Terms of Use
General Information:
Welcome to the [to be provided] (referred to as the "Website" and/or “Platform”), which is owned and operated by QUAILPAY LIMITED, a company registered in British Columbia, Canada, with the company number BC1275630, the registered office address of the company is 308-8988 Fraserton Court, Burnaby, BC, Canada, with the postal code V5J5H8 (the “Company” and/or “Quailpay”).
What do these Terms include?
These Terms of Use outline the regulations for utilizing our Services. (the “Terms”). It is important to review and stay updated with the Terms of Use, which can be found on the Website. These Terms of Use, along with the Client Application Forms, Price List, and any other pertinent agreements and notices provided by Quailpay, collectively constitute the Agreement between You and Quailpay.
Prior to using the Website and its Services, it is essential that you carefully read and understand these Terms. Your continued use of the Website will be deemed as acceptance and agreement to all of these Terms, including any future modifications made by the Company. If you have any questions or uncertainties regarding any clause within these Terms, please request additional information before signing it.
You may receive additional terms when utilizing specific products or services. These additional terms, specific to your account, take precedence over the terms outlined in these Terms of Use.
In the event of a conflict between the Terms of Use, other applicable agreements, regulations, or conditions mentioned in this agreement, the conflicting terms of the other agreement, regulation, or conditions shall always take precedence.
If any provision of these Terms is deemed invalid, a valid provision that closely resembles the invalid provision will be enforced. The remaining provisions of these Terms will remain unaffected. You may have your own general terms and conditions; however, they will not apply unless we explicitly agree to them in writing. These Terms will govern the agreement between us.
Interpretations and definitions
Words and phrases defined in FINTRAC's rules shall have the same meanings when used in these Terms, unless otherwise specified in a subsequent clause or where the context otherwise requires. In these Terms of Use, the following terms shall have the meanings described below, and they may be used in the singular or plural as appropriate:
1. "Account" refers to the Electronic money account opened by the Client with Quailpay, which holds electronic money.
2. "Alternative Payment Method" or "APM" refers to a payment method (other than Card) that Quailpay is capable of processing and has agreed upon, such as e-wallets or payments from the phone account.
3. "Wallet" represents a sub-account opened within the Client's Account, denominated in the chosen Base currency.
4. "Base currency" signifies the reference currency selected by the Client prior to opening a specific Wallet within the Account.
5. "Business day" denotes a day when Quailpay is operational for serving its Clients. It includes all days except national holidays, rest days in Canada, and any non-business days previously communicated to the Client by Quailpay.
6. "Business relationships" refer to the relations between Quailpay and the Client during the provision of Services by Quailpay.
7. "Card" refers to a payment card branded as, but not limited to, Visa, Visa Electron, Mastercard, or Maestro, used as a means of payment when conducting a Transaction.
8. "Client" refers to the Account holder or an applicant seeking to open an Account with Quailpay. This may include a natural person, sole proprietorship, merchant, self-employed individual, or any other entity engaged in legal commercial or other activities that have Business relationships with Quailpay.
9. "Communication" encompasses any instructions, orders, documents, logs, transactions, and any other information intended to be exchanged between the Parties, as described under the "Relationships and Communications between Quailpay and the Client" section.
10. "Conditions" represent these "Terms of Use" of Quailpay, including any annexes related to Quailpay's Services, the use and access of the Quailpay System, and any other website and/or interface provided by Quailpay. The current edition of the Conditions is published on the Quailpay website.
11. "Quailpay System" refers to the software/hardware complex that includes a funds transfer system with formal and standardized arrangements, as well as common rules for processing, clearing, and/or settling payment transactions. It is accessible through the Quailpay website and includes all programs and access points enabling the Client to access the Services.
12. "Deposit" signifies the act of crediting funds to the Client's Account by purchasing Electronic money using one of the designated Deposit options available.
13. "Withdrawal" denotes the transfer of funds from the Client's account by redeeming Electronic money, utilizing the selected withdrawal method specified in the Account's withdrawal section.
14. "Electronic Money" or "E-Money" represents monetary value stored electronically, including magnetically, which is represented by the Client's claim on Quailpay. It is issued by Quailpay upon receipt of funds from the Client for the purpose of conducting payment transactions on the Quailpay System and is accepted by the Client.
15. "Fees" encompass any fees, rates, and charges levied by Quailpay for the provision of Services. These Fees may be amended by Quailpay from time to time in accordance with these Conditions. The Fees are applicable to the Client and form an integral part of these Conditions. If there are any specific Fee agreements with the Client, such agreements shall take precedence over these Conditions and general Fees in relation to certain services provided by Quailpay. Such agreements must be in writing and mutually accepted by both Quailpay and the Client.
16. "Services" encompass all the services offered by Quailpay, as specified in the Conditions. These services include, but are not limited to, Account maintenance, issuance of E-money upon receipt of funds, issuance of payment instruments and execution of payment transactions with issued E-money using payment instruments via the designated website of Quailpay, and any and all products available to the Client as specified in the Conditions, at any given time, on the Quailpay website and/or the Quailpay System.
17. "Transaction" refers to an action initiated by the Client, involving the placement, transfer, or withdrawal of funds, regardless of any underlying obligations between the Client and Quailpay, and excluding any applicable Fees. Transactions may take the following forms:
a. A financial operation using the Card and/or APM.
b. The transfer of funds and replenishment of an account existing in the electronic environment through the use of the Card and/or APM.
c. The online card transaction (OCT) if such a service is provided by the merchant.
18. "Login authorization data" encompasses all the authorization and verification information provided by Quailpay to the Client for the purpose of identification and logging into the Account. This includes unique account numbers, passwords, login codes, and any verification messages sent via email or mobile phone.
The definitions provided herein shall apply to any other documents related to the opening of the Client's Account or Client's Account with Quailpay and shall be considered an integral part of these Conditions unless otherwise specified in the relevant document.
References to persons shall include individuals, corporate bodies, unincorporated associations, partnerships, and any other entities. Words indicating a specific gender shall include all other genders. References to a Section or Sections shall be deemed references to the respective section(s) of these Conditions.
Headings and notes herein are provided for reference purposes only and shall not affect the interpretation and construction of the Conditions.
Relationships, Acknowledgements and Communications
2.1. The Client acknowledges and understands the following points:
2.1.1. Quailpay is not a credit institution or a bank, and the Client's Account should not be considered as a bank account.
2.1.2. Quailpay does not function as a trustee, fiduciary, or escrow holder in relation to the E-Money stored in the Client Account.
2.1.3. Any E-Money held within Quailpay does not accrue interest, and Quailpay does not provide interest payments on the balances in the Client's Account.
2.1.4. Quailpay provides authorized Clients with access to the Quailpay System, which allows them to purchase electronic money or request the redemption of electronic money, as well as make payments to and receive payments from third parties. Quailpay operates as an independent service provider for all purposes.
2.1.5. The availability of the services offered by Quailpay is subject to the Client undergoing a KYC process and all necessary checks to enable them to use the Website and the Services. This includes periodic, regular, annual, or extraordinary KYC checks related to the Client's activities.
2.1.6. Specific conditions, such as the Privacy Policy, Cookies Policy, Anti-Money Laundering and Know Your Client Policy Notice, and others, may be published on the Quailpay website and the Quailpay System. The Client agrees to regularly consult and review these sources to stay informed about any changes to the conditions and services. If the Client disagrees with any updates or changes to the terms and conditions outlined on the Website, they should immediately discontinue using the Website or the Services.
2.2. Relationship and communication between Quailpay and the Client:
2.2.1 Quailpay only provides its services to authorized Clients who have undergone thorough inspections and authorization by Quailpay.
2.2.2 To be authorized, the Client must accept the Conditions and any specific conditions published on the Quailpay website.
2.2.3 During the authorization process, Quailpay has the right to request information from the Client, including identification, within 3 business days. Additionally, Quailpay may request any necessary information in compliance with anti-money laundering laws and regulations. The Client must provide the requested information within 3 business days; failure to do so may result in the suspension or closure of the Account.
2.2.4 Quailpay is not obligated to accept or authorize any Client. The scope of information requested from the Client and the terms and conditions of acceptance are determined at Quailpay's discretion.
2.2.5 The Client is responsible for providing up-to-date information on all Clients, and Quailpay may request additional information as needed. Failure to provide the requested information may result in the unilateral termination of the Client's relationship with Quailpay.
2.2.6 If the Client fails to submit requested documents or information, Quailpay reserves the right to deactivate the Client's Account and decide on the continuation of the relationship.
2.2.7 The Client must promptly notify Quailpay of any changes in circumstances or information provided during the authorization process.
2.2.8 Once authorized, the Client receives a personal Account with Quailpay. The Account should only be accessed and used by the Client for the stated and declared purposes. If the planned activity or purpose changes, a new application for the Account must be submitted to Quailpay. The Client is responsible for protecting the Login authorization data and using the Account in accordance with the Conditions.
2.2.9 Each Client is permitted to have only one approved Account with Quailpay. Any additional information, applications, or documents submitted will be attached to the approved Account. If multiple Accounts are opened for the Client, Quailpay is authorized to close one Account at its discretion and transfer funds to the other Account, maintaining only one Account at a time.
2.2.10 The Client is prohibited from tampering with, hacking, modifying, or compromising the security or functionality of the Quailpay System. If such activities are suspected, Quailpay may freeze the Account and transactions until the suspicions are confirmed or disproven.
2.2.11 All information and communication will be conducted in English. English is the language used for the Conditions and communication between the Client and Quailpay.
2.2.12 The Client and Quailpay may use various means of communication, such as telephone, email, and mobile applications, as instructed and admitted by Quailpay. The Client acknowledges the inherent risks associated with these means of communication, including hardware or software failures, communication infrastructure issues, and interception by unauthorized parties. The Client assumes these risks and agrees to use the means of communication at their own risk and responsibility.
2.2.13 The Client releases Quailpay from any liability related to disruptions in communication due to Telecommunications Risks and circumstances described in section xiv Quailpay is not liable for any direct or indirect consequences attributable to Telecommunications Risks. Quailpay does not guarantee continuous, uninterrupted Internet connectivity and cannot be held responsible for any related issues.
2.2.14 Quailpay reserves the right to record and/or log all communication between the Client and Quailpay, including telephone conversations, internet exchanges, emails, and meetings. Such recordings or transcripts may be used as evidence in disputes involving Quailpay and/or the Client. However, the availability of these recordings cannot be relied upon by the Client.
2.2.15 Quailpay may provide notices and information to the Client by posting them on the website, emailing them to the registered email address, calling the Client, or sending SMS messages. The Client is responsible for internet access and an email account to receive communications and information.
2.2.16 Unless specified otherwise, notices are considered received by the Client within 24 hours of posting or emailing. If sent by mail, notices are considered received 3 business days after being sent.
2.2.17 The Client can request a copy of any legally required disclosures, including the Conditions, from Quailpay, provided in a durable medium such as email.
2.2.18 The Client may withdraw consent to receive electronic communications by requesting it from Quailpay, which may incur a document request fee for paper copies. Quailpay reserves the right to close the Client's Account if consent to electronic communications is withdrawn.
2.2.19 Notices to Quailpay must be sent by email to info@quailpay.com
2.2.20 By registering or using the Quailpay Account, the Client agrees to and accepts all terms and conditions stated in the Conditions. The use of the Account signifies the Client's unconditional approval of the Conditions.
2.3. The authorization process and the use of the services:
i. Creation and Maintenance of Wallets in Client's Account:
a. Upon authorized entrance into the Account, the Client shall be able to create electronic money Wallet or E-Wallet in different currencies, which are also referred to as sub-accounts and are recorded in the Quailpay System as sub-accounts in the chosen currency.
b. The Client is not required to maintain a balance in the Account, i.e., in one or several sub-accounts. If the Client does have a balance in their Account, funds representing the balance are segregated and pooled with the balances of other Clients in an account or several accounts held by Quailpay according to the requirements of the law and internal policies of Quailpay.
ii. Login and Authorization:
a. The Client shall access their Account via the Quailpay website by entering Login authorization data provided by Quailpay. If there are any issues with login authorization, the Client shall seek technical assistance by contacting Quailpay.
b. Once the Client's entered Login authorization data is verified by Quailpay, they shall gain access to the Account and be able to provide payment transactions' instructions to Quailpay.
c. If the Client suspects that their Login authorization data has been obtained by a third party, they shall immediately inform Quailpay and request the blocking of their Account until a full investigation and identification can be carried out. This can be done by calling or sending an email to Quailpay.
d. The Client acknowledges and accepts that Quailpay has access to the Client Account for supervision, audit, or security reasons, but Quailpay shall not take any action with the Client Account unless explicitly stipulated by these Terms and Conditions.
iii. Exclusive Rights to Use an Account:
a. The Client shall keep Login authorization data secret and fully confidential and protect it against any misuse. The Client shall be solely responsible for the loss or misuse of any Login authorization data and shall bear exclusive liability for any consequence of their use by unauthorized persons and fully indemnify Quailpay from any and all claims in this respect.
b. Anyone accessing the Account by entering Login authorization data shall be deemed to be the Client, without any further clarification from Quailpay. However, Quailpay remains free to request additional identification elements at any time to verify the Client's identity.
c. The Client may request Quailpay to block their Login authorization data if they suspect it has been compromised. Such blockage may be revoked by the Client only.
d. The Client acknowledges the electronic nature of the Quailpay System, which shall be provided strictly on an "AS IS" and "WITH ALL ITS FAULTS" basis.
iv. Transactions: Deposits, Withdrawals, Internal Transfers, and Payments:
a. In order to make a Transaction, the Client will need to: (i) fund their Account by purchasing electronic money to be credited to their Account or by receiving electronic money transferred via the Quailpay System from other Clients; (ii) prepare the transaction for execution, subject to final authorization by Quailpay.
b. The Transaction shall be executed by Quailpay as requested and prepared by the Client upon successful final authorization by Quailpay, which shall not be unreasonably withheld. Quailpay reserves the right to reject the final authorization of the Transaction for reasons stated in these Terms and Conditions.
v. Deposits:
a. The Client may purchase electronic money using one of the "Deposit" methods available, depending on certain criteria such as country of residence, etc. The Client must provide the requested information and pass all identity and security validation and verification checks before being accepted by Quailpay, which will allow funds to be deposited into the Account. For any Deposit, the Client authorizes Quailpay to obtain and receive funds on their behalf from the chosen payment source, deducting any applicable fees, and to issue electronic money to the Client's Account.
b. When depositing funds, the Client understands and expressly agrees that the funds they deposit in a chosen currency will be deposited by Quailpay into the respective Wallet, by depositing an equivalent amount of electronic money corresponding to that particular currency if the Client possesses a Wallet in that currency. The Client further understands and agrees that if they do not possess a Wallet in the deposited currency, Quailpay may automatically open a Wallet in that currency and deposit the funds into it, or it may be converted to another currency at Quailpay's discretion. Due to cross-border payments regulations in different regions, an FX difference between the processed amounts and settlement amounts may occur. The Client acknowledges this fact and agrees not to raise any claims regarding the mentioned conversion.
c. The Client understands, acknowledges, and accepts that due to cross-border payments regulations in different regions and settlement, an FX difference between the processed amounts and settlement amounts may occur, even if the Transaction currency and Account currency are the same.
d. The Client understands and accepts that Quailpay, at its full discretion, may impose certain limits on the amounts of purchased electronic money and/or impose special requirements and/or refuse to accept funds for electronic money purchase from the Client at the sole discretion of Quailpay.
e. A "Deposit" via Visa or MasterCard that has been successfully processed and electronic money that has been purchased and deposited into the Client's Wallet may not be canceled, and no refund is available. To redeem the deposited money via Visa or MasterCard, the Client shall proceed with a "Withdrawal" of electronic money to their Visa or MasterCard, although applicable fees may apply.
vi. Withdrawals:
a. The Client may "Withdraw" electronic money using one of the withdrawal methods available on the Account, depending on certain criteria such as country of residence, etc. The Client must provide the requested information and pass all identity and security validation and verification checks before the withdrawal is authorized by Quailpay. For any Withdrawal, the Client authorizes Quailpay to perform a remittance from electronic money into the Client's base currency via the chosen withdrawal source, deducting any applicable fees, and to remit the electronic money back to the Client.
b. The Client understands and expressly agrees that Quailpay may proceed with the Withdrawal of the Client's funds only into an account held in the Client's name at a credit institution, i.e., a bank, or into an account held in the Client's name at a payment institution that has established cooperation with Quailpay.
c. The Client understands and accepts that Quailpay may be required by law to impose certain limits on the amounts of Withdrawal of electronic money and/or impose special requirements and/or refuse to withdraw the Client's funds until the required information is submitted and all legal requirements are fully satisfied.
d. Deposits and Withdrawals are subject to fees and currency conversion fees depending on the method used, as outlined in the Fee Schedule available on the Quailpay website, which the Client agrees to constantly observe. Furthermore, Deposits and Withdrawals may be subject to limits based on the level of information provided by the Client, the potential risk presented by the Client, and may also be imposed at the sole discretion of Quailpay.