Banpay | Terms and Conditions to your multi-currency account.

Terms and conditions

Please read these Terms and Conditions carefully, as they constitute a legally binding agreement between (1) you, and (2) BanPAY (CA) Ltd., together with, where applicable and as specifically identified in Section 1(a), Banpay Services LLC and/or Banpay Services Ltd. (collectively, “Banpay”, “we”, “our”, or “us”).

These Terms govern your access to and use of Banpay’s websites located at banpay.com and banpay.ca, including any related subdomains, any successor or replacement websites, and any mobile or web-based applications operated by Banpay (collectively, the “Banpay Platform”).

These Terms and Conditions apply to all Banpay clients who download the Banpay Platform or who view the content on or available through the Banpay Website (“Content”).

In order to use the Banpay Platform, you must have reached the age of majority in your jurisdiction of residence. The term “user”, “you” or “your” refers to the individual, as applicable, accessing or using the Banpay Platform or the Banpay Services.

The Banpay Platform is used to deliver services that may be subject to additional terms and conditions. However, BanPAY (CA) Ltd. will be a party to the T&Cs in all cases, regardless of which entity's services the Connected Account is signing up for.

By accessing, browsing and using the Banpay Platform, you acknowledge that you have read, understood, and accept these Terms and Conditions. If you do not accept these Terms and Conditions, you may not access or use the Banpay Platform.

User & Applicable Terms
1. Clients. BanPAY (CA) Ltd. is a Canadian money services business registered with FINTRAC and is not a bank or financial institution. BanPAY (CA) Ltd., does not provide lending services and does not offer deposit insurance. Banpay does not provide deposit-taking, account issuance, settlement, or payment services except where expressly licensed to do so. Any such regulated payment or financial services made available through the Platform are provided by Airwallex or its applicable regional banking partners.
  The Banpay platform facilitates access by customers and other users of the Banpay platform (“Clients”) to various services offered by BanPAY (CA) Ltd. and its affiliated entities (together, “Banpay”), including Banpay Services Ltd., Banpay Services LLC, and BPX Sovereign Inc., as applicable. Each entity within Banpay is a separate legal entity, and services made available through the Platform may differ depending on the entity, jurisdiction, and applicable regulatory requirements.
  All services made available through the Platform, whether provided directly by BanPAY (CA) Ltd., other Banpay entities, or third-party service providers (including regulated financial institutions, payment infrastructure providers, and other service providers), are collectively referred to as “Banpay Services”. Additional terms or disclosures may apply for certain services.
2. Privacy Policy. Banpay’s Privacy Policy (“Privacy Policy”) applies to the Banpay Platform, Banpay Services, and is available at Banpay Platform. The Privacy Policy may be amended from time to time. By agreeing to these Terms and Conditions, you are also agree to the terms of the Privacy Policy and you undertake to review those terms as they may be amended from time to time.
3. Additional Terms. These Terms and Conditions are for access and use of the Banpay Platform and are in addition to any separate agreements you may have with Banpay regarding specific Banpay Services. In the event of any conflict between these Terms and Conditions and any additional agreements, the terms of the additional agreements shall prevail.
4. Service Providers. These Terms and Conditions constitute an agreement between you and Banpay. We may contract with third-party service providers, including merchants, financial service providers and other parties (“Service Providers”) in relation to one or more Banpay Services or parts thereof. Banpay, and not its Service Providers, is solely responsible for the Banpay Platform, including any maintenance, support, and content. However, you agree that the Service Providers, along with their respective affiliates, are third-party beneficiaries of these Terms and Conditions. Upon your acceptance of these Terms and Conditions, the Service Providers will have the right to enforce these Terms and Conditions against you as third-party beneficiaries with regard to their respective services.
5. Modification of these Terms or the Banpay Platform. Subject to applicable law, we reserve the right to restrict, suspend or otherwise modify any aspect of the Banpay Platform. We may update all or part of these Terms and Conditions at any time. If these Terms and Conditions, or any material aspect of the Banpay Platform, is changed, we will provide you with advance notice by posting a notice and the amended Terms and Conditions on the Banpay platform. Additionally, if you have a Banpay account (as defined below), we will notify you via your registered email or mailing address. Your continued use of the Banpay Platform after such notice constitutes your acceptance of the amended Terms and Conditions or other changes to the Banpay Platform.
6. Embedded Finance Solution & Connected Accounts Certain services made available through the Banpay Platform are provided through an embedded finance solution operated by third-party financial institutions and payment service providers, including Airwallex LLC and/or its affiliates and regional banking partners (collectively, “Airwallex”) (the “Embedded Finance Solution”).
  Clients who access accounts, wallets, payment instruments or related services made available through the Embedded Finance Solution (each, a “Connected Account”) acknowledge and agree that:
  1. Banpay provides platform, onboarding, account administration, compliance support, and related technology and operational services (the “Platform Services”);
  2. Any payment services, account issuance, funds holding, settlement, payout, foreign exchange, or other regulated financial services made available through the Embedded Finance Solution are provided by Airwallex or its applicable regional banking partners, and not by Banpay, unless Banpay is expressly licensed to provide such services in the relevant jurisdiction; and
  3. Airwallex and/or its applicable regional banking partners are the regulated entities responsible for such payment and financial services, in accordance with Applicable Laws and their respective regulatory authorizations.

Banpay Accounts
1. Accurate Information. You represent and warrant that all information you provide through or for the Banpay Platform, including information submitted to create a Banpay account (“Banpay Account”) or in connection with your use of the Banpay Services, is true, accurate, current and complete.
2. Security of Banpay Accounts. You are responsible for keeping your Banpay Account secure and agree that you will not share or disclose your credentials with anyone. Banpay will not be liable for any loss or damage arising from your failure to safeguard your account or from any unauthorized use of your credentials by a third part. You must use a strong password and limit its use solely to your Banpay Account.
3. Suspension or Termination of Access to the Banpay Platform. We may suspend or terminate your access to the platform at any time if we believe you may have violated these Terms and Conditions or any other agreements related to the use of the platform or services, or if your actions may create risk or potential legal exposure for us. We may also suspend your access if: (i) you have not accessed your Banpay Account for more than twelve months; or (ii) to maintain or protect the integrity or operation of the platform; or (iii) you fail to pay the monthly premium by the due date. Suspension or termination may also include removal of some or all materials you have uploaded. You acknowledge and agree that all suspensions or terminations are at Banpay’s sole discretion and that Banpay will not be liable to you or any third party for any suspension or termination of access or removal of any of the materials uploaded by you to the Banpay platform. Banpay will suspend your access only for as long as it deems it necessary to resolve or prevent the issues leading to the suspension. Any suspension or termination by Banpay is in addition to any and all other rights and remedies that Banpay may have.
4. Account Deletion and Termination. Subject to the terms of your Banpay account agreement(s), you may request the closing of your account by submitting a request (via email or through any available interface at that time) to have your account close and by ceasing all use of the Banpay Platform and the Banpay Services.
5. Retention of Account Information. In accordance with our Privacy Policy, we may retain Banpay Account information, as well as your User Content and Submissions (as both terms are defined below), for recordkeeping, fraud prevention, and legal and compliance purposes, including following termination of your Banpay Account.
6. Authorization for Connected Accounts and Embedded Finance Solution. By applying for, opening, or maintaining a Connected Account, you expressly authorize and consent to Banpay, Airwallex, Airwallex’s regional banking partners, and applicable third-party service providers to perform the following activities in connection with the Embedded Finance Solution and the Platform Services:
  1. Performance of Platform Services. To provide onboarding, account administration, compliance support, transaction initiation, reconciliation, reporting, customer support, and other platform-related services;
  2. Onboarding and Due Diligence Data. To obtain, collect, verify, and provide onboarding information, identification data, beneficial ownership information, and any information required for ongoing due diligence, monitoring, regulatory compliance, and risk management to Airwallex, its partners, and applicable third-party service providers;
  3. Account Access and Instructions. To access, operate, and give instructions in relation to your Connected Account, including initiating transactions, transferring funds between Connected Accounts, and deducting applicable Platform Fees and charges from your Connected Account in accordance with the applicable Fee Schedule and account documentation;
  4. Account Information and Transaction Data. To view, access, process, and share account information and transaction data relating to your Connected Account with Airwallex, Banpay, Airwallex partners, and applicable third-party service providers for the purposes of providing the Embedded Finance Solution, complying with Applicable Laws, and performing the Platform Services;
  5. Funds Allocation and Payouts. To provide all information and instructions necessary to enable Airwallex and its partners to allocate funds to your Connected Account, process collections, execute payouts, and perform settlement and reconciliation activities; and
  6. Embedded Finance Operations. To perform all activities reasonably required to enable Airwallex and its partners to provide the Embedded Finance Solution in accordance with Applicable Laws and Airwallex’s applicable terms and privacy policy.
7. Personal Data for Connected Accounts. In connection with the Embedded Finance Solution and Connected Accounts, Banpay will have access to certain personal, financial, and transactional data relating to you and your Authorized Users, including identification information, account information, transaction history, and compliance-related data (“Connected Account Data”).
  You expressly authorize Banpay to access, collect, use, process, store, display, and transfer Connected Account Data to Airwallex, its regional banking partners, and applicable third-party service providers for the purposes of:
  1. Providing the Platform Services and Embedded Finance Solution;
  2. Onboarding and account administration;
  3. Transaction processing and reconciliation;
  4. Compliance with Applicable Laws, including anti-money laundering, sanctions, and counter-terrorist financing requirements; and
  5. Risk management, fraud prevention, and regulatory reporting;
  Such data will be handled in accordance with Banpay’s Privacy Policy, available at https://banpay.com/ca/privacy-policy, and, where applicable, Airwallex’s privacy policy.

Banpay Fees & Account Overview
1. A detailed breakdown of fees applicable to Banpay Customers for Platform Services, including fees applicable to Connected Accounts, is set out in the applicable fee schedule(s) and pricing disclosures made available at www.banpay.com/pricing or otherwise provided to you from time to time (the “Fee Schedule”), which are incorporated by reference into these Terms and Conditions.
2. Transaction fees are based on the type of transaction you perform (e.g., Local Payments, Local Collections, SWIFT Payments, SWIFT Collections, Fees may be expressed as a percentage of the payment amount.
3. Monthly Account Management Fees are determined based on the account type and jurisdiction and will be withdrawn on or before the 5th of the month.
  1. During your first partial month of Banpay Services, the Monthly Account Management Fee will be waived if you fund your account within 30 days of approval.
  2. If you do not fund your account within 30 days of account approval, your first Monthly Account Management Fee will be withdrawn when you fund your account.
  3. If your primary wallet has insufficient funds to cover the Monthly Account Management Fee, Banpay may withdraw the fee from another wallet, at Banpay’s discretion.
  4. If none of your accounts have sufficient funds, Banpay will deduct the outstanding Monthly Account Management Fee(s) when you next fund your account.
  5. If your account remains unfunded for one year, access will be suspended, and the account will be marked as dormant. You may reinstate it by contacting hello@banpay.com, and by paying the outstanding balance.
4. We reserve the right to adjust the fees at our sole discretion. We will provide you with thirty (30) days’ notice if an existing fee is increasing or if a new fee is introduced. By continuing to use the account, you agree to these fees; if you do not accept them, you must notify us by contacting hello@banpay.com.
5. Closing Your Account
  1. You may terminate your relationship with us at any time by contacting hello@banpay.com.
  2. We will cancel any pending transactions.
  3. You must withdraw your remaining balance to your chosen account before your Banpay Account can be closed.
  4. You may not close your Banpay Account to avoid an investigation. In such cases, we may hold your funds for up to 180 business days to protect Banpay or third parties against chargebacks, reversals, claims, penalties, or other liabilities. You remain responsible for all obligations related to your Banpay Account even after the account is closed.
  a. Dormant Accounts
  1. Accounts with no activity for one year will be considered dormant
6. Termination of Connected Accounts and Effect on Embedded Finance Solution.
  You may request termination of your Connected Account in accordance with Section 3(e) and any applicable account documentation. Upon termination of a Connected Account:
  1. Access to the Embedded Finance Solution will cease.
  2. Pending transactions may be cancelled or completed in accordance with Applicable Laws and the rules of the relevant payment systems.
  3. You must withdraw or transfer any remaining balances in accordance with the procedures specified by Banpay and Airwallex; and
  4. Banpay and Airwallex may retain and continue to process information relating to your Connected Account as required for regulatory compliance, recordkeeping, dispute resolution, and risk management.
  Termination of a Connected Account does not affect any outstanding obligations, fees, chargebacks, reversals, investigations, or compliance holds.
7. Platform Fees for Connected Accounts
  Clients who maintain a Connected Account agree to pay Banpay the fees applicable to the Platform Services as set out in the applicable Fee Schedule. Such fees may include account management fees, transaction administration fees, and other platform-related charges.
  
  You authorize Banpay to collect Platform Fees by deduction from your Connected Account or any associated wallet or balance made available through the Embedded Finance Solution, in the manner and frequency specified in the applicable Fee Schedule or account documentation.

Licensed Access to the Banpay Platform and Permitted Use
1. License to Banpay Platform. Subject to compliance with these Terms and Conditions, Banpay hereby grants you a personal, revocable, non- exclusive and non-transferable license to use the Banpay Platform in accordance with these Terms and Conditions. You may use the Banpay Platform for the permitted use of accessing Banpay Services (the “Permitted Use”).
2. Reservation of Rights. Banpay reserves the right, at its sole discretion, to revoke its license and deny access to the Banpay Platform any time, for any reason, including, but not limited to violations of these Terms and Conditions or use beyond the Permitted scope. Upon request, you agree to immediately cease use of the platform.
3. Geographic Application of the Banpay Platform. The Banpay Platform or Banpay Services may not be available at all or any times and in all or any jurisdictions. Furthermore, nothing on the Banpay Platform constitutes an offer or solicitation in jurisdiction where such activity is prohibited by law.
4. Changes to the Banpay Platform. Banpay reserves the right to allow a third party to change any information, material or content, pricing, features, products or availability on the platform at any time without prior notice or liability.

No Unlawful or Prohibited Use
1. Restricted Activities and Persons. To access the Banpay Platform, you represent and warrant that you: (i) you are not located in a country subject to a Canadian or U.S. government embargoes or designated as a “terrorist supporting” country; (ii) you are not listed on any Canadian or U.S. government list of prohibited or restricted parties; and (iii) you will not use the Banpay Platform for the benefit of any restricted country, organization or person subject to sanctions.
2. Other Improper Uses. You may not use the Banpay Platform or any of its content for purposes other than the applicable Permitted Use. Without limiting the generality of the foregoing, you will not, and will not permit anyone else to, use or attempt the Banpay Platform or the Content to:
  1. Frame, mirror or otherwise incorporate the Banpay Platform or any portion of the Content into any commercial or non-commercial website.
  2. Access, monitor or copy any part of the Banpay Platform or the Content using any robot, spider, scraper or other automated means or any manual process, for any purpose without Banpay’s express written permission.
  3. Violate any applicable laws or regulations.
  4. Violate the restrictions set forth in any robot exclusion headers on the Content or the Banpay Platform or bypass or circumvent any measures employed to prevent or limit access to the platform.
  5. Remove or permit anyone else to remove any watermarks, labels or other legal or proprietary notices included in the Banpay Platform or the Content.
  6. Modify or attempt to modify (or permit or assist anyone else to modify or attempt to modify) the Banpay platform for the purpose of disguising or changing any indications of the ownership or source of the Banpay Platform.
  7. Forge headers, or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Banpay Platform, or impersonate another person or organization or misrepresent their affiliation with any person or entity.
  8. Attempt to, assist, authorize or encourage others to circumvent, disable or defeat any of the security features or components, such as digital rights management software or encryption, which protect the Banpay Platform or the Banpay Services.
  9. Copy, reproduce, modify, translate, distribute, transfer, sell, publish, broadcast, perform, transmit, license or circulate in any form any part of the Banpay platform or the Content.
  10. License, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Banpay Platform.
  11. Create derivative works based on the Banpay Platform, its services or the Content, in whole or in part, or decompile, disassemble reverse engineer or other exploit any part of the Banpay Platform, its services or the content.
  12. Use or access the Banpay Platform in any manner that violates the rights, including, but not limited to contractual, intellectual property or proprietary rights, of any third party; or
  13. Upload to, or transmit through the Banpay Platform any information, images, text, data, media or other content that is offensive, harmful, tortuous, hateful, obscene, defamatory, unlawful, or is otherwise objectionable, as determined solely by Banpay.

Marketing, Alerts and Access to Mobile Devices
1. Marketing Materials. Banpay may provide you with marketing or promotional materials through the Banpay Platform, by mail, phone, email, text message, or other means of communication. Banpay may have business arrangements related to such marketing or promotional materials, under which we may be entitled to receive referral fees or others forms of compensation from third parties. For more information regarding how we use and protect your personal information in connection with marketing activities, please refer to Banpay’s Privacy Policy, available at https://banpay.com/privacy-policy
2. Alerts. Banpay may from time to time provide you with automatic alerts and voluntary; account-related alerts. Automatic alerts may be sent following certain changes to your account or personal information, such as an update to your registration information. Banpay may add new alerts or discontinue existing alerts any time, at its sole discretion. You understand and agree that any alerts provided through the Banpay Platform or services may be delayed or prevented, or otherwise affected by various factors beyond Banpay’s control. Banpay may make commercially reasonable efforts to provide timely alerts containing accurate information, it does not guarantee the delivery, timeliness, or accuracy of the content of any alert. Banpay will not be liable for any delay, failure to deliver or receive, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on any alert.
3. Access to Mobile Devices. We may provide features that rely on the use of additional information on your mobile device or require access to certain device services (such as location data, camera, contacts, or notifications) in order to enhance your experience with the Banpay Platform and services. These features are optional and not required to access or use most of our services. If you choose to grant such access, it will be used solely for the purposes disclosed at the time you provide your consent.

Intellectual Property
1. Content and Intellectual Property
  1. Banpay Content. The Banpay Platform and all content contained therein (excluding User Content), is owned or licensed by Banpay and protected by copyright, trademark and other intellectual property laws. Banpay expressly reserves all rights, titles and interests in the Banpay Platform, its content and all other materials provided by Banpay in connection with these Terms and Conditions that are not expressly granted to you. You acknowledge that all rights, titles and interest in the Banpay Platform, the content, and all other materials provided by Banpay in connection with these Terms and Conditions, including any modification, derivative works, and all associated intellectual property rights therein, including but not limited to moral rights, will remain with Banpay or third party suppliers or licensors, if applicable. The Banpay Platform, content and all materials provided are licensed to you and not sold.
  2. User Content. All information, data, text, photographs, graphics, messages or other materials, privately transmitted to the Banpay Platform by Clients (“Client Content”), is the sole responsibility of those Clients. This means that the User, and not Banpay or its shareholders, directors, officers, employees, agents or representatives (collectively, “Banpay members”), are entirely responsible for all such material uploaded, emailed, transmitted or otherwise made available on the Banpay Platform. To the extent your User Content contains any personally identifiable information, such data is handled in accordance with the Banpay Privacy Policy, and all other User Content will be considered non-confidential.
2. Use of Banpay Content and User Content by other Clients. You may only use Banpay content and User Content from others for the applicable Permitted Use. If you print extracts from the Banpay Platform for your own personal, non- commercial use, you must not modify the digital or printed versions of such materials, nor use any graphics, pictures, photographs or videos separately from any accompanying text.
3. Terms on Submissions and Other User Content
  1. Creating Submissions and Other User Content. Through the features of the Banpay Platform you may be able to provide ratings, reviews, suggestions, or other feedback (“Submissions”). Submissions are considered a subset of User Content. In additional to any and all representations and warranties set forth in these Terms and Conditions, by creating and posting any Submissions (or other User Content), you represent and warrant that you will not post or transmit to or from the Banpay Platform any material or content which does or may: (i) violates any applicable local, provincial, territorial, federal, national or international law; (ii) is unlawful or fraudulent; (iii) constitutes unauthorized advertising; (iv) contain any defamatory, obscene or offensive material; (v) promote violence or discrimination; (vi) infringe the intellectual property rights of any third party; (vii) breach any legal duty owed to a third party (such as a duty of confidence); (viii) promote illegal activity or invade another person’s privacy; (ix) give the impression that they originate from Banpay; or (x) is used to impersonate another person or misrepresent your affiliation with any person or entity. You acknowledge and agree that will be solely liable for any damages or harm arising from any violation of the foregoing or from your posting of Submissions or other User Content to the Banpay Platform.
  2. Status of Submissions on the Banpay Platform. We reserve the right to remove or edit at any time any Submissions or other User Content posted, uploaded or transmitted to the Banpay Platform that we determine breaches the restrictions in the User Content section above or is otherwise objectionable or may expose us or any third parties to any harm or liability of any type, or for any reason. Any Submissions on the Banpay Platform is for information purposes only and does not constitute advice from us or the opinions of any Banpay members. User Content may reflect the opinions of Clients who have ordered through the Banpay Platform and any statements, advice or opinions provided by such persons are theirs only. Accordingly, to the fullest extent permitted by law, neither Banpay nor its members assume any responsibility or liability to any person for any User Content, including any mistakes, defamation, obscenity, omissions or falsehoods that you may encounter in any such materials.
  3. Public Display of Submissions. You acknowledge that Banpay may at its sole discretion provide attribution for your Submissions, for example, by displaying the date, your name and province or territory of residence alongside any rating or review your submit. Such User Content may be visible to other Clients and visitors of the Banpay platform. By submitting Submissions you acknowledge and consent to Banpay using your given name and province or territory of residence in association with your Submissions. All Submissions may be subject to moderation before publication to ensure they comply with Banpay’s content guidelines.

Advertising and Third Party Websites
1. Advertisements. If you choose to engage any business dealings with anyone whose products or services may be advertised on the Banpay platform, you acknowledge and agree that such dealings are solely between you and such advertiser. You further acknowledge and agree that neither Banpay nor its members shall have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings.
2. Links. The Banpay Platform may provide links to third-party websites solely for your convenience. If you use these links, you will leave the platform. We have not reviewed and do not control any of these third- party websites, and therefore is not responsible or liable for their content or availability, or any damages that may arise from your use of them. We do not endorse or make any representation regarding these websites, their content, or any results obtained from using such websites or content. If you choose to access any of the third-party websites linked to or from the Banpay Platform, you do so entirely at your own risk and subject to the terms and conditions of those websites. Banpay reserves the right to prohibit or remove (or require you to remove) any link to the Banpay Platform, including any link that contains or provides access to content or information of the foregoing nature, at any time.

Availability and Updates
1. The Banpay Platform and its service may be unavailable from time to time due to maintenance, technical issues, or malfunction of computer or network equipment or other reasons. Banpay may periodically add or update the information and materials on the platform without notice. While we strive to ensure that the platform Banpay Platform is generally available twenty-four (24) hours a day, it has no obligations to do so. Banpay and its members shall not be liable to you if the Banpay platform is unavailable at any time or for any period, whether temporary or prolonged, at any time or for any duration.

Additional Disclaimers
1. Viruses. Downloading and viewing of the Banpay Platform or any of its Content is done at your own risk. Banpay cannot and does not guarantee or warrant that the platform or the Content will be compatible with your computer system or that the platform or the Content, or any links from them will be free of viruses, worms, malware, trojan horses or disabling devices or other code with contaminating or destructive properties. You are solely responsible for implementing appropriate safeguards to protect the security and integrity of your computer system, and you assume full responsibility for any costs associated with servicing, repairing, or connecting to your system as a result of your access to or use of the Banpay Platform.
2. Security and Communications. Banpay does not guarantee the confidentiality of any communications made by you to or through the Banpay Platform. Although Banpay generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Banpay Platform, you understand, agree and acknowledge that Banpay cannot and does not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the platform. By accessing the Banpay Platform, you acknowledge that Banpay is not responsible or liable for any damages or losses you may incur as a result of transmitting confidential or sensitive information to us electronically.
3. Content. While we strives to ensure that the information available on the Banpay Platform is accurate, we do not warrant or guarantee that the Content is complete, current or free of errors. We may make changes to the Content, including prices and offers, and other information, at any time without prior notice. The Content may be out of date, and we make no commitment to update any such material.
4. Advice and Content Disclaimer. The Content provided on the Banpay Platform is for general informational purposes only and should not be relied upon as legal, accounting, financial, tax, or other professional advice. You should consult with a qualified professional for advice specific to your situation.
5. Additional Costs. You assume full and sole responsibility for any additional or associated costs that you may incur in connection with or as a result of your use of the Banpay platform. This includes, without limitation, any costs related to the servicing, repair or adaptation of any equipment, software or data that you may own, lease, license or otherwise use.

No Implied Warranties; Limitations of Liability
1. No implied warranties. The Banpay Platform and the content are provided “as is” without any warranty or condition of any kind. To the fullest extent permitted by law, Banpay disclaims all warranties, representations, and conditions of any kind with respect to the Banpay Platform and the content whether express or implied, including but not limited to any implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement or that the Banpay Platform or the content will be error-free, secure or operate without interruption.
2. Exclusion of Damages. In no event shall Banpay or its affiliates, or their respective shareholders, officers, directors, agents, representatives, employees, parents and subsidiaries (the “Banpay Parties”), be liable, whether based on warranty, contract, tort, negligence, strict liability, civil liability or under any other legal theory, for any damages of any kind. This includes, without limitations direct, indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of revenue, loss of use, loss of data, personal injury, fines, fees, penalties or other liabilities), whether or not Banpay is advised of the possibility of such damages, arising out of or in connection with your use of, or inability to use, the Banpay Platform or the content.
3. No Responsibility for Merchants. Merchants offering products or services through the Banpay Platform are independent persons or organizations and are not representatives, agents or employees of Banpay. Accordingly the Banpay Parties are not liable for any acts, errors, omissions, representations, warranties, contractual breaches or negligence of any merchants or for any personal injury, death, property damage, or other damages, loss or expenses arising therefrom. Banpay accepts no responsibility whatsoever for the products or services offered by merchants.
4. Limitation of Liability. In no event shall the total aggregate liability of the Banpay Parties in connection with or arising under these Terms and Conditions, including liability related to your use of, or inability to use, the Banpay platform or the Content exceed CAD $100.00 (one hundred Canadian dollars). For greater certainty, the existence of one or more claims under these Terms and Conditions will not increase the maximum liability amount.
5. Allocation of Risk. The limitations set forth above represents a fair allocation of risk, without Banpay would not make the Banpay Platform available to Clients. The limitations shall survive and remain in effect even if any limited remedy specified in these Terms is found to have failed its essential purpose.
6. Related Parties. For the purposes of this Section 11, all references to “Banpay” include its affiliates, as well as its shareholders, officers, directors, representatives, agents, and employees.

Indemnification
1. Indemnity. You agree to defend, indemnify and hold harmless all Banpay Parties from and against any threatened or actual claims, causes of action, demands, recoveries, losses, damages, fines, penalties, costs, expenses or other liability of any kind or nature including but not limited to reasonable legal fees, incurred in connection with or as a result of:
  1. Your breach of these Terms and Conditions or any documents referenced herein.
  2. Your violation of any law or the rights of a third party (including proprietary and/or intellectual property rights); or
  3. Your breach of, or failure to, perform any obligations related to any offers redeemed by you or by any third party acting on your behalf or with your permission.
2. Assuming Defense. Banpay reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder. You agree to cooperate fully and reasonably with Banpay in the defense of any such matter.

Governing Law and Dispute Resolution
1. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the province or territory in which you reside. You agree to submit to the exclusive jurisdiction of the courts located in that province or territory. These laws shall apply to your access to, or use of, the Banpay platform, its services offered through the platform, or the Content, notwithstanding your domicile, residency or physical location. The Banpay platform, its services and the Content are intended for use only in jurisdictions where they may lawfully be offered for use.
2. Dispute Resolution Process.
  1. Banpay has established a complaint and dispute resolution policy and process for its clients (“Complaint Resolution Policy”). If you have any dispute, controversy or complaint (each, a “Dispute”) regarding the Banpay Platform or these Terms and Conditions, please submit your request via email to hello@banpay.com or support@banpay.ca.
  2. Except to the extent restricted by applicable law, you and Banpay agree to resolve any Dispute on an individual basis. Any claim you may have must be brought individually, in your individual capacity and not as a representative plaintiff or class member, or in any other representative or collective capacity. You agree not to join your claim with those of any other person or entity, nor to bring, join or participate in any class action collective or representative proceeding of any kind (existing or future) against any members of Banpay.
  3. Nothing in this Section will prohibit us from seeking interim measures from a court, including preliminary or injunctive relief of breach of any intellectual property rights.

Miscellaneous
1. Interpretation. Unless the context clearly requires otherwise: (a) references to the plural include the singular, and references to the singular include the plural; (b) references to a part include the whole; “including” means “including, without limitation”; (c) “including” means “including, without limitation”; and (d) references to these Terms and Conditions include references to these Terms and Conditions “hereunder” or “herein.”
2. Entire Agreement. These Terms and Conditions; together with any documents incorporated by reference herein constitute the entire agreement between Banpay and you pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Banpay with respect to the Banpay Platform, except as otherwise stated herein.
3. Notices. Banpay may, in its sole discretion, provide any notices to you in connection with these Terms and Conditions through the Banpay platform or by email at the then-current email address for you on file with Banpay. Banpay may be contacted in writing at: BanPAY (CA) Ltd. 535 Yates St, Suite 311, Victoria BC, V8W 2Z6. Banpay may change its notice contact information from time to time by posting updated contact details on the Banpay platform.
4. Force Majeure. Banpay shall not be liable to you for any failure of or delay in the performance of its obligations under these Terms of and Conditions for the period that such failure or delay is due to causes beyond Banpay’s reasonable control, including but not limited to acts of God, natural disasters, power outages, internet disconnectivity, war, strikes or other labor disputes, embargoes, government orders or any other force majeure event.
5. General. Banpay’s failure to insist upon or enforce strict performance of any provision of these Terms and Conditions will not be construed as a waiver of any provisions or rights of Banpay. If any of the provisions contained in these Terms and Conditions are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms and Conditions will remain in effect. These Terms and Conditions and all related documents have been drafted in the English language at the express request of the parties. Les présentes modalités ainsi que tous documents s’y rattachant ont été rédigés en langue anglaise à la demande expresse des parties. You may not transfer any of your rights or obligations under these Terms and Conditions without our prior written consent. We may transfer any of our rights or obligations under these Terms and Conditions without your prior written consent to any of our affiliates or in connection with any joint ventures, sales, or acquisitions.

Card Program – General Terms (All Customers)
A.1 Scope
This Appendix applies to all Banpay Clients who request or use payment cards made available through the Banpay Platform (the “Banpay Card Program”).

The Banpay Card Program is subject to:
1. These Terms and Conditions.
2. This Appendix A; and
3. The applicable Customer Location Appendix (Appendix B, C, or D).
In the event of a conflict, the applicable Customer Location Appendix shall prevail solely with respect to card issuance, card transactions, and card network matters.
A.2 Role of BanPAY (CA) Ltd
BanPAY (CA) Ltd:
1. Is a Canadian money services business registered with FINTRAC, MSB registration number M21345132.
2. Is not a bank and does not issue cards.
3. Does not provide credit, lending, or deposit-taking services.
4. Acts as the platform provider, commercial distributor, and primary onboarding entity for Clients.
Banpay facilitates access to card programs issued and operated by regulated third-party financial institutions, including Airwallex entities and sponsor banks.
A.3 Card Issuers and Program Managers
Cards made available through the Banpay Platform are issued by third-party financial institutions depending on the Client’s location and onboarding region, including:
1. Airwallex Canada, Ltd.
2. Airwallex (Hong Kong) Limited.
3. Airwallex (US), Inc. (program manager).
4. Community Federal Savings Bank, member FDIC.
Banpay is not the issuer of any card.
A.4 Commercial Use Only
All cards issued under the Banpay Card Program are intended solely for business and commercial purposes and not for personal, family, or household use.
A.5 Funding and Settlement
All card transactions are settled against the Client’s available wallet balance held in accounts maintained by Airwallex and its banking partners.

For the avoidance of doubt:
1. Banpay does not hold Client funds.
2. Card balances do not constitute deposits.
3. No deposit insurance applies.
A.6 Compliance, Monitoring, and Suspension
Banpay may monitor card usage and may restrict, suspend, or terminate card access or use of the Banpay Platform where required to:
1. Comply with applicable laws or regulations.
2. Meet Canadian AML/ATF obligations.
3. Respond to fraud, misuse, or elevated risk.
4. Comply with requests from issuers, program managers, or card networks.
Such actions may be taken without prior notice where providing notice would be unlawful or could compromise regulatory objectives.

Canadian Customers – Cardholder Terms

B.1 Applicability
This Appendix applies to Clients resident or established in Canada who are issued cards through the Banpay Platform.
B.2 Issuer and Program Structure
Cards issued to Canadian Clients are provided through Airwallex regional programs and issued by regulated third-party financial institutions, which may include:
1. Airwallex (Canada) International Payments Limited; or
2. Other Airwallex-affiliated entities and issuing banks, as applicable.
Banpay is not the issuer of cards provided to Canadian Clients.
B.3 Relationship to Banpay Platform Agreement
The Client’s primary contractual relationship is with BanPAY (CA) Ltd.

Card issuance and transaction processing are governed by the applicable Cardholder Terms of the issuing institution, which are provided through the Banpay Platform and incorporated by reference.
B.4 Governing Law (Canadian Customers)
For Canadian Clients:
1. These Terms and Conditions are governed by Canadian law, as set out in Section 13.
2. Card issuance and transaction matters are governed by the law specified in the applicable issuer’s Cardholder Terms.

United States Customers – Cardholder Terms

C.1 Applicability
This Appendix applies to Clients resident or established in the United States who are issued cards through the Banpay Platform.
C.2 Issuer and Program Structure
Cards issued to U.S. Clients are:
1. Issued by Community Federal Savings Bank, member FDIC (the “Bank”).
2. Program managed by Airwallex (US), Inc.
3. Distributed through the Banpay Platform by BanPAY (CA) Ltd.
Banpay is not the issuer of U.S.-issued cards.
C.3 Relationship to Banpay Platform Agreement
The Client’s platform relationship remains with BanPAY (CA) Ltd.

The Client enters into a separate cardholder relationship with the issuing bank solely for card issuance and transaction purposes.

C.4 Incorporation by Reference
Use of U.S.-issued cards is subject to this Cardholder Agreement, which is incorporated by reference into the BanPAY (CA) Ltd – Terms & Conditions, as made available through the Banpay Platform. By using the card, you acknowledge and agree to comply with both the T&C and the Cardholder Agreement.

C.5 Relationship to Banpay Platform Agreement
U.S.-issued card terms are governed by U.S. federal law and the laws specified in the applicable U.S. Cardholder Agreement, solely for card-related matters.

All other matters remain governed by Section 13 of these Terms and Conditions.

Hong Kong Customers – Cardholder Terms

D.1 Applicability
This Appendix applies to Clients resident or established in Hong Kong who are issued cards through the Banpay Platform.
D.2 Issuer
Cards issued to Hong Kong Clients are:
1. Issued by Airwallex (Hong Kong) Limited.
2. Operated under Hong Kong law and applicable card network rules.
Banpay is not the issuer of Hong Kong-issued cards.
D.3 Relationship to Banpay Platform Agreement
The Client’s primary platform relationship remains with BanPAY (CA) Ltd.

The Client enters into a separate cardholder relationship with Airwallex (Hong Kong) Limited solely for card issuance and transaction purposes.

D.4 Incorporation by Reference
Use of Hong Kong-issued cards is subject to this Cardholder Agreement, which is incorporated by reference into the BanPAY (CA) Ltd – Terms & Conditions, as made available through the Banpay Platform. By using the card, you acknowledge and agree to comply with both the T&C and the Cardholder Agreement.

D.5 Governing Law (Hong Kong Customers)
Hong Kong-issued card terms are governed by the laws of Hong Kong, solely with respect to card issuance, card transactions, and card network matters.

All other matters remain governed by Section 13 of these Terms and Conditions.

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