Terms and conditions

This document sets out the terms and conditions that apply when you use your IBANLY account to process payment transactions.

Company (referred to as either "the Company", « IBANLY»,«We», "Us" or "Our" in this Agreement) refers to IBAN TRANSFER LIMITED, 300-3665 KINGSWAY VANCOUVER BC V5R 5W2 CANADA.

We are registered as an MSB with the registration number M23339425 and authorized to provide payment services.

When you are entitled to use the «Mass payments» service

We call the payment processing product that we provide under these terms the «Mass payments».

To use the Services, you must have, and continue to have, an iBANLY account.

To use the services, you must also apply to, undergo verification, and be accepted by us. If you are a business customer and your application is accepted, we will activate your personal account.

To apply to use the Services as a Business customer, you must provide us with the information we request about your business. We may ask you for information about your business activity as a "company", "sole trader", or whatever it is you use your

iBANLY account to manage. This might include your website, merchant category code, average transaction ticket, highest transaction ticket, average monthly volumes, chargeback ratio, tax information, length of product fulfilment, the countries in which you will be carrying out your business activities, or any other information that we ask for.

As well as reviewing the Information you provide, we may also need to undertake further due diligence which may include retrieving information about you and your business or your iBANLY business activity from third parties. These third parties may include our service providers, credit reporting agencies, background checks and information bureaus. By agreeing to these Terms, you agree that we may retrieve this information, and you also agree that you will provide us with any reasonable assistance to provide that information.

We may, post-account opening, request additional information from you, retrieve data related to you, or conduct periodic reviews of the information we have regarding your utilization of the Services. In the event that any previously provided information undergoes changes, becomes incomplete, or becomes outdated, it is imperative that you promptly notify us. Additionally, if there are significant alterations to your business or iBANLY business activities, you are required to inform us promptly within 5 business days of the change.

Periodically, we will assess both the information supplied by you and the data retrieved about you, and based on our evaluation, make determinations regarding the activation (or deactivation) of your Merchant account or the potential disabling of services associated with your account.

When you use a specific payment method, we may also need to share any information received from you, or information obtained about you, as well as the information we hold regarding your use of our services, with the partners we engage to provide that payment method. This may be necessary during our decision-making process regarding the provision of our services to you or while you are actively using them.

The Services are intended for accepting payments from individuals or businesses that purchase your goods or services within the scope of your business activities. In these Terms, we refer to these entities as 'Customers,' and each payment accepted or processed for a Customer is referred to as a 'Transaction'.

You must also use the Services in a lawful and proper manner. This means that you must obey all international and domestic laws, rules, and regulations that apply. These may include the requirements of payment systems or other third parties, as well as legislative bodies.

You can also only use the Services yourself, and only in your own right, in the course of your business activities. This means that you cannot allow anyone other than you to use the Services and you cannot use the Services to accept or process payments on behalf of anyone else. It also means you cannot use the Services in a personal capacity, outside of your business activities. You are responsible, if we suffer any loss, relating to any acts and omissions of anyone who uses your account to access the Services.

In particular, you must comply with any requirements relating to refunds, chargebacks, the use or provision of financial services, payment services, notification and consumer protection, unfair competition, privacy, advertising, and any other laws relevant to your Transactions. These include the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (S.C. 2000, c. 17). last amended on

2023-06-22., Canada Consumer Product Safety Act (S.C. 2010, c. 21), Privacy Act (R.S.C., 1985, c. P-21). last amended on 2023-09-01, Financial Consumer Agency of Canada Act (S.C. 2001, c. 9), Bank Act (S.C. 1991, c. 46)

You cannot use the Services to process any other transactions prohibited by these Terms either.

If you accept or process any transactions that are prohibited by these Terms or any other law or agreement between us, or we think your business is exposing us to an unacceptable risk, then we may immediately terminate or suspend your use of the Services, or refuse, refund, condition, or suspend the activities we think are in breach. We may also do this if we think you are trying to or are likely to do one of these things, even if you don't actually do it.

What types of transactions can you process?

You cannot use the Services to process any "Illegitimate Transaction". This means any transaction which is inaccurate, incomplete, not typical for your business, without the Customer's authorisation, contrary to any applicable laws, suspicious, fraudulent or made for purposes other than in connection with the business purposes you have described to us. It also includes any transaction which is not a legitimate legal commercial transaction between you and your Customers for goods or services that are free of liens, claims, and encumbrances.

You may not use the Services to enable you or any other person to benefit from any activities that we decide are a prohibited business or activity from time to time (collectively, "Restricted Businesses"). Restricted Businesses includes the use of the Services in or for the benefit of a country, organisation, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the Canadian government (Canadian sanctions legislation), United States Office of Foreign Asset Control (OFAC), the European Commission, or the United Kingdom. It also includes any business which we or any third party we use to process payments otherwise decides is a Prohibited Business.(You can find detailed information in our Acceptable Use Policy).

If you are uncertain whether a category of business or activity is a Prohibited Business or have questions about how these restrictions apply to you, please contact us: Onboarding@ibanly.com.

Whenever using the Services, you must also not do the following things, and must ensure that any third parties do not do them using your account:

• access or attempt to access non-public iBANLY systems, programs, data, or services;

• copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our website except as expressly permitted by an applicable laws;

• work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited;

• reverse engineer or attempt to reverse engineer the Services except as expressly permitted by applicable laws;

• perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or

• impose an unreasonable or disproportionately large load on the Services.

You are solely responsible for your relationship with your customers. This means that you are solely responsible for the nature and quality of the products or services you provide, their delivery, support, refunds, returns, disputes, and chargebacks, and for any other aspect of your relationship with your customers. You undertake to us to meet your responsibilities to your customers under any applicable laws.

We are not responsible in any way for your relationship with your customers or otherwise for the products or services you publicise or sell. In particular, we will not provide your customers with any support regarding Transaction receipts, product or service delivery, returns, refunds, and any other issues related to your products, services or business.

However, it is very important to us that your Customers understand the purpose, amount, and conditions of the charges you submit using the Services. With that in mind, when using the Services you must:

• ^{accurately communicate, and not misrepresent, to your customers the nature of} the Transaction, prior to submitting it to us;

• ^{provide Customers a meaningful way to contact you in the event that the} product or service is not provided as described;

• ^{not use Services to sell products or services in a manner that is unfair or} deceptive, exposes Customers to unreasonable risks, or does not disclose material terms of a purchase in advance;

• ^{inform Customers that iBANLY and its affiliates process Transactions} (including payment Transactions) for you;

• ^{not refund Charges in cash;}

• ^{follow any legal consumer protection obligations you have when you transact} with individuals;

• ^{have a reasonable return, refund, cancellation, or adjustment policy, and clearly} explain the process by which Customers can access it.

We call these your "Seller Obligations".

Payouts

After we process a Transaction, we will settle the funds into (or out of) the relevant iBANLY Business, Business+ or your Premium account in your name. We call this account a "Payout account" in these Terms (but you may be allowed to use it for other things too). You may have more than one Payout account (for example, for different currencies).

Multi-Currency Processing

You may be granted the capability to accept payments from third parties in various currencies, as well as the option to receive settlements in a currency different from the one the third party used for payment. These functionalities are collectively referred to as "Multi-Currency Processing."

In the event that you engage in Multi-Currency Processing, we will ascertain the currency exchange rate and associated fees at the time of the transaction. If a transaction is subsequently reversed, such as through a refund initiated by you

or us, the currency exchange rate applied will be the rate in effect at the time of the reversal, rather than the rate at the time of the original charge.

Security interests

You grant us a lien and security interest in all funds for Transactions that we process for you, including funds that we deposit into your Account, as well as funds held in any other accounts to which such Transaction funds are deposited or transferred.

This means that if you have not paid funds that you owe to us, your Customers, or to any of our affiliates, we will have a right superior to the rights of any of your other creditors to seize or withhold funds owed to you for Transactions that we process through the Services, and to debit or withdraw funds from any account you hold with us. If you are a iBANLY Business, Business+ or your Premium customer, this means we can debit or withdraw funds from your account if you have not paid funds you owe to us in relation to your Business, Business+ or your Premium account.

If we require it, you will need to execute and deliver any documents and pay any associated Fees we consider necessary to create, perfect, and maintain this security interest. If you don't wish to do this, we may need to terminate these Terms for breach and stop providing the Services to you.

Disputes, refunds and chargebacks

Even authorised Transactions may be subject to a dispute by a Customer, or otherwise reversed. We are not responsible for, or liable to you, for any Transaction which is later the subject of a dispute, refund, chargeback, other reversal or which is otherwise submitted without authorisation or proper basis.

In the event of a Transaction reversal, the funds previously credited to your accounts will be deducted, and the corresponding amount will be refunded to the Customer. This reversal will be documented in your transaction history. For instance, a Transaction may be reversed in scenarios such as:

it was made in connection with an Illegitimate Transaction or a Prohibited Business; it was made following or in connection with a breach of these Terms;

a third party partner has invalidated the charge or it breaches their requirements; funds we settled to you without authorisation or otherwise in error;

We may also cancel the payment and/or freeze funds in the event that our AML (Anti- Money Laundering) compliance team deems the transaction as suspicious or unjustified. We shall not be held liable for any potential losses arising from the cancellation and/or freezing of funds for compliance with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act of Canada.

You may have the ability to challenge a reversal by submitting evidence. We may request additional information to assist with assessing the challenge. We may need to share this information with the third parties we worked with to process the payment as well. However, we cannot guarantee that any challenge will be successful. We (or those third parties) may deny your challenge for any reason we (or they) deem appropriate. You may not submit a new charge which duplicates a Transaction that is subject to a dispute.

On top of these Terms, additional terms may apply for some specific payment methods or types. We call these "Payment Terms".

If Payment Terms do apply to a payment method, we'll let you know before you use the method, and the Payment Terms will form part of this agreement once you use the payment method. We may add, remove or change payment methods at any time. When we do so, we will add, remove or change the relevant Payment Terms, and let you know. Your continuing use of a payment method will constitute your agreement to any such additions, removals and changes.

Merchant initiated transactions

We may allow you to use the Services to initiate payments on behalf of a consent you have obtained from a customer, but without the customer necessarily being present. We call these "merchant initiated transactions". You cannot do this without our express permission.

If you submit a merchant initiated transaction, you must:

• ^{Get your customer's authorisation, in advance, to obtain the payment. This} authorisation must be specific to how the amount will be determined (for example, is it set or variable) and when and how often the payment will be taken (for example, at a regular interval, or on the happening of an event).

• ^{Provide the customer with a copy of terms and conditions for any subscription} and obtain the customer's agreement to them. Those terms and conditions which must include confirmation that the customer agreed to a subscription, the start and end date of the subscription, details of the goods or services, the ongoing transaction amount and billing frequency, whether any of these things will change after a set time or trial period.

• ^{Provide the customer with a warning in advance of, and a transaction receipt} after, every time you initiate a merchant initiated transaction. This must state the transaction amount and date, for the initial transaction and for subsequent recurring transactions. You must do this even if no amount is due to be paid (for example, due to a promotion or trial period).

• ^{Provide the customer with a simple mechanism to easily cancel any} subsequent transactions online, regardless of how they initially signed up the subscription.

• ^{You must keep a record of the basis on which you determined any submitted} Charge was eligible to be submitted as a merchant initiated transaction and make such records available to us, our regulators and/or our auditors immediately on request.

Our security obligations

To the extent applicable to the Services, we will provide the Services in a manner that is consistent with applicable PCI Standards, including the PCI-DSS. Our compliance with applicable PCI Standards will be confirmed by a qualified security assessor (QSA) periodically, as required of a PCI service provider.