Version: 1.0
Effective Date: 26.08.2026
Published at: 26.08.2026

1. ABOUT THESE TERMS

1.1. Scope

These Fintellex General Merchant Terms (the “General Terms”) set out the general terms and conditions applicable to the provision of services by FINTELLEX SOLUTIONS LTD. (“Fintellex”) to a merchant that enters into an Order Form with Fintellex (the “Merchant”).

These General Terms apply to all Services provided by Fintellex to the Merchant, unless expressly stated otherwise in the applicable Order Form or Product Terms.

1.2. Agreement with Fintellex

The Merchant enters into an agreement with Fintellex by executing an Order Form that incorporates these General Terms by reference.

The Order Form, these General Terms, the applicable Product Terms and any applicable policies or other documents incorporated by reference in accordance with these General Terms together constitute the “Agreement.”

1.3. Product-Specific Terms

Certain Services are subject to additional terms applicable to the relevant product or service (“Product Terms”).

Only the Product Terms relating to the Services identified in the applicable Order Form shall apply to the Merchant.

For example, where the Merchant receives Card Pay-in Services, the Fintellex Card Pay-in Terms shall apply. Product Terms relating to Services not ordered by the Merchant shall not apply.

1.4. Merchant-Specific Conditions

The commercial, operational, processing, settlement, risk and other Merchant-specific conditions applicable to the Services shall be specified in the relevant Order Form.

The Merchant shall only be bound by an Order Form that has been entered into between Fintellex and that Merchant.

1.5. Incorporated Documents

Certain policies, rules or other documents may be incorporated into the Agreement by reference where applicable to the Merchant or the Services.

Any such incorporated document shall form part of the Agreement only to the extent applicable to the Merchant or the relevant Services.

Changes to incorporated documents shall be made in accordance with Section 18 (Changes to These Terms), where applicable.

2. DEFINITIONS AND INTERPRETATION

2.1. Definitions

“Agreement” means the contractual relationship between Fintellex and the Merchant consisting of the applicable Order Form, these General Terms, the applicable Product Terms and any applicable documents incorporated by reference.

“Applicable Law” means any law, regulation, regulatory requirement, court or governmental order, sanction, rule or legally binding requirement applicable to a Party, the Services or the activities carried out under the Agreement.

“Acquirer” means a bank, financial institution, payment service provider or other entity that provides acquiring or comparable payment acceptance services in connection with a Service.

“Affiliate” means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party.

“Data Protection Laws” means Applicable Law relating to the protection, privacy or processing of Personal Data applicable to a Party or the relevant processing activity.

“Personal Data” means any information relating to an identified or identifiable natural person, as defined or otherwise protected under applicable Data Protection Laws.

“Authorized E-mail Address” means an e-mail address identified by a Party in an Order Form or otherwise designated in accordance with the Agreement for contractual, operational or other authorized communications.

“Business Day” means any day other than a Saturday, Sunday or official public holiday in the Republic of Latvia.

“Confidential Information” means any non-public commercial, financial, technical, operational, business or other information disclosed by or on behalf of one Party to the other Party in connection with the Agreement that is identified as confidential or that should reasonably be understood to be confidential given the nature of the information or the circumstances of its disclosure.

“Fees” means the fees, charges and other amounts payable by the Merchant in connection with the Services, as specified in the applicable Order Form, Product Terms or otherwise agreed between the Parties in accordance with the Agreement.

“Fintellex” means FINTELLEX SOLUTIONS LTD., incorporated under the laws of Ontario, Canada, with registration number 1000707029 and FINTRAC registration number C100000896.

“Merchant” means the legal entity identified as the merchant or customer in the applicable Order Form.

“Order Form” means a document entered into between Fintellex and the Merchant identifying the Services ordered by the Merchant and the applicable Merchant-specific commercial, operational, processing, settlement, risk or other conditions.

“Product Terms” means additional terms governing a particular Service or category of Services provided by Fintellex.

“Services” means the payment, technology, processing or related services identified in an applicable Order Form and provided by Fintellex in accordance with the Agreement.

“Transaction” means a payment, transfer or other transaction submitted, initiated, processed or otherwise handled in connection with the Services, as further described in the applicable Product Terms.

2.2. Product-Specific Definitions

Terms relating exclusively to a particular Service may be defined in the applicable Product Terms.

A definition contained in Product Terms shall apply only in relation to the Service governed by those Product Terms unless expressly stated otherwise.

2.3. Interpretation

(a) references to a Section are references to a section of these General Terms;

(b) references to the singular include the plural and vice versa;

(c) references to a person include an individual, company, partnership, organization, governmental authority or other legal entity;

(d) the words “including,” “includes” and similar expressions shall be interpreted as being without limitation;

(e) headings are included for convenience only and shall not affect interpretation; and

(f) references to any law, regulation, rule, policy or other requirement include any amendment, replacement or successor thereto.

3. CONTRACTUAL FRAMEWORK

3.1. Contractual Documents

The Agreement between Fintellex and the Merchant may consist of:

(a) one or more applicable Order Forms;

(b) these General Terms;

(c) the Product Terms applicable to the Services identified in the relevant Order Form; and

(d) any policies or other documents incorporated into the Agreement by reference in accordance with these General Terms.

The Merchant is not required to enter into Product Terms relating to Services that it has not ordered.

3.2. Order Forms

Each Order Form identifies the particular Services ordered by the Merchant and the applicable Merchant-specific conditions.

Different Services may be subject to separate Order Forms.

The execution of an Order Form for one Service shall not automatically activate or apply any other Service.

3.3. Order of Precedence

In the event of any inconsistency between the documents forming the Agreement, the following order of precedence shall apply in relation to the relevant subject matter:

(a) the applicable Order Form;

(b) the applicable Product Terms;

(c) these General Terms; and

(d) applicable incorporated policies or other incorporated documents.

However, an Order Form shall prevail only with respect to the Merchant-specific commercial, operational, processing, settlement, risk or other conditions expressly addressed in that Order Form.

3.4. Application of Product Terms

Product Terms apply only to the Services to which they expressly relate.

Where the Merchant uses more than one Service, more than one set of Product Terms may apply simultaneously, each solely in relation to the relevant Service.

3.5. Additional Order Forms

The Parties may add additional Services by entering into additional Order Forms.

Unless otherwise expressly agreed, entering into an additional Order Form shall not require the Parties to re-execute these General Terms.

3.6. Separate Services

The suspension or termination of one Service or Order Form shall not automatically terminate another Service or Order Form unless:

(a) expressly provided in the Agreement;

(b) the relevant Services are technically or operationally dependent on each other; or

(c) continuation of the other Service is not reasonably possible due to Applicable Law, regulatory requirements or the requirements of a third-party service provider involved in providing the Services.

SECTION 4 — SERVICES

4.1. Provision of Services

Fintellex shall provide the Services identified in the applicable Order Form in accordance with the Agreement.

The scope and nature of each Service, together with any product-specific conditions applicable to that Service, may be further described in the applicable Product Terms.

4.2. Scope of Services

The Services available to the Merchant are limited to those expressly identified in the applicable Order Form.

The availability of any other service, functionality, payment method, processing route or feature shall not create any obligation on Fintellex to provide it to the Merchant unless it has been agreed in accordance with the Agreement.

4.3. Service Providers

Fintellex may provide the Services through or with the assistance of banks, payment service providers, processors, technology providers and other third-party service providers.

The involvement or replacement of a third-party service provider shall not, by itself, require amendment or re-execution of the Agreement, provided that the relevant Service continues to be provided substantially in accordance with the applicable Order Form and Product Terms.

4.4. Technical and Operational Requirements

The Merchant shall comply with the reasonable technical and operational requirements communicated by Fintellex that are necessary for the provision, integration, security or proper operation of the Services.

Product-specific technical or operational requirements may be specified in the applicable Product Terms or communicated to the Merchant in accordance with the Agreement.

4.5. Changes to Technical Arrangements

Fintellex may make reasonable technical or operational changes to the manner in which a Service is provided, including changes to integrations, technical connections, routing arrangements or third-party service providers.

Where such a change reasonably requires action by the Merchant, Fintellex shall provide the Merchant with reasonable information and, where practicable, reasonable advance notice taking into account the nature and urgency of the change.

Any change materially affecting Merchant-specific commercial or other conditions expressly agreed in an Order Form shall be dealt with in accordance with the applicable provisions of the Agreement.

4.6. No Exclusivity

Unless expressly stated otherwise in an applicable Order Form, the Agreement does not create an exclusive relationship between the Parties.

The Merchant may use other service providers, and Fintellex may provide services to other merchants, subject in each case to the confidentiality and other obligations under the Agreement.

 

SECTION 5 — MERCHANT INFORMATION AND ELIGIBILITY

5.1. Merchant Information

The Merchant shall provide Fintellex with such information and documents as may reasonably be required for onboarding, verification, provision of the Services and compliance with Applicable Law, subject to the applicable requirements and timeframes set out in Section 13.

Information and documents provided by or on behalf of the Merchant shall be accurate, complete and not misleading in any material respect.

5.2. Changes to Merchant Information

The Merchant shall notify Fintellex without undue delay of any material change to information previously provided to Fintellex where such change may reasonably affect the provision of the Services, the Merchant’s eligibility for the Services or Fintellex’s compliance obligations.

Fintellex may reasonably request updated information or documents from time to time.

5.3. Eligibility

The availability of Services is subject to the Merchant satisfying the applicable eligibility, onboarding and compliance requirements.

Fintellex may determine whether a Service is available to a Merchant taking into account the nature of the Service, the Merchant’s business and such other factors as are reasonably relevant to the provision of that Service.

5.4. Ongoing Eligibility

The Merchant shall continue to satisfy the requirements applicable to the Services throughout the period in which it receives those Services.

Where Fintellex reasonably determines that the Merchant no longer satisfies a requirement necessary for the provision of a Service, Fintellex may take the measures permitted under the Agreement, including those set out in Sections 15 (Suspension) and 16 (Term and Termination).

5.5. Merchant Responsibility for Information

The Merchant is responsible for information and documents submitted to Fintellex by its authorized representatives, employees or other persons acting on its behalf.

The Merchant shall reasonably cooperate with Fintellex in verifying or updating such information where required for the provision of the Services or compliance with Applicable Law.

 

SECTION 6 — MERCHANT RESPONSIBILITIES

6.1. Use of the Services

The Merchant shall use the Services only for its own legitimate business activities, in accordance with the Agreement, Applicable Law and the scope of use approved or otherwise permitted by Fintellex for the relevant Service.

6.2. Use on Behalf of Third Parties

The Merchant shall not use the Services on behalf of another merchant, legal entity or third party, or allow any other person to use the Services through the Merchant, unless expressly permitted by Fintellex in writing.

6.3. Compliance with Service Conditions

The Merchant shall comply with the conditions applicable to each Service as set out in the relevant Order Form, Product Terms and any applicable incorporated policies.

Where Merchant-specific restrictions, limits or conditions are specified in an Order Form, the Merchant is responsible for ensuring that its use of the relevant Service complies with those restrictions, limits and conditions.

6.4. Merchant Systems and Controls

The Merchant shall maintain reasonable technical, operational and organizational measures necessary for its proper use of the Services and for compliance with the Agreement.

Where any part of the operation, configuration or control of the Merchant’s systems is necessary for the proper provision or use of a Service, the Merchant shall be responsible for maintaining such systems and controls in accordance with the applicable requirements communicated by Fintellex.

6.5. Security

The Merchant shall take reasonable measures to protect its systems, credentials, access details and other means used to access or interact with the Services against unauthorized access, use or disclosure.

The Merchant shall notify Fintellex without undue delay upon becoming aware of any material unauthorized access, security incident or compromise that may reasonably affect the Services or Transactions.

Any product-specific security requirements shall be governed by the applicable Product Terms.

6.6. Merchant Personnel and Representatives

The Merchant is responsible for the acts and omissions of its employees, representatives, contractors and other persons acting on its behalf in connection with the Services to the same extent as if such acts or omissions were those of the Merchant.

The Merchant shall ensure that persons authorized to access or use the Services on its behalf have appropriate authority to do so.

6.7. Cooperation

The Merchant shall reasonably cooperate with Fintellex in connection with the provision of the Services, including by providing information, documentation or assistance reasonably required to investigate Transactions, resolve operational issues or satisfy obligations applicable to the Services.

Compliance-related information and documentation shall be provided in accordance with Section 13. Any product-specific requirements regarding the form, content or timeframe for providing other information, documentation or assistance may be specified in the applicable Product Terms or Order Form.

6.8. No Misuse of the Services

The Merchant shall not knowingly use, or permit the use of, the Services in a manner intended to circumvent restrictions applicable under the Agreement, conceal the true nature or source of Transactions, facilitate unauthorized third-party activity or otherwise misuse the Services.

Nothing in this Section limits any more specific restriction or obligation contained in the applicable Product Terms or Order Form.

 

SECTION 7 — FEES AND PAYMENTS

7.1. Fees

The Merchant shall pay the Fees applicable to the Services as specified in the applicable Order Form or Product Terms.

Unless otherwise stated in the applicable Order Form, Fees are exclusive of any applicable taxes, duties or similar governmental charges.

7.2. Calculation and Deduction of Fees

Fees may be calculated and deducted from amounts processed, settled, held or otherwise payable to the Merchant where provided for in the applicable Order Form or Product Terms.

Where Fees cannot be deducted in this manner, Fintellex may issue an invoice to the Merchant.

7.3. Invoices

Unless a different payment period is specified in the applicable Order Form or Product Terms, any invoice issued by Fintellex under the Agreement shall be payable within five (5) Business Days from the date of issuance.

The Merchant shall pay invoices in the currency and to the account specified in the relevant invoice or otherwise communicated by Fintellex.

7.4. Taxes

Each Party shall be responsible for taxes imposed on it under Applicable Law.

Where Fintellex is required by Applicable Law to collect, withhold or account for any tax in connection with amounts payable under the Agreement, Fintellex may take such action and make such deductions as required by Applicable Law.

7.5. Payment Disputes

If the Merchant reasonably disputes an invoice or other amount charged by Fintellex, the Merchant shall notify Fintellex in accordance with Section 9 and provide reasonable details of the disputed amount and the basis of the dispute.

A dispute relating to part of an invoice or payment obligation shall not relieve the Merchant from paying any undisputed amount when due.

7.6. Outstanding Amounts

Any amount properly due and payable by the Merchant under the Agreement shall remain payable notwithstanding suspension or termination of any Service or the Agreement.

Fintellex may deduct or set off amounts properly due from the Merchant against amounts payable by Fintellex to the Merchant where permitted under the applicable Product Terms or Order Form.

7.7. Changes to Fees and Commercial Terms

Any change to Merchant-specific Fees, pricing or other commercial terms shall be governed by the applicable Order Form or Product Terms.

Changes to these General Merchant Terms shall be governed by Section 18.

SECTION 8 — COMMUNICATIONS AND NOTICES

8.1. Authorized Contact Details

Each Party shall provide and maintain current contact details for communications relating to the Agreement and the Services.

The Merchant’s authorized contact details may be specified in the applicable Order Form or otherwise communicated to Fintellex in accordance with this Section.

The Merchant shall notify Fintellex without undue delay of any change to its authorized contact details.

8.2. Electronic Communications

The Parties may communicate in connection with the Agreement and the Services by e-mail and, for operational matters, through any other communication channel agreed or customarily used between the Parties.

Communications sent through an agreed operational communication channel may be relied upon for operational instructions, technical matters, requests for information and other day-to-day matters relating to the Services.

8.3. Formal Notices

Any notice relating to termination of the Agreement or a Service, a material contractual breach, a claim or dispute, or any other matter expressly requiring formal written notice under the Agreement shall be sent by e-mail to the authorized e-mail address designated by the receiving Party for such notices.

A formal notice sent in accordance with this Section shall be deemed received on the Business Day on which it is delivered to the designated e-mail address, provided that no delivery failure notification is received. If sent on a day that is not a Business Day, it shall be deemed received on the next Business Day.

8.4. Operational Communications

Operational communications do not require amendment or re-execution of the Agreement where they implement or administer conditions already permitted under the Agreement.

Such communications may include technical instructions, routing designations, changes to technical destinations, requests for information, operational updates and other matters that do not amend Merchant-specific contractual conditions requiring agreement under the applicable Order Form.

8.5. Communications from the Merchant

Where the Agreement requires the Merchant to provide a notice, instruction, approval, request or other communication in writing, Fintellex may rely on a communication sent from an authorized Merchant e-mail address or through another agreed communication channel.

The Merchant is responsible for ensuring that persons using its authorized communication channels have appropriate authority to send communications on its behalf.

8.6. Records of Communications

Each Party may retain electronic records of communications relating to the Agreement and the Services.

Electronic records, including e-mails and records generated through agreed operational communication channels, may be used as evidence of communications between the Parties, subject to Applicable Law.

8.7. Language

Unless otherwise agreed between the Parties, contractual notices and material communications relating to the Agreement shall be made in English.

 

 

SECTION 9 — COMPLAINTS AND CLAIMS

9.1. Raising a Complaint or Claim

The Merchant may submit a complaint or claim relating to the Services or the Agreement by written notice to Fintellex in accordance with Section 8.

The complaint or claim shall include sufficient information to enable Fintellex to identify and review the relevant matter, including, where applicable, the relevant Transaction, amount, date and the basis of the complaint or claim.

9.2. Time for Submission

The Merchant shall submit any complaint or claim without undue delay after becoming aware of the matter giving rise to it.

Where the Agreement establishes a specific period for disputing a particular Transaction, settlement report, statement, contractual penalty or other matter, that specific period shall apply.

9.3. Review and Cooperation

Fintellex shall review complaints and claims in good faith and may request such additional information or documentation as may reasonably be required to assess the matter.

The Merchant shall reasonably cooperate with Fintellex and provide information or documentation reasonably available to it and relevant to the complaint or claim.

9.4. Response Period

Fintellex shall review and respond to a complaint or claim within thirty (30) calendar days from the date on which Fintellex receives the complaint or claim together with sufficient information reasonably required to commence its review.

Where the nature or complexity of the matter, the need for additional information, or the involvement of a third party reasonably requires additional time, Fintellex may extend the review period by up to fifteen (15) additional calendar days. Fintellex shall inform the Merchant of such extension before expiry of the initial thirty (30) calendar-day period.

9.5. Third-Party Matters

Where a complaint or claim relates to an action, decision, assessment or other matter involving a bank, payment service provider, processor, payment network or other third party, Fintellex may refer the matter to, or obtain information from, the relevant third party as part of its review.

The involvement of a third party may constitute a basis for an extension of the review period in accordance with Section 9.4.

9.6. Effect of a Complaint or Claim

Unless otherwise expressly provided in the Agreement or agreed by Fintellex in writing, the submission or review of a complaint or claim shall not suspend any payment, deduction, set-off, settlement adjustment or other obligation or right that has become due or exercisable under the Agreement.

Where Fintellex determines following its review that a correction or adjustment is appropriate, Fintellex shall make the applicable correction or adjustment.

9.7. No Limitation of Mandatory Rights

Nothing in this Section limits any right or remedy that cannot lawfully be limited or excluded under Applicable Law.

SECTION 10 — CONFIDENTIALITY

10.1. Confidential Information

“Confidential Information” has the meaning given in Section 2.1. A Party disclosing Confidential Information is the “Disclosing Party” and the Party receiving it is the “Receiving Party.”

Confidential Information may include commercial, financial, technical, operational and business information, pricing, transaction-related information, documentation, processes and other non-public information relating to the Disclosing Party or its business.

10.2. Confidentiality Obligations

The Receiving Party shall:

(a) keep the Confidential Information confidential;

(b) use it only for purposes connected with the Agreement, the Services or the exercise or performance of its rights and obligations under the Agreement; and

(c) take reasonable measures to protect it against unauthorized access, use or disclosure.

10.3. Permitted Disclosure

The Receiving Party may disclose Confidential Information to its employees, officers, professional advisers, auditors, contractors and service providers who reasonably need access to such information for purposes connected with the Agreement, provided that they are subject to appropriate confidentiality obligations.

Fintellex may also disclose Confidential Information to banks, payment service providers, Acquirers, processors, payment networks and other third-party service providers where reasonably necessary for the provision, administration, monitoring or support of the Services.

10.4. Required Disclosure

A Party may disclose Confidential Information where required by Applicable Law, a court, regulatory authority or other competent authority.

10.5. Exclusions

Confidential Information does not include information that the Receiving Party can reasonably demonstrate:

(a) is or becomes publicly available other than through a breach of the Agreement;

(b) was lawfully known to the Receiving Party before disclosure;

(c) is lawfully received from a third party without a duty of confidentiality; or

(d) is independently developed without use of the Disclosing Party’s Confidential Information.

10.6. Duration

The confidentiality obligations under this Section shall continue during the term of the Agreement and for three (3) years following its termination or expiry.

Any information that constitutes a trade secret shall remain protected for so long as it qualifies as a trade secret under Applicable Law.

10.7. Data Protection

Where Confidential Information includes Personal Data, the processing of such Personal Data shall also be subject to Section 11 (Data Protection) and any applicable Data Processing Agreement.

 

 

SECTION 11 — DATA PROTECTION

11.1. Compliance with Data Protection Laws

Each Party shall comply with the Data Protection Laws applicable to its processing of Personal Data in connection with the Agreement and the Services.

11.2. Processing of Personal Data

Each Party may process Personal Data to the extent reasonably necessary for the performance of the Agreement, provision and use of the Services, compliance with Applicable Law, prevention and investigation of fraud or misuse, and protection of its legitimate rights and interests.

The respective roles and responsibilities of the Parties in relation to the processing of Personal Data shall be determined in accordance with applicable Data Protection Laws and, where applicable, the Data Processing Agreement.

11.3. Data Processing Agreement

Where the nature of the Services or the processing of Personal Data requires the Parties to enter into or be subject to a Data Processing Agreement, the applicable Fintellex Data Processing Agreement shall form part of the Agreement in accordance with Section 1.5.

11.4. Third-Party Service Providers

Fintellex may disclose or make Personal Data available to banks, payment service providers, Acquirers, processors, technology providers and other third-party service providers where reasonably necessary for the provision, administration, security or support of the Services, subject to applicable Data Protection Laws.

11.5. Security

Each Party shall maintain appropriate technical and organizational measures designed to protect Personal Data processed by it in connection with the Services against unauthorized or unlawful processing and against accidental loss, destruction, alteration or disclosure.

11.6. Further Requirements

Any additional or more specific requirements relating to Personal Data, including applicable controller or processor obligations, international transfers, data subject rights, security incidents, retention and deletion, shall be governed by the applicable Data Processing Agreement and Data Protection Laws.

 

 

SECTION 12 — INTELLECTUAL PROPERTY

12.1. Ownership

Each Party retains all right, title and interest in and to its intellectual property, technology, software, systems, documentation, trademarks, trade names, logos, materials and other proprietary rights owned or developed by that Party independently of the Agreement.

Nothing in the Agreement transfers ownership of any intellectual property from one Party to the other unless expressly agreed in writing.

12.2. Use of Fintellex Materials

To the extent Fintellex makes any software, documentation, integration materials, interfaces or other proprietary materials available to the Merchant in connection with the Services, Fintellex grants the Merchant a limited, non-exclusive, non-transferable right to use such materials solely to the extent necessary to receive and use the Services during the applicable term.

The Merchant shall not copy, modify, distribute, sell, sublicense or otherwise exploit such materials except as permitted by the Agreement or with Fintellex’s prior written consent.

12.3. Merchant Materials

The Merchant retains ownership of its trademarks, trade names, logos, content and other materials provided to Fintellex.

The Merchant grants Fintellex a non-exclusive right to use such materials to the extent reasonably necessary to provide, administer and support the Services and perform Fintellex’s obligations under the Agreement.

12.4. Third-Party Intellectual Property

Certain Services may involve software, technology, trademarks or other intellectual property owned or licensed by third parties.

The Merchant shall comply with any applicable restrictions relating to such third-party intellectual property where those restrictions are communicated to the Merchant or otherwise form part of the Agreement.

12.5. No Implied Rights

Except for the rights expressly granted under the Agreement, neither Party receives any right or licence in respect of the other Party’s intellectual property.

 

 

SECTION 13 — COMPLIANCE

13.1. Compliance with Applicable Law

Each Party shall comply with Applicable Law applicable to its own activities and obligations under the Agreement.

Fintellex shall apply its onboarding, verification and compliance procedures in connection with the provision of the Services. The Merchant shall provide such information and documentation as may reasonably be required for those purposes.

The Merchant shall remain responsible for ensuring that its business activities, products and services, and its use of the Services comply with Applicable Law applicable to the Merchant.

13.2. Licences and Authorizations

The Merchant shall maintain any licences, registrations, permissions or authorizations required under Applicable Law for the conduct of its business and its use of the Services.

The Merchant shall notify Fintellex without undue delay if any material licence, registration, permission or authorization relevant to the Services is suspended, restricted, revoked or otherwise materially affected.

13.3. Compliance Requirements

The Merchant shall comply with the compliance requirements applicable to its use of the Services under the Agreement and Applicable Law.

Any additional requirements specific to a particular Service shall be governed by the applicable Product Terms or Order Form.

13.4. Compliance Information and Cooperation

Fintellex may reasonably request information or documentation necessary for onboarding, verification, ongoing monitoring or to satisfy compliance obligations applicable to Fintellex or the Services.

The Merchant shall provide the requested information or documentation within five (5) Business Days from Fintellex’s request, unless a different timeframe is specified in the request.

Where a requested document cannot reasonably be obtained within the applicable timeframe due to an official issuance, certification, notarization, apostille, legalization or similar process outside the Merchant’s reasonable control, the Merchant shall notify Fintellex within the applicable timeframe and provide reasonable evidence that the relevant document has been requested or the required process has been initiated. In such case, the document shall be provided promptly upon receipt and within the timeframe reasonably required for completion of the relevant official process.

Notwithstanding the above, Fintellex may require a shorter timeframe where reasonably necessary due to the nature or urgency of the matter, including where required by Applicable Law, a regulatory authority or a third-party service provider involved in the provision of the Services.

If the Merchant fails to provide the requested information or documentation within the applicable timeframe, or where Fintellex reasonably requires independently sourced or official information or documentation for compliance or verification purposes, Fintellex may obtain such information or documentation from official registries, public authorities, recognized information providers or other reasonably reliable sources.

Where reasonably practicable, Fintellex shall inform the Merchant before incurring material third-party costs for obtaining such information or documentation.

The Merchant shall reimburse Fintellex for reasonable third-party costs actually incurred in obtaining such information or documentation. Fintellex may deduct such costs from amounts payable to the Merchant or issue an invoice, which shall be payable within five (5) Business Days in accordance with Section 7.

13.5. Compliance Reviews

Fintellex may conduct reasonable reviews relating to the Merchant’s continued eligibility for or use of the Services where necessary for compliance with Applicable Law, the Agreement or requirements applicable to the provision of the Services.

The Merchant shall reasonably cooperate with such reviews.

13.6. Regulatory and Third-Party Requirements

The provision of certain Services may be subject to requirements applicable to Fintellex or its banks, payment service providers, Acquirers, processors, payment networks or other third-party service providers.

Where such requirements affect the Merchant’s use of a Service, Fintellex may communicate the applicable requirements to the Merchant, and the Merchant shall comply with them to the extent reasonably necessary for continued provision of that Service.

13.7. Prohibited Activities

The Merchant shall not use the Services for any activity prohibited under Applicable Law or the Agreement.

The Merchant shall ensure that the Services are used only in connection with the business activities, products and services disclosed to and approved by Fintellex during the onboarding process, and for which the relevant Service is provided to the Merchant.

SECTION 14 — SERVICE AVAILABILITY AND CHANGES

14.1. Service Availability

Fintellex shall use reasonable efforts to make the Services available in accordance with the Agreement.

The availability and operation of a Service may depend on third-party systems, networks and service providers involved in the provision of that Service, including banks, payment service providers, Acquirers, processors, payment networks and technology providers.

Fintellex does not guarantee uninterrupted or error-free availability of the Services where interruptions or limitations result from maintenance, technical issues, third-party systems or other circumstances outside Fintellex’s reasonable control.

14.2. Maintenance and Technical Interruptions

Fintellex may perform maintenance, updates, testing or other technical work reasonably necessary for the operation, security or development of the Services.

Where reasonably practicable, Fintellex shall seek to minimize material disruption to the Services.

14.3. Operational and Technical Changes

Fintellex may make operational or technical changes to the Services where reasonably necessary for their continued provision, security, performance, compliance or compatibility with third-party systems.

Such changes may include changes to technical configurations, integrations, interfaces, processing connections, routing arrangements or third-party service providers involved in the provision of the Services.

Where an operational or technical change materially affects the Merchant’s integration or use of a Service and requires action by the Merchant, Fintellex shall provide reasonable information regarding the required action and, where reasonably practicable, reasonable advance notice.

14.4. Third-Party Changes

A bank, payment service provider, Acquirer, processor, payment network, technology provider or other third party involved in the provision of a Service may change, restrict, discontinue or otherwise modify functionality or conditions relevant to that Service.

Where such a change affects the Services, Fintellex may make corresponding operational or technical adjustments reasonably necessary to continue providing the affected Service.

14.5. Changes to Service Availability

The availability of a particular Service, functionality, payment method, currency, country or processing channel may change from time to time due to regulatory, compliance, technical, commercial or third-party requirements.

Where such a change materially affects a Service currently provided to the Merchant, Fintellex shall inform the Merchant within a reasonable period, taking into account the circumstances and, where applicable, the timing of the relevant third-party requirement or restriction.

14.6. Contractual and Commercial Changes

Operational or technical changes made in accordance with this Section shall not, by themselves, constitute an amendment to the Agreement.

Any change to Merchant-specific Fees, pricing, settlement, risk or other commercial conditions shall be governed by the applicable Order Form or Product Terms.

Changes to these General Merchant Terms shall be governed by Section 18.

SECTION 15 — SUSPENSION

15.1. Suspension of Services

Fintellex may suspend or restrict all or part of a Service where Fintellex reasonably determines that such action is necessary due to:

(a) a material breach of the Agreement by the Merchant;

(b) suspected fraud, money laundering, unauthorized activity, misuse of the Services or other material compliance or financial crime risk;

(c) the Merchant’s failure to provide information or documentation required under Section 13 within the applicable timeframe, where such information or documentation is necessary for Fintellex to satisfy its compliance obligations or continue providing the relevant Service;

(d) a requirement, instruction, restriction or action of a regulatory authority, bank, payment service provider, Acquirer, processor, payment network or other third party involved in the provision of the relevant Service;

(e) a material security, technical or operational risk affecting the Services;

(f) the Merchant no longer satisfying a material eligibility, licensing or other requirement necessary for the relevant Service; or

(g) continued provision of the Service reasonably exposing Fintellex or a third party involved in the provision of the Service to material legal, regulatory, financial, fraud, security or reputational risk.

15.2. Notice

Where reasonably practicable, Fintellex shall notify the Merchant of a suspension or restriction and provide the general reason for it.

Fintellex shall not be required to provide advance notice or disclose information where immediate action is reasonably necessary, where disclosure is prohibited or restricted by Applicable Law or a competent authority, or where disclosure could reasonably prejudice a compliance, fraud, security or other investigation.

15.3. Scope of Suspension

A suspension or restriction may apply to the whole Service or only to the affected functionality, processing channel, payment method, country, currency or other relevant part of the Service, as reasonably appropriate in the circumstances.

Where reasonably practicable, Fintellex shall limit the suspension or restriction to the part of the Service affected by the relevant circumstances.

15.4. Merchant Cooperation

The Merchant shall reasonably cooperate with Fintellex in addressing the circumstances giving rise to a suspension or restriction and shall provide any information, documentation or remedial action reasonably required for that purpose.

Compliance-related information and documentation shall be provided in accordance with Section 13.

15.5. Restoration of Services

Fintellex may restore the affected Service once the circumstances giving rise to the suspension or restriction have been sufficiently addressed and any requirements necessary for continued provision of the Service have been satisfied.

Restoration may be subject to reasonable technical, operational, compliance or third-party requirements applicable to the relevant Service.

15.6. Effect of Suspension

Suspension or restriction of a Service shall not, by itself, terminate the Agreement or affect any rights, obligations, Fees or amounts accrued before or during the suspension to the extent applicable under the Agreement.

Any treatment of Transactions, settlements, reserves, refunds, reversals, disputes or other amounts during a suspension shall be governed by the applicable Product Terms and Order Form.

 

 

SECTION 16 — TERM AND TERMINATION

16.1. Term

The Agreement shall take effect in accordance with the applicable Order Form and shall continue until terminated in accordance with the Agreement.

Each Service shall remain available for the period applicable to that Service, subject to the Agreement and any termination or suspension rights set out therein.

16.2. Termination by Either Party

Unless a different notice period is specified in the applicable Order Form or Product Terms, either Party may terminate the Agreement or an individual Service by giving the other Party at least thirty (30) calendar days’ prior written notice.

Termination of an individual Service shall not automatically terminate any other Service provided under the Agreement.

16.3. Termination for Material Breach

Either Party may terminate the Agreement or an affected Service by written notice if the other Party commits a material breach of the Agreement and, where the breach is capable of remedy, fails to remedy that breach within seven (7) Business Days after receiving written notice specifying the breach.

No cure period shall be required where the breach is incapable of remedy.

16.4. Immediate Termination by Fintellex

Fintellex may terminate the Agreement or an affected Service with immediate effect where:

(a) continued provision of the Service is prohibited by Applicable Law or a competent regulatory authority;

(b) a bank, payment service provider, Acquirer, processor, payment network or other third party necessary for the provision of the relevant Service ceases or is unable to support that Service;

(c) Fintellex reasonably determines that continued provision of the Service would expose Fintellex or a third party involved in the provision of the Service to material fraud, money laundering, financial crime, legal, regulatory or security risk;

(d) the Merchant ceases to hold a licence, registration, permission or authorization materially necessary for its business or use of the relevant Service;

(e) the Merchant becomes insolvent, enters liquidation or similar proceedings, ceases business or is otherwise unable to pay its debts as they fall due; or

(f) the Merchant uses the Services for fraudulent, unlawful or materially unauthorized activity.

16.5. Effect of Termination

Termination shall not affect any rights, obligations, liabilities, Fees or amounts accrued before the effective date of termination.

The Merchant shall remain responsible for amounts properly due under the Agreement in connection with Transactions or activities occurring before termination, including amounts that become due or are determined after termination where provided for under the applicable Product Terms.

16.6. Product-Specific Consequences

The treatment following termination of pending Transactions, settlements, refunds, reversals, reserves, claims and other product-specific matters shall be governed by the applicable Product Terms and Order Form.

16.7. Survival

Any provision of the Agreement which by its nature is intended to continue after termination shall survive termination to the extent necessary to give effect to that provision.

This includes, where applicable, provisions relating to outstanding payment obligations, confidentiality, data protection, intellectual property, liability, claims and dispute resolution.

 

 

SECTION 17 — LIABILITY

17.1. Responsibility of Each Party

Each Party shall be responsible for losses directly arising from its breach of the Agreement, negligence, fraud or wilful misconduct, subject to the exclusions and limitations set out in this Section and Applicable Law.

17.2. Exclusion of Indirect Losses

To the maximum extent permitted by Applicable Law, neither Party shall be liable to the other for any indirect, incidental, special or consequential loss or damage arising out of or in connection with the Agreement.

Neither Party shall be liable for loss of profit, revenue, business, opportunity, goodwill or anticipated savings, except to the extent that such amounts constitute direct payment obligations expressly due under the Agreement.

17.3. Payment and Transaction-Related Obligations

Nothing in this Section shall limit or exclude any obligation of the Merchant to pay, reimburse or otherwise bear amounts for which the Merchant is responsible under the Agreement, including, where applicable:

(a) Fees and other amounts due under the Agreement;

(b) Transactions, reversals, refunds, reserves and other transaction-related amounts for which the Merchant is responsible under the applicable Product Terms or Order Form;

(c) fines, assessments, fees, charges, losses, liabilities or costs imposed by or payable to a bank, payment service provider, Acquirer, processor, payment network, regulatory authority or other third party, to the extent attributable to the Merchant, its activities or Transactions and recoverable from the Merchant under the Agreement; and

(d) contractual penalties or agreed damages expressly specified in an applicable Order Form.

17.4. Third-Party Services

Fintellex shall not be liable for any act, omission, failure, delay or interruption attributable to a bank, payment service provider, Acquirer, processor, payment network, technology provider or other independent third party, except to the extent that the resulting loss is directly caused by Fintellex’s own breach of the Agreement, negligence or wilful misconduct.

17.5. Mitigation

Each Party shall take reasonable steps to mitigate any loss or damage for which it seeks recovery under the Agreement.

17.6. Mandatory Liability

Nothing in the Agreement excludes or limits any liability to the extent that such liability cannot lawfully be excluded or limited under Applicable Law.

 

 

SECTION 18 — CHANGES TO THESE TERMS

18.1. Changes to the General Terms

Fintellex may amend these General Merchant Terms from time to time where reasonably necessary to reflect changes in Applicable Law, regulatory requirements, the Services, operational or technical arrangements, third-party requirements or Fintellex’s business or compliance procedures.

18.2. Notice of Changes

Fintellex shall make updated General Merchant Terms available through its website or another designated electronic location.

Where an amendment materially affects the Merchant’s rights or obligations, Fintellex shall additionally notify the Merchant by e-mail at least thirty (30) calendar days before the amendment takes effect. The notice shall identify the effective date of the updated Terms.

18.3. Changes Requiring Earlier Effect

An amendment may take effect on shorter notice or immediately where reasonably necessary to comply with Applicable Law, a regulatory requirement, a binding requirement of a bank, payment service provider, Acquirer, processor or payment network, or to address a material security, fraud or compliance risk.

Where reasonably practicable, Fintellex shall notify the Merchant of such amendment.

18.4. Merchant-Specific Commercial Terms

Changes to Merchant-specific Fees, pricing, settlement, risk or other commercial conditions expressly agreed in an Order Form shall be governed by the applicable Order Form and shall not be changed solely by updating these General Merchant Terms or the applicable Product Terms.

18.5. Continued Use of the Services

Where the Merchant continues to use the affected Service after an amendment has taken effect, the updated Terms shall apply to the Merchant’s continued use of that Service.

If the Merchant does not agree to a material amendment notified under Section 18.2, the Merchant may terminate the affected Service before the amendment takes effect by providing written notice to Fintellex.

18.6. Version Control

Each version of these General Merchant Terms shall identify its effective date. Fintellex shall maintain the current version through its website or another designated electronic location.

18.7. Changes to Incorporated Documents

Fintellex may amend an incorporated document where reasonably necessary to reflect changes in Applicable Law, regulatory or compliance requirements, the Services, operational or technical arrangements, third-party requirements or other matters relevant to that incorporated document.

Where an amendment to an incorporated document materially affects the Merchant’s rights or obligations, Fintellex shall provide notice in accordance with Section 18.2.

An amendment to an incorporated document may take effect on shorter notice or immediately in the circumstances described in Section 18.3.

 

 

SECTION 19 — FORCE MAJEURE

19.1. Force Majeure Events

Neither Party shall be liable for any delay or failure to perform its obligations under the Agreement to the extent caused by circumstances beyond its reasonable control.

Such circumstances may include natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, governmental or regulatory action, sanctions, interruption of telecommunications, internet, electricity or other infrastructure, cyber incidents affecting third-party infrastructure, failure or disruption of banking or payment networks, or other comparable events beyond the affected Party’s reasonable control.

19.2. Effect of Force Majeure

The affected Party’s obligations shall be suspended only to the extent and for the period that performance is prevented or materially delayed by the Force Majeure event.

The affected Party shall use reasonable efforts to mitigate the effects of the event and resume performance as soon as reasonably practicable.

19.3. Notice

Where reasonably practicable, the affected Party shall notify the other Party without undue delay after becoming aware that a Force Majeure event materially affects its performance under the Agreement.

19.4. Payment Obligations

A Force Majeure event shall not relieve either Party from any payment obligation that became due before the Force Majeure event.

Amounts arising from Transactions or other activities occurring before or during the Force Majeure event shall remain subject to the applicable provisions of the Agreement.

19.5. Extended Force Majeure

If a Force Majeure event materially prevents the provision of an affected Service for more than thirty (30) consecutive calendar days, either Party may terminate that affected Service by written notice.

Termination of an affected Service under this Section shall not automatically terminate any other Service that remains available.

 

 

SECTION 20 — ASSIGNMENT AND THIRD-PARTY SERVICE PROVIDERS

20.1. Assignment

The Merchant may not assign or transfer the Agreement or any material right or obligation under the Agreement to another person without Fintellex’s prior written consent.

20.2. Third-Party Service Providers

Fintellex may use banks, financial institutions, payment service providers, processors, payment networks, technology providers and other third-party service providers in connection with the provision of the Services.

Fintellex may appoint, replace or change such third-party service providers without requiring an amendment to the Agreement or the Merchant’s consent, provided that the nature of the Service provided to the Merchant is not materially changed solely as a result of such appointment, replacement or change.

20.3. Third-Party Requirements

The Merchant acknowledges that the provision of certain Services may depend on the availability, requirements and operating conditions of third-party service providers.

Requirements of such third-party service providers that affect the Merchant or its use of the Services shall be addressed in accordance with the applicable provisions of the Agreement, including Sections 13 and 14.

20.4. Corporate and Operational Continuity

Changes to Fintellex’s corporate structure, including a merger, reorganization, restructuring or transfer of business or assets, may result in the Agreement or relevant rights and obligations being transferred to an Affiliate, successor or other entity assuming the relevant business.

Such transfer shall not require amendment or re-execution of the Agreement.

20.5. Responsibility for the Agreement

The use of a third-party service provider by Fintellex shall not, by itself, create a contractual relationship between the Merchant and that third party.

Unless otherwise expressly agreed, Fintellex remains the Merchant’s contractual counterparty for the Services under the Agreement.

 

 

SECTION 21 — GOVERNING LAW AND DISPUTE RESOLUTION

21.1. Governing Law

The Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of Ontario, Canada, without regard to conflict of laws principles.

21.2. Good Faith Resolution

Before commencing formal proceedings, the Parties shall use reasonable efforts to resolve any dispute arising out of or in connection with the Agreement through the claims and dispute resolution procedure set out in Section 9.

21.3. Jurisdiction

If the dispute has not been resolved in accordance with Section 21.2, the courts of Ontario, Canada shall have exclusive jurisdiction to resolve the dispute.

Each Party irrevocably submits to the jurisdiction of those courts.

21.4. Continued Performance

During a dispute, the Parties shall, where reasonably practicable, continue to perform their undisputed obligations under the Agreement.

 

 

SECTION 22 — GENERAL PROVISIONS

22.1. Entire Agreement

The Agreement constitutes the entire agreement between the Parties in relation to the Services and supersedes any prior discussions, correspondence, representations or agreements relating to the same subject matter.

Nothing in this Section limits liability for fraud or fraudulent misrepresentation.

22.2. No Waiver

A failure or delay by either Party to exercise any right or remedy under the Agreement shall not constitute a waiver of that right or remedy.

A waiver shall be effective only in relation to the specific matter for which it is given and shall not constitute a continuing waiver.

22.3. Severability

If any provision of the Agreement is found to be invalid, illegal or unenforceable, that provision shall be limited or modified to the minimum extent necessary to make it enforceable or, where this is not possible, shall be severed from the Agreement.

The remaining provisions shall continue in full force and effect.

22.4. Independent Parties

The Parties are independent contractors.

Nothing in the Agreement creates a partnership, joint venture, employment, fiduciary or agency relationship between the Parties, and neither Party has authority to bind the other except where expressly agreed in writing.

22.5. No Third-Party Rights

Except where expressly provided in the Agreement, a person who is not a Party to the Agreement shall have no right to enforce any provision of the Agreement.

22.6. Language

The Agreement is prepared in the English language.

If the Agreement or any part of it is translated into another language, the English-language version shall prevail in the event of any inconsistency.

22.7. Further Assurance

Each Party shall, where reasonably necessary, take such further actions and execute such documents as may reasonably be required to give effect to the Agreement.