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Wave Payments Terms of Service – Canada

Wave Payments Terms of Service – Canada

Effective as of: June 13, 2025

Hi! Congratulations on being the sort of person who reads Terms of Service. We applaud you. Below, you’ll see the Terms to which you must agree if you’re going to use Wave’s payment services. Our lawyers wrote that, and that’s the stuff that counts. We’ve also provided some plain language wording—how we’d explain it to someone who didn’t have the time to read and digest the whole thing. We hope it helps you make sense of this document so that you can understand what you’re consenting to. Thanks for joining the Wave community.

Required Regulatory Disclosures

We are required by financial regulators to provide you with a summary of the key elements of this Agreement and a disclosure of our Fees. This information is described in more detail in the body of the Agreement.

‍

Summary Of The Key Elements Of The Agreement

Date of Agreement

The Agreement is effective upon the date you agree to the terms of service by accepting them electronically and continues as long as you use the Service or until terminated by Wave.

Acquirer

Peoples Trust Company
Suite 1400 - 888 Dunsmuir Street, Vancouver, BC V6C 3K4
1.844.304.2083

Peoples Trust Company is Wave's sponsor bank for Merchants operating in Canada.

Payment Processor

WorldPay Canada Corporation
5000 Yonge Street, suite 900
Toronto
Ontario
Canada
M2N 0A7
1.647-289-3631

WorldPay Canada Corporation is Wave's payment processor. Wave has agreements with both WorldPay and Peoples Trust Company to facilitate payments for its Sub Merchants.

Cancellation of agreement and applicable penalties

Agreement can be cancelled at any time without penalties. For more information, refer to Section F - Termination.

Complaint handling procedures

If you have a complaint with respect to the Code of Conduct for the payment Card Industry in Canada, you may submit a complaint here.

For any other issues or concerns, please contact our Customer Support Team.

Peoples Trust Company’s complaint handling process is accessible at:

  • Website
  • Telephone: 1.844.304.2083 
  • Mail: #1400 - 888 Dunsmuir Street, Vancouver, BC V6C 3K4
Transaction return policy

All payment acceptance fees are returned to you when a refund or return is processed.

Statements

You can view your transaction history online by logging into your Wave Payments Account on our website, free of charge.

Code of Conduct for the Payment Card Industry in Canada

The Code of Conduct for the payment Card Industry can be found here.

The Code of Conduct provides increased pricing transparency, flexibility, and choice for merchants with respect to accepting payment cards. It sets out several rights that merchants have in relation to their agreements and their statements for payment card processing services. All payment card networks operating in Canada have adopted the Code.

‍

Cost Per Transaction Disclosure

All rates are in Canadian dollars (CAD). The Card Present and Card Not Present rates are the same.
Card Not Present means that the card is not electronically read by an electronic card reader and the card information is manually key entered (ex. online payment). Card Present means that the physical card is read with a point-of-sale terminal.

‍

Payment Card Type
Fee per Transaction
on Wave’s Starter Plan*
Fee per Transaction
on Wave’s Pro Plan*
Visa Credit, Debit Cards and Prepaid Cards

2.9% + $0.60

2.9% + $0 for the first ten (10) transactions per month* and 2.9% + $0.60 thereafter

Mastercard Credit, Debit Cards and Prepaid Cards

2.9% + $0.60

2.9% + $0 for the first ten (10) transactions per month* and 2.9% + $0.60 thereafter

American Express Credit, Debit Cards and Prepaid Cards

3.4% + $0.60

3.4% + $0 for the first ten (10) transactions per month* and 3.4% + $0.60 thereafter

*This applies to the 1st ten cumulative transactions in a monthly subscription period.
Payment Type

Fee per Transaction

Electronic Funds Transfer (“EFT”) Bank Payments

1% (minimum fee of $1)

Instant Payouts

1% (minimum fee of $1)

Disclosure of Fees

Wave will provide the Service to you at the rates and fees (“Fees”) described in the Cost Per Transaction Disclosure, the Pricing Page, which is incorporated into this Agreement, and as set out below. The Fees include charges for transactions (such as processing a payment) and for other events connected with your Wave Payments Account (such as handling a disputed charge). You agree to pay our Fees for the use of the Service. The Bank withholds these Fees from amounts due to you from your payment transactions, and the Bank remits such Fees to us. These Fees are netted by the Bank against other funds due to you or debited by the Bank from your Settlement Account or your Designated Merchant Bank Account.
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Fee Type Fee Amount (CAD)
Chargeback
For more information, see Section E.6

$15 per chargeback

Late payment fee
For more information, see Section E.7

$25 per late payment

In simple Terms

We’ve outlined the fees for the service in the Cost Per Transaction Disclosure and our Pricing Page. There are also fees for things like chargebacks and late payments.

‍

Overview of this Agreement

These Wave Payments Terms of Service (this “Agreement”) constitute a legal agreement between you (“Merchant”, “User,” “You” or “Your”) and Wave Financial Inc. (“Wave,” “We,” “Our” or “Us”) and govern your access to and use of Wave’s payment services (the “Service” or “Wave Payments”). To use the Service, you must agree to all the terms of this Agreement. “You” includes the business registering for the Service, the business owner or principal, and the individual registering the business for the Service.

This Agreement is in addition to Wave's Terms of Use ("Wave TOU") and is incorporated by this reference into, and is governed by, the Wave TOU. To the extent there is any conflict between the Wave TOU and this Agreement, the terms of this Agreement will prevail only with respect to Wave Payments.

The Arbitration Provision in Section O. of the Wave TOU (the “Arbitration Provision”) applies to this Agreement and any dispute arising out of or relating to this Agreement.

PLEASE READ THIS AGREEMENT AND THE WAVE TOU CAREFULLY BEFORE USING OR ACCESSING THE SERVICE. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT AND THE WAVE TOU, DO NOT USE OR ACCESS WAVE PAYMENTS. YOUR CONTINUED USE OF AND/OR ACCESS TO THE SERVICE WILL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE THEN-CURRENT VERSION OF THIS AGREEMENT AND THE WAVE TOU.

In simple Terms

This is an agreement between you and Wave. In order to use Wave, you must agree to our Terms. If you do not agree, you have to stop using our service.

We will update this document from time to time. Each time you use the Service, you are agreeing to the latest posted version of this agreement.

Definitions

All defined terms in this Agreement will have the meaning assigned to them below or in this Agreement and will apply both to their singular and plural forms, as the context may require. Capitalized terms not expressly defined in this Agreement have the meaning given to them in the Wave TOU.

In simple Terms

We define things with capital letters, so if you see something capitalized, it is either defined here or in our Terms of Use.

"Bank" means the Bank that is the member of the Networks to whom Wave relays the payment information.

"Cardholder Data" is information associated with a payment card, such as account number, expiration date, and security code also known as the CVV or CVC.

"Customers" means third parties who purchase goods or services from you and provide payment through the Service.

"Laws" means laws, rules, and regulations.

"Networks" means Visa, Mastercard, American Express, and other payment card networks, and the Electronic Funds Transfer (EFT) network.

"Operating Regulations" means the guidelines, by-laws, operating regulations and all other rules, policies, and procedures of the Networks supported by Wave including the payment card network operating rules for Visa, Mastercard, or American Express networks; and the Payments Canada operating rules governing the EFT network.

"Service" or "Wave Payments" means the payment processing service provided by Wave as described in this Agreement.

"Wave Payments Account" means the account that you must apply for when you register to use the Service and through which you access the Service.

"Wave TOU" means Wave's Terms of Use that applies to all Services offered by Wave.

A. The Wave Payments Service

1. General

This Service allows you to accept, from Customers, card payments initiated with cards bearing the trademarks of Visa, Mastercard American Express, and other payment card networks and electronic bank account payments over the Electronic Funds Transfer (EFT) network. To facilitate your receipt of payment, Wave initiates the payment process by providing information to a payment processor. Wave is not a bank or a payment processor. The payment processor relays information to the Bank. Our obligation to pay you as the Merchant is subject to: (a) the provisions of our agreement with the Bank, and (b) the “Operating Regulations” of the particular Network.

In simple Terms

The “Operating Regulations” are the guidelines, by-laws, operating regulations and all other rules, policies and procedures of the Networks supported by Wave including the payment card network operating rules for Visa, Mastercard, or American Express networks; and the Payments Canada operating rules governing the EFT network.

2. Applying for an Account

The Service is offered to persons in Canada operating a business selling goods or services. To use the Service, you must register with Wave to apply for a Wave Payments Account. You may apply as an individual (sole proprietor) if you are at least eighteen (18) years old, or as a company or other business entity. If you apply as a company or other business entity, you must provide information about the business, as well as information about your beneficial owners or principals of the business and you (meaning the individual registering on behalf of the business or non-profit organization) must be authorized to act on behalf of the business. In the event that the business changes ownership, the new owner will need to register and apply for their own Wave Payments Account and cannot take over an existing account. By applying for a Wave Payments Account, you represent and warrant that you are applying on your own behalf (if you are applying as an individual or sole proprietor), or that you are applying on behalf of a business or nonprofit organization and you have the authority to enter into this Agreement on its behalf. Your acceptance of this Agreement constitutes acceptance by such business or nonprofit organization.

In simple Terms

In order to use Wave Payments, you must have a business and be based in Canada. If you’re agreeing on behalf of a business or non-profit organization, you must be authorized to do that.

  • Information Collected. During the application and registration process, Wave collects information about the business owners, including (at a minimum) their name, address, date of birth, Social Insurance Number (SIN), business number, business address, telephone number, and website. Such information is collected in accordance with our Privacy Policy.
  • Additional Information. Wave is required by Law to obtain, verify and record information that identifies each person who opens a Wave Payments Account. Wave may request additional documentation for identity verification as required or permitted by Law at any time and you agree and consent to provide said documentation upon request. This documentation may include, but is not limited to: (a) government-issued identification (such as a passport, driver’s license), (b) business licence, (c) organizational documents, such as articles of incorporation, and (d) additional information for underwriting and other purposes as set forth below.
  • Who May Obtain the Service. Only businesses (including sole proprietors) and nonprofit organizations may register for the Service. You must be either: (a) a Canadian citizen, (b) a legal permanent resident of Canada, or (c) an authorized Canadian business or non-profit organization having a physical presence in Canada. You must have a valid Canadian bank account. You may not use the Service if you are a foreign person or entity blocked or denied by the Canadian government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies or other entities in Canada.
  • Charitable Organizations. If you operate a charitable organization, you may use Wave to accept payments by registering as a Merchant. It is the responsibility of the Merchant and specifically not Wave, to appropriately classify the organization and transactions, issue any required reports or receipts, and make any required tax or other filings. Not all charitable organizations are tax-exempt, and not all contributions to charitable organizations are tax-deductible. Contributors are responsible for verifying the status of organizations to which they donate and reporting their donations correctly for tax and other purposes. Wave specifically disclaims any liability in this regard. We may require you to submit proof such as your Canada Revenue Agency determination letter to verify your tax-exempt status.

In simple Terms

In order to use Wave Payments and verify your identity, we need to collect information about the business and its owners, which may include personal information.

In simple Terms

We can ask for further proof of your identity as required or permitted by Law at any time. If we do, you agree to provide it.

In simple Terms

In order to use Wave Payments, you must have a bank account in Canada and not be on the Canadian government’s list of sanctioned persons or entities.

In simple Terms

You can still use Wave if you’re a charity, but you’re responsible for understanding the tax rules around this.

We’re being really very clear about this: It is up to you to make sure that your taxes are prepared and filed correctly.

3. Verification & Accuracy

You must provide accurate and complete information. If we cannot verify that the information you provide is complete and accurate, we may deny your use of the Service, and, at our option, your Wave Payments Account. You agree to immediately notify us if you discover that any information that you provided to us is inaccurate or out of date and to immediately correct and update all such information as necessary from time to time. 

You agree and consent to Wave verifying the accuracy of any information you provide, either directly or through inquiry of third parties such as credit bureaus, credit reporting agencies, or other third parties (including but not limited to telecommunication and utility providers), when you apply for a Wave Payments Account and through your use of your Wave Payments Account. You agree and consent to Wave obtaining a consumer report on you from a consumer reporting agency or credit bureau to determine if you meet eligibility requirements. You also authorize Wave to periodically obtain additional credit reports to determine whether you continue to meet the requirements for the Service.

In simple Terms

You’ve got to provide accurate and honest information. You’re authorizing us to verify this information – in particular, requesting a credit report to verify your identity.

You are giving us your permission to obtain credit reports from consumer credit agencies and credit bureaus to determine your eligibility for the Service.

4. Underwriting and Sharing Information

Wave may share some or all of the information about you, your website and business, your use of the Service, and your transactions with our partners and service providers (and their respective affiliates, agents, subcontractors, and employees), who may use this information to perform their obligations under their agreements with Wave, to operate and promote their respective networks, to perform analytics and create reports, to prevent fraud, and for any other lawful purpose. You agree that Wave, its partners and service providers (and their respective affiliates, agents, subcontractors and employees) are permitted to conduct monitoring of your Merchant website and payment transactions. The Networks may use your name, address, and website address (URL) in any media from time to time in lists of Merchants published by the Networks. At any time, Wave, its processor or its other partners may conclude that you will not be permitted to use the Service.

You agree that Wave is permitted to contact banks and other financial institutions, your customers or your customers' banks and obtain information, as permitted by applicable Law, about the business applying for the Service, the business owners or principals and accounts held by the business, business owners or principals. Wave may share information about you in accordance with our Privacy Policy. This includes sharing information:

  • For regulatory or compliance purposes;
  • For use in connection with the management and maintenance of the Service;
  • For the maintenance of customer records about you and to assist us in better serving you; and
  • To conduct Wave’s risk management process.

In simple Terms

To provide our Service under this Agreement, to prevent fraud, and for other similar reasons, we may need to share your Wave Payments Account information with our partners. We or our partners are permitted to monitor your website and may determine you are no longer allowed to use the service – don’t commit fraud!

You’re giving us permission to talk to the banks about you for a variety of reasons that help us run more efficiently and to comply with applicable Laws.

B. Accounts

1. Settlement Account

You authorize the Bank to hold, receive, and disburse funds on your behalf. You authorize Wave to instruct the Bank on the manner in which your card transaction settlement funds should be disbursed and the timing of such disbursements, all in accordance with this Agreement. Any funds held by us on your behalf will be referred to as your “Settlement Account,” but such funds are held by us and commingled with other Merchants' funds in one or more pooled accounts. These pooled accounts are established in Wave’s name for this purpose. Creation and maintenance of pooled accounts are done at our sole discretion. Wave has no right, title or interest in any account in which Merchant funds are held.

Funds associated with your Settlement Account will be held by us, separate from any account used for our corporate funds. We will not and cannot use your funds for our corporate purposes (including the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds held by Wave in association with your Settlement Account. As consideration for using the Service, you irrevocably assign to us or the Bank all rights and legal interests to any interest and/or other earnings or benefits that may accrue or are attributable to Wave holding your funds in the Settlement Account or Reserve (defined below).

You have no right to direct the funds in the Settlement Account, through communications or directions to the Bank, and you may not assign any interest or grant any security interest or lien in the Settlement Account except as provided in this Agreement.

Your authorizations set forth herein will remain in full force and effect until your Wave Payments Account is closed or terminated.

In simple Terms

Funds are held and protected by a bank, not Wave. The bank manages how the money is kept, but it is kept separately from Wave’s money. Wave doesn’t own or control your funds and we can’t use them for anything. If the bank earns interest on the money held, the bank is keeping it (sort of like service fees).

If you carry a negative balance in your Settlement Account for an extended period of time (as determined by us or the Bank at their discretion), we or the Bank may close your Settlement Account, we may terminate the Service provided to you and we may pursue legal action or other collection efforts.
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In simple Terms

If your account goes negative and stays there for too long, the bank can close it. If this happens, Wave can take legal action and try to collect any money you owe us.

2. Designated Merchant Bank Account

You are required to maintain and provide information regarding a valid Canadian bank account (“Designated Merchant Bank Account”), and you must authorize us and the Bank to debit or credit the Designated Merchant Bank Account for amounts owed to you or by you in connection with the Service. We and the Bank have the right to deduct funds from the Designated Merchant Bank Account to cover any amounts owed by you to either of us.

You also have the option to request to receive funds from card transactions by "Instant Payout." To receive funds through Instant Payout, you must provide Wave with a debit card. Funds will be transferred to you as set forth in Section D.4 to the bank account associated with that debit card (the "Instant Payout Account"). The Instant Payout Account may or may not be the same as the Designated Merchant Bank Account. We and the Bank have the right to deduct funds from the Instant Payout Account via EFT or through charging the debit card to cover any amounts owed by you to either of us. See Section D.7 for more information.

In simple Terms

To use the Service, you need to provide a Canadian bank account and authorize us and our bank to move money in and out of it as permitted under this Agreement.

3. Reserve

At any time and from time to time, we or the Bank may temporarily suspend or delay payments to you and/or designate an amount of funds that you must maintain in your Settlement Account (“Reserve”) to secure the performance of your payment obligations under this Agreement. We or the Bank may require a Reserve for any reason, including high chargeback risk or indications of performance problems related to your use of the Service.

In simple Terms

You may be required to keep some funds in your account to be sure you can cover chargebacks and other amounts that we cover in this agreement.

The Reserve will be in an amount as reasonably determined by us or the Bank to cover anticipated chargebacks on a Network and returns or disputes on the electronic funds transfer (EFT) network, returns, unshipped merchandise and/or unfulfilled services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by Wave or the Bank, in their sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you, or otherwise as Wave or its processor or the Bank may determine or require.

In simple Terms

The reserve amount will be determined by Wave or the Bank and can increase, decrease, or be removed at Wave’s or the Bank’s discretion.

If you do not have sufficient funds in your Reserve, we or the Bank may fund the Reserve from any funding source associated with your Settlement Account, including the Designated Merchant Bank Account or any amount Bank owes you, including but not limited to any funds:

  • Credited to you or your Settlement Account, Designated Merchant Bank Account or any other funding source associated with your Settlement Account;
  • Due to you under this Agreement; or
  • Available in any account, or other payment instrument registered with us.
    ‍

You agree to provide the Bank with a completed agreement for pre-authorized debits, in the form requested by the Bank.

In the section headed “Pre-Authorized Debit Agreement” (below), you provide Wave with your authorization for Wave to initiate pre-authorized debits from the Designated Merchant Bank Account.

In simple Terms

If you don’t have enough in your reserve, the Bank can take funds from sources tied to your account.

You grant us a security interest in the funds in your Settlement Account, including any Reserve, and those funds will be available to Wave and the Bank for the amounts you owe to us. You agree to execute any additional documentation required for us to perfect our security interest in any funds in your Settlement Account or the Reserve. This security interest survives for as long as there are funds in your Settlement Account or Reserve; however, it does not apply to any funds for which the grant of a security interest would be prohibited by applicable Law. You irrevocably assign to us or the Bank all rights and legal interests to any interest or other earnings that accrue or are attributable to your Reserve.

In simple Terms

You agree to help us set aside the reserve so that only Wave, and no other people you owe money to, can access the funds.

You’re granting us the right to any interest and other earnings based on the funds held in reserve.

4. Discounts and Surcharges

In Canada, the Networks’ Operating Regulations permit merchants to provide discounts for different methods of payments, and may provide differential discounts among different payment card networks. Charging your customers a surcharge to pay with a credit card must be done in compliance with applicable Law and the Operating Regulations of each Network.

In simple Terms

Providing customers with different discounts for different methods of payment must be done in compliance with network Operating Regulations.

5. Change in Fees

Subject to the terms of this Agreement, we reserve the right to change our Fees at any time by notifying you at least ninety (90) days in advance of the change. By continuing to use the Service after being notified of a change, you consent to the change in Fees. To withdraw your consent, you must discontinue using the Service. All Fees, charges, and payments collected or paid through the Service are in Canadian dollars.

In simple Terms

We may change these fees at any time. If you disagree with this, you need to turn off the service. All fees are in Canadian dollars (CAD).

6. Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service (“Taxes”). You are solely responsible for collecting, withholding, reporting and remitting correct any Taxes to the appropriate tax authority. Wave is not obligated to, nor will we determine whether taxes apply, or calculate, collect, report or remit any Taxes to any tax authority arising from your use of the Service.

In simple Terms

You’re responsible for everything involving taxes on your sales and reporting those to the appropriate places (like the Canada Revenue Agency).

Wave or the Bank will report payments and other information related to this Service to regulatory or government authorities as required by applicable Law.

In simple Terms

Wave will report information we’re required to by law.

7. Pre-Authorized Debit Agreement

  1. In order to register for a Wave Payments Account, as defined in this Agreement, you must pre-authorize us to debit your bank account as described herein by entering into a Pre-Authorized Debit Agreement (the “Authorization”). The Authorization constitutes your agreement and authorization for Wave to debit your Designated Merchant Bank Account for amounts (each a “PAD Amount”) as described in this Agreement and is effective as of the date you apply for your Wave Payments Account. You acknowledge that this Authorization is provided for the benefit of Wave, Wave’s Bank and your bank. You confirm that you have authority under the terms and conditions of your Designated Merchant Bank Account agreement to authorize the debit(s).
    ‍
  2. This Authorization is a “Business PAD”, as such term is defined in the Canadian Payment Association Rule H1 (“Rule H1”).

    The PAD Amount will be variable based on the amount of funding required for Reserves, the amount of refunds, reversals or chargebacks, the amount of the bank payment initiated by you or any other transaction initiated by you under which you owe us any amounts. Pre-authorized debits (each a “PAD”) will be sporadic based on the PAD Amount. This Authorization authorizes “Sporadic PADs” within the meaning of Rule H1. Accordingly, we are required to obtain due “Authorization” (within the meaning of Rule H1) for each and every Sporadic PAD under this Authorization. Your initiation of the transactions giving rise to the payment obligations will constitute valid and due Authorization for each Sporadic PAD.
    ‍
  3. You hereby authorize us to draw on the Designated Merchant Bank Account for the purposes of:

    - Funding a Reserve to secure the performance of your payment obligations pursuant to this Agreement (the related debit will occur at the time of funding which will occur any time that the previously funded amount is less than the Reserve amount applicable at that time);

    - Processing refunds or transaction reversals or chargebacks (the related debit will occur at the time of the applicable refunds, reversals or chargebacks);

    - Completing a bank payment transaction initiated by you on the electronic funds transfer (EFT) network (the related debit will occur at the time of the relevant bank payment); or

    - Collecting any and all amounts owed to us under this Agreement or any other agreement between you and Wave.
    ‍
  4. If any payment is dishonoured by your bank for any reason, Wave is entitled to issue another debit in substitution for the dishonoured debit. We shall be under no liability whatsoever caused by a dishonoured debit.
    ‍
  5. You acknowledge that (i) your agreement to this Authorization with us constitutes delivery of this Authorization by you to us and your financial institution and (ii) that the debits authorized pursuant to this Authorization are for business purposes.
    ‍
  6. The details of the Designated Merchant Bank Account that Wave is authorized to draw upon are set out in your Wave Payments Account. You may only change the Designated Merchant Bank Account that Wave is authorized to draw upon by updating the details of the Designated Merchant Bank Account in your Wave Payments Account.
    ‍
  7. You acknowledge that your bank is not required to verify that:

    a PAD has been issued in accordance with the particulars of this Authorization;

    or

    any purpose of payment for which the PAD has been issued has been fulfilled by us as a condition to honouring a PAD issued on your Designated Merchant Bank Account.
    ‍
  8. You may revoke this Authorization at any time by closing your Wave Payments Account. You acknowledge that, if you revoke this Authorization, you must close your Wave Payments Account or else we may do so. To obtain a sample cancellation form, or for more information on your right to cancel this Authorization, you may contact your financial institution or visit www.payments.ca.

    We may debit the Designated Merchant Bank Account up until thirty (30) days after your cancellation or revocation.

    Even if you cancel or revoke this Authorization, certain provisions of this Agreement survive and remain in effect in accordance with their terms. The revocation of this Authorization does not terminate any other agreement you have with us.
    ‍
  9. You have certain recourse rights if any debit does not comply with this Authorization. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this Authorization. To obtain more information on your recourse rights, contact your financial institution or visit www.payments.ca.
    ‍
  10. A PAD may be disputed by you only if: (a) the PAD was not drawn in accordance with this Authorization or (b) amounts were drawn after this Authorization was revoked. In order to be reimbursed, you acknowledge that a declaration must be completed and presented to your financial institution holding the Designated Merchant Bank Account up to and including ten (10) business days after the date on which the PAD in dispute was posted to the Designated Merchant Bank Account. You acknowledge that, after such ten (10) business day period, a claim that the Authorization was revoked or any other dispute of a PAD is a matter to be resolved solely between you and Wave. A business day is defined as Monday through Friday, except for legal holidays.
    ‍
  11. You acknowledge that you understand the terms of this Authorization and you accept and agree to participate in this PAD arrangement with Wave. You acknowledge that we may assign this Authorization, whether directly or indirectly, by operation of law, change of control, or otherwise, by providing at least ten (10) days prior written notice to you.
    ‍
  12. You understand that you can contact us through our Customer Support Team or by writing to the address noted below to make any inquiries, obtain information, or seek any recourse rights with respect to this PAD arrangement.

    Attention: Payments Operations
    Wave Financial Inc.
    155 Queens Quay E, Box 3, Toronto, ON M5A 0W5
    ‍
  13. You consent to the disclosure of any personal information that may be contained within the Authorization to the financial institutions at which we maintain our accounts to be credited with the PAD in accordance with our Privacy Policy and as required to complete any PAD transaction to the extent that any such disclosure of personal information is directly related to and necessary for the proper application of the Rules of the Canadian Payments Association, or as otherwise required by Law.
    ‍
  14. You agree to waive the right to receive ten (10) days pre-notification of the amount of each PAD authorized by this Authorization.
    ‍
  15. Wave will provide written confirmation of this PAD authorization to you, using the email address maintained on file. You and Wave agree to shorten the period between providing such confirmation and processing the first PAD to three (3) calendar days.

In simple Terms

This section is simply stating that we can move money in and out of your account so that we can take care of fees and adjustments. You’re also authorizing our bank to do the same. There’s also a bit in there about making sure that everyone that needs to sign on the account has signed (read this agreement and accepted it).

In simple Terms

We can take money to fund the Reserve, process refunds, and collect fees. If the payment doesn’t work, we can try again and we’re not liable for the failure.

In simple Terms

This part of the agreement is taking the place of us delivering an actual form to you and the bank. This authorization is for business purposes.

In simple Terms

You have to set your bank details in your Wave account. You can only change the account we’re pulling from through your Wave account.

The bank doesn’t need to verify the details of this section or the reasons for debits.

You can stop this authorization by closing your account. If you revoke this authorization you have to close your account, or we will.

We can pull funds for up to 30 days after cancellation. Even if you cancel, some parts of this Agreement still apply. You can find a sample cancellation form at www.payments.ca.

In simple Terms

If you see debits that aren’t expected, you’ve got rights! For more details follow the link in the previous section.

In simple Terms

You can dispute the debits only if we didn’t comply with the terms of the Authorization or if it happened after Authorization was revoked.

If you raise a dispute, you have to give a declaration to your bank within ten (10) business days, otherwise, it is up to us and you to resolve the issue.

You’re agreeing that you understand this part of the agreement and we can assign the debit authorization as long as we give you ten (10) days written notice.

In simple Terms

You can write to us to ask us questions, dispute things, or just to say “hi.”

We can share personal information from this agreement with the financial institutions that we use, as long as it’s necessary according to the Rules of the Canadian Payments Association or applicable Law.

In simple Terms

You’re giving up the right to ten (10) days’ notice before each debit. Neither of us wants a ten (10) day wait. This waiver is in bold because it is important.

In simple Terms

We’re going to give you a written copy of this and we’re only going to give you three (3) calendar days’ notice before getting things going.

C. Use Restrictions

1. Restricted Use

You will not, and will use commercially reasonable efforts to make sure a third party engaged by you or acting on your behalf does not:

  • Act as a money services business, money transmitter, payment intermediary, aggregator or service bureau or otherwise resell our services on behalf of any third party;
  • Use the Service to handle, process or transmit funds for any third party;
  • Abuse the payment system or violate the Operating Regulations, in the reasonable opinion of the Networks or Wave;
  • Transfer funds between bank accounts held in the same name;
  • Use the Service to process cash advances;
  • Sell, resell, or lease (or the functional equivalent of sell or lease), the Service to a third party;
  • Attempt to create a substitute or similar service through the use of, or access to, the Service;
  • Use the Wave Payments to export or re-export the Service or content thereon or any portion thereof, in violation of the export control Laws and regulations of Canada or any other country; or
  • Use the Service, or a component of the Service, in a manner not authorised by Wave or outside of the intended use of the Service.

In simple Terms

As I’m sure you can imagine, there are all sorts of risks related to payment systems and running computer services in general. This whole section is a big long list of “don’ts”. Please make sure you understand and avoid them all.

Over in the other section is a list of payment things you can’t do. You also need to make sure you’re not enabling other people to do these things either.

2. Additional Restrictions

In addition, you agree not to, and not to allow third-parties, agents, affiliates or designees to, access or use the Service:

  • Except as required in connection with the Wave Payments Service, to post, store, e-mail, upload, or scan to the Services or otherwise provide to Wave, either directly or indirectly, confidential information, including, without limitation, any third party’s payment information, or your or any third party’s social insurance, or alternate government-issued identity numbers, non-public phone numbers, or non-public email addresses. This prohibition includes but is not limited to the posting or storing of images or scans containing such prohibited information;
  • To post, transmit, or distribute content that is false, misleading, unlawful, obscene, indecent, lewd, pornographic, hateful, abusive, inflammatory, or that violates the rights of others;
  • To violate, or encourage the violation of, the legal rights of others;
  • For any illegal, unlawful, invasive, infringing, defamatory or fraudulent purpose;
  • To collect, or attempt to collect, personal information about users or third parties without their consent, or use such information except as necessary to use the Service;
  • To send unsolicited offers, advertisements, proposals, or junk mail or spam to others;
  • To, intentionally or otherwise, distribute viruses, worms, Trojan horses, corrupted files, hoaxes or other items of a destructive or deceptive nature;
  • To interfere with the use of the Service, or the equipment used to provide the Service, by customers, or other authorised users;
  • To alter, disable, interfere with or circumvent any aspect of the Service;
  • To violate the security of Wave Payments or attempt to gain unauthorized access to the Service, or Wave's computer systems or networks connected to any server associated with Wave; or
  • To attempt to reverse engineer Wave Payments or any component thereof.

In simple Terms

This is a list of naughty things you can’t do that relate to Wave services in general.

Simply put “use Wave as intended”. Don’t put sensitive information into fields that weren’t intended to hold it. Your customer’s first name isn’t “credit card number” and their last name isn’t a 16 digit number.

The rest… don’t do illegal, spammy, virusy, hackery, hateful things (etc..). Please. It isn’t nice.

3. Unauthorized or Illegal Use

You will use commercially reasonable efforts to prevent unauthorized use of the Service and to immediately disable and terminate any unauthorized use. You are responsible for all use of your Wave Payments Account and your User ID and other access information (ex. passwords, if any). You will promptly notify Wave of any unauthorized use of, or access to, the Service of which you become aware.

Wave may suspend, disable, or change your Wave Payments Account or access credentials for the Service, such as any user ID and password, at any time if Wave believes that your credentials have been compromised, that you or someone using your Wave Payments Account is a threat to the integrity or security of the Service, or if Wave has another reasonable basis for doing so.

Wave may instruct the Bank to not authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of this Agreement, or exposes you, other Wave Payments users, our processor, or us to potential harm. Harm includes, but is not limited to, any risk of loss or damage, fraud and other criminal acts.

If we have reason to suspect unauthorized, illegal, or criminal activity, we will share information about you, your Wave Payments Account, your Settlement Account and any of your transactions with law enforcement.

In simple Terms

Protect your account. You’re responsible for keeping your password secret. (Side note: You’re welcome to use that sentence any time someone confuses “you’re” and “your”). If you think there’s something fishy going on, let us know right away! If we think something’s up, we’ll likely suspend your account until we figure it out. We might also decide to not process your payments while we’re looking into this. This is for your protection as much as it is for ours.

If we think something illegal is going on, we’ll share information with law enforcement.

4. Prohibited Payment Activities

You agree that you will not, and will use commercially reasonable efforts to make sure that a third party does not, use the Service in connection with the following activities, items or services:

In simple Terms

This list is the types of business and payments that Wave or our banking partners have decided won’t be supported with this service.

Financial and Professional Services
‍

  • ‍Debt Collection & Credit Services. Debt collection, consolidation or reduction services; mortgage consulting; credit counseling or credit repair services; lending or lending instruments; crowdfunding.\
  • Investment & Legal Services. Securities brokers; commodity or equity trading; real estate opportunities; bailiffs and bail bonds; bankruptcy lawyers; law firms collecting funds for any purpose other than to pay fees owed to the firm for services provided by the firm.
  • Money Services. Money services businesses; financial services, such as money transfers, sales of foreign currency, wire transfers, money orders, check cashing, cash advances, bill payments, loan payments, or sales of prepaid cards or mobile minutes.
  • Virtual Currency or Stored Value. Virtual currency or credits that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (ex: Bitcoin).

‍

Regulated, Illegal Products and Services, IP Infringement
‍

  • Telecommunications. Prepaid local long-distance telephone calls and faxes; prepaid phone services; calling cards; monthly billing of telephone calls; computer network/Information services; cyberlocker; electronic bulletin board; email providers; Internet access; cable; satellite; pay television and radio services; subscription television programming or radio programming.
  • Adult Content and Services. Pornography and other adult content (including literature, imagery and other media); any sexually-related services such as prostitution, escorts, massage parlors, pay-per-view and adult live chat; mail order brides.
  • Counterfeit or Unauthorized Goods. Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported.
  • Intellectual Property / Proprietary Rights Infringement. Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without authorization from the rights holder; any product or service that infringes or facilitates infringement upon the copyright, patent, trademark or trade secrets of any third party.
  • Gambling. Internet gaming; lotteries; contests; sweepstakes; games of chance; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; memberships on gambling-related sites.
  • Regulated Products and Services. Cannabis & marijuana dispensaries and related products and services including cannabidiol (CBD) and hemp; sale of tobacco, e-cigarettes, e-liquids, bongs, vaporizers and hookahs; age-restricted products or services; internet pharmacies and script dispensers; firearms, weapons and ammunition; gunpowder, explosives and fireworks; toxic, flammable, and radioactive materials.
  • Substances Designed to Mimic Illegal Drugs. Sale of a legal substance that provides the same effect as an illegal drug (ex: salvia, kratom).


Deceptive, Unfair, or Predatory Practices
‍

  • Get Rich Quick Schemes. Investment opportunities, or other services that promise high rewards.
  • No-Value-Added Services. Sale or resale of a service without added benefit to the buyer; resale of government offerings without authorization or added value; businesses that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers.

‍

Products or Services that are Otherwise Prohibited
‍

  • Aggregation. Engaging in any form of licensed or unlicensed aggregation of funds owed to third parties, factoring, or other activities intended to obfuscate the origin of funds.
  • Court Ordered Payments. Alimony, child support, or other court-ordered payments.
  • Delayed Delivery. Businesses that engage in delayed delivery where the goods or services provided to the cardholder are not delivered or fulfilled within three (3) months of when the payment is processed.
  • Hate & Violence. Hate, violent acts or activities, discrimination or the financial exploitation of a crime.
  • High Risk Businesses. Online computer technical support; direct marketing of subscription offers; outbound telemarketing, infomercial businesses; door-to-door sales; telecommunications equipment and telephone sales; rebates and upsell programs; drop shipping; forwarding brokers; negative response marketing; credit and identity theft protection; pawn shops; buyers or membership clubs; psychic services; discount coupon businesses; discount medical or dental insurance plans; any businesses that we believe poses elevated financial risk, legal liability, or violates card network rules.
  • Multi-Level Marketing. Pyramid schemes, network marketing, and referral marketing programs.
  • Pseudo Pharmaceuticals. Pharmaceuticals, nutraceuticals and other products that make health claims that have not been approved or verified by the applicable regulatory body.
  • Real Estate Services. Distressed property sales and marketing; real estate flipping; timeshares including resales and related marketing.
  • Social Media Activity. Sale of Twitter followers, Facebook likes, YouTube views, and other forms of social media activity.
  • Tobacco. CNP tobacco, e-Cigarettes, and “Vape” supplies and accessories.
  • Travel Related Services. Travel agencies; tour operators; travel reservation services and clubs; airlines; cruises and timeshares.

D. Transactions

1. Accepted Forms Of Payment

Payment Cards. Wave supports most domestic credit, debit, prepaid or gift cards bearing Visa, Mastercard, or American Express trademarks. In addition, Wave supports most international cards bearing these trademarks. We may add or remove support for certain payment cards at any time without prior notice. We may elect only to process cards that receive authorization from the applicable issuer. You may choose not to accept cards issued by a particular Network in accordance with the Operating Regulations.

EFT Bank Payments. Wave permits you to accept an EFT payment from a Customer’s bank account through the Service. You may not transmit to us information related to EFT Entries other than by your Customer authorizing payment by use of the Service. The EFT network is controlled and managed by Payments Canada and member banks. When submitting payments over the EFT network, you are required to and agree to comply with the Operating Regulations for use of the EFT Network which are available on the Payments Canada website. Capitalized, but otherwise undefined terms in this section will have the meanings set forth in Rule H1 of the Canadian Payments Association.

You understand and accept your role as the originator of EFT payments and you understand that your Customers' consent is required to debit their bank account and initiate a payment over the EFT network. This consent must be in a form and manner that complies with Rule H1 and the Operating Regulations and the required documentation for EFT transactions. You may not send or receive, or attempt to send or receive, funds to or from a person, entity or state where such transactions violate Canadian Law.

You authorize us and the Bank to originate EFT transactions on your behalf to your Customer’s accounts. You acknowledge that the origination, receipt, return, adjustment, correction, cancellation, amendment and transmission of a PAD, must comply with applicable laws, rules, and regulations, including Rule H1 and the Operating Regulations. You warrant to us everything that we must warrant as a PAD originator, and you agree to hold harmless, indemnify and defend Wave and the Bank for any losses or liabilities we or the Bank may suffer or incur as a result of or in connection with your breach of such warranties and your PAD transactions, including legal fees.

You understand that you are responsible for:

  • Abiding by the terms of the Business Pre-Authorized Debit Agreement established with your Customers (as per the Wave Payments Customers Terms of Service) and obtaining valid authorization for debits from your Customers in a form and manner that complies with Rule H1 and Operating Regulations;
  • Retaining, in accordance with applicable law and Rule H1 and Operating Regulations and providing upon request to us and Bank, copies of debit authorizations you are required to obtain from your Customers and documentation of debits and related transmissions;
  • Requesting any reversal, correction, or change to a debit before we submit the debit to the Bank;
  • Responding to and executing customer cancellation or revocation requests;
  • Providing a written statement to customers in the event that you terminate the Business Pre-Authorized Debit Agreement; and
  • Complying with any other rules or requirements under Rule H1.

In simple Terms

We support a lot of payment types. We can change this without notice. We also support EFT bank payments, but you have to follow the rules from Payments Canada.

2. Payment Transactions

Payment transactions are indicated as Payment, Recurring Payment or Refund.

  • “Payment” indicates that a transaction has cleared and the funds are available in your Settlement Account. If Wave determines that the transaction is related to a restricted or prohibited business or activity or that the transaction is the result of fraudulent activity, Wave may reverse or refund the transaction at any time.
  • “Recurring Payment”. You may use the Service to receive recurring or subscription payments from your Customers. If you use the Service to submit these recurring or subscription Payments, you agree to comply with applicable Law, including clearly informing Customers in advance of submitting the initial Payment that they will be charged on an ongoing basis and explaining the method for unsubscribing or cancelling their recurring billing or subscription.
  • “Refund” indicates that a transaction has been reversed, in whole or in part, or canceled. This could be due to you issuing a refund or due to inaccurate or incomplete information about your Account, or our inability to validate the legitimacy of the payment, Customer, or you. You may contact our Customer Support Team for more information. Although payments are refunded, the removal of an authorization on a Customer credit card or a return of funds to a Customer account may not be immediate and Wave cannot guarantee funds availability within a specific timeframe. You understand that as the Merchant you will be responsible and liable for any refunds, chargebacks and returns of Payments.
  • Upon the submission of transaction information by Wave to our processor, a Customer account will be debited or credited by the Bank. You agree that the Customer’s obligation to you is treated as paid at the time of our submission of this transaction to our processor; and the resulting initiation of processing by the Bank.

    After the initiation of processing by the Bank, you may not attempt to collect or otherwise seek payment from the Customer, because you agree that the Customer’s obligation to you has been conclusively discharged. You agree that the Customer is a third-party beneficiary of the preceding two (2) sentences.
  • At any time, generally up to ninety (90) days, or longer as defined by the Networks, from the transaction date, a transaction may be disputed by the Customer. Any such disputes resolved in favor of the Customer may result in reversal of the disputed transaction.
  • Wave reserves the right to limit or restrict transaction size or volume at any time. We will consider a variety of factors in making this decision and will make this determination at our sole discretion.

In simple Terms

When you see your transactions they’ll be either a payment or a refund. We might refund a transaction if it breaks the rules. There are other reasons for a refund; you can contact our support team for more information.

In simple Terms

A transaction can be disputed by your customer during a specified time period after you initiate it. The length of the time period is affected by the customer’s agreement with the card issuer and by Network Operating Regulations. If this ends up in the customer’s favor, it becomes a refund.

3. Payment Authorization

You authorize us to hold, receive, disburse and settle funds on your behalf. Your authorization permits the Bank to generate a paper draft or electronic funds transfer to process each payment transaction that you or your Customer may authorize. Subject to this Agreement, you also authorize the Bank to debit or credit any payment card or other payment method Wave accepts.

You authorize us to initiate electronic funds transfers to each Designated Merchant Bank Account, and to initiate adjustments for any transactions credited or debited in error.

In simple Terms

This is the authorization for the Bank to move money when you authorize/process a transaction or to make corrections.

Your authorization will remain in full force and effect until you notify us that you revoke it by contacting customer support, terminating the Service or closing your Wave Payments Account. You understand that Wave requires a reasonable time to act on your revocation, generally not to exceed five (5) business days.

Payments by the Bank to you for payment transactions (“Bank Payments”) are processed through the Electronic Funds Transfer (EFT) network and require up to five (5) business days to clear and be deposited into your Settlement Account (unless you are eligible for Instant Payout). The Bank will process Bank Payments and we will deposit funds to your Designated Merchant Bank Account two (2) business days after Bank Payments are verified. This means Bank Payments could be deposited into your Designated Merchant Bank Account as early as two (2) business days and as late as seven (7) business days.In some cases, we may deposit funds to your Designated Merchant Bank Account before the Bank Payment is verified. If your Bank Payment is settled to your Designated Merchant Bank Account before it is verified, the Bank Payment is at risk of returning after you receive the funds. If you are shipping products, you may choose to wait until the payment is verified before fulfilling your customer’s order. Typically, Bank Payments are considered to be verified if a return is not received within five (5) business days of the original sale, but we cannot guarantee that a return will not be received at a later date.

In simple Terms

To stop this, you need to contact support, terminate the Service or close your Wave Payments Account — usually, we'll act on this within 5 business days.

Bank Payments take some extra time to be processed and verified through the EFT Network. You can typically expect Bank Payments to arrive in your bank account between two (2) and seven (7) business days.

4. Payout Schedule

Unless you are eligible for Instant Payout, funds will be transferred to your Designated Merchant Bank Account according to the transfer schedule displayed in the Service. Regardless of the transfer schedule and mechanism, we will transfer funds to the Designated Merchant Bank Account no more than thirty (30) days after funds settle to the Bank, subject to any Reserve imposed, as described in the Reserve section of this Agreement and any set-off rights we or the Bank may have against such funds. Neither the Bank, Wave, nor the Customer, will have any liability to you for funds so refunded.

Settlements by us to your Designated Merchant Bank Account may be limited or delayed based on your perceived risk and history with Wave. We will consider a variety of factors in making this decision and will make this determination at our sole discretion. All settlements to Merchants are subject to review for risk and compliance purposes and can be delayed or postponed at Wave’s sole discretion.

If you select Instant Payout for payment of funds settled to your Settlement Account, then we will transfer funds to your Instant Payout Account.

Should Wave need to conduct an investigation or resolve any pending dispute related to your Settlement Account or the Service provided to you, Wave or the Bank may defer payout or restrict access to your funds for the entire time it takes us to do so. The Bank may also defer payout or restrict access to your funds as required by Law or court order, or if otherwise requested by law enforcement or governmental entity.

In simple Terms

Money is transferred to your bank account based on the deposit date shown in Wave, with some exceptions.

There are many factors that may impact payouts to your bank account. All payouts are subject to risk and compliance review.

5. Transaction Limits

For receiving payments, the following limits apply:

  • $1,000,000 per transaction
    ‍

These limits may be changed and additional limits may be added at any time. Your limits may also be adjusted based on history and other factors. We, in our sole discretion, may impose limits on the dollar amount, number and/or the frequency of payments that you can receive using the Service. We may decline any payment exceeding these limits.

In simple Terms

The maximum is $1 million per transaction. Wave may impose other limits as required in our sole discretion.

6. Instant Payouts

Merchant Eligibility. If you are using Wave Payments, Wave enables Instant Payouts automatically when you become eligible. Wave determines eligibility based on a series of criteria, and no additional signup is required. When you become eligible for Instant Payouts, Wave will notify you by email through the email address registered with your Wave account.

Payment Eligibility. Instant Payout is available for invoices paid by credit card and bank payment. Even if you are eligible for Instant Payouts, not all invoice payments will qualify. Wave automatically determines eligibility based on a number of factors. If you receive a payment and do not see an available Instant Payout balance, the amount will be paid out following the normal processing time. Based on eligibility, some bank payments may be delayed and subject to normal processing times which means you will not have access to the Instant Payout balance until the funds clear. 

Fees. A 1% Instant Payout fee is applied to the amount you withdraw from your available balance. The Instant Payout fee is in addition to other Wave Payments processing fees. There is a minimum fee of $1.
‍

Payment Type

Fee per Transaction

Instant Payouts

1% (minimum fee of $1)


Setup.
To set up Instant Payouts, you must link an account by entering your debit card details. This debit card does not need to be linked to the Designated Merchant Bank Account you use for Wave Payments. You can update your debit card details at any time. The debit card number is required because Wave uses card networks to push funds to your bank account instantly. This is different from how regular payouts are sent to your Designated Merchant Bank Account using your account number. Not all debit cards are supported.

Processing Payouts. The minimum withdrawal amount is $25. You need to have a minimum balance of $25 available to you. 

Most banks support instant funding and you can typically expect to see funds in your bank account within a few seconds, up to thirty (30) minutes. Deposit times may vary due to processing cutoff times or third party delays. 

Every day at 8 p.m. Eastern, Wave processes all payments received in the last 24 hours. Once payments are processed, if they qualify for instant payouts, you will have until 3 p.m. Eastern the following business day to pay out your available balance. The only exception would be if you receive a payment any time after 8 p.m. Eastern on a Thursday. Since payments are not processed on weekends, you will have until 8 p.m. Eastern on Sunday to accept the Instant Payout balance available to you.

If you choose not to withdraw your available Instant Payout balance, or if the balance is no longer available, it will be paid out following the standard payment processing timelines.

Scheduling Payouts. You have the option to set your Instant Payouts on an automated acceptance schedule. If you have received payments from your customers that contribute to your available Instant Payout balance, Wave will send your money to you automatically at your pre-set scheduled hour. You can choose limits to set the maximum that is paid out on a daily basis. 

Scheduling your Instant Payouts doesn’t take away from your ability to manually accept them. If you have an available balance and need the funds right away but you haven’t reached the scheduled time yet, you can still manually accept the Instant Payout to receive your money.

In simple Terms

Instant payouts is a feature that gives you faster access to your funds. Wave will let you know if a payment is eligible. This section provides an outline of how this feature works and what fees you need to be aware of when you use this feature.

E. Roles and Responsibilities

1. Wave’s Role

Wave provides data processing services for Merchants. Wave is a Payment Service Provider (“PSP”), not a bank. 

As a PSP, Wave collects, analyzes and relays information generated in connection with payments between Customers and Merchants. You authorize Wave to provide this information to the Bank in order for the Bank to facilitate payments from Customers to you through the Networks. As a result, the Bank - and not Wave - actually conducts the settlement of payment transactions to you. Wave does not at any point hold, own or control funds in connection with the Service, nor does Wave transmit money or monetary value. In connection with the Service, Wave does not actually or constructively receive, take possession of or hold any money or monetary value for transmission, and does not advertise, solicit or hold itself out as receiving money for transmission. Wave is the party with sole responsibility for conducting the settlement of funds between Customers and Merchants.

In order to act as a PSP, Wave must enter into agreements with the Networks, processors and the Bank. You are not a third-party beneficiary of these agreements. Each of the Networks is a third-party beneficiary of this Agreement and has beneficiary rights, but not obligations, and may enforce this Agreement against you. Some of these third parties may require a direct agreement with you. If you are required to enter into such an agreement and decline to do so, we may suspend or terminate your Account.

You agree to be bound by the Merchant Services Agreement set forth in Exhibit A to this Agreement if it applies to you. The Merchant Services Agreement applies to you if, for example, you receive more than $1,000,000 in Visa payments or $1,000,000 in Mastercard payments in a twelve (12) month period. By accepting this Agreement (by "click through" or otherwise), you also agree to the terms and conditions of the Merchant Services Agreement, which constitutes a legally binding contract between you, on the one hand, and, if applicable, Worldpay, LLC and its designated member bank.

In simple Terms

Each player in the payment process has a very specific role and each role has some very specific rules about what they can and can’t do. This section details Wave’s role and makes it very clear that we are not a bank and that we do not actually move money.

There’s also a bit at the end of the section that highlights the role that you, the merchant, play and some of the rules around that.

2. Network Rules and Regulations

You will comply with the Networks’ regulations and rules applicable to merchants. The Networks make excerpts of their respective Operating Regulations available on their websites (including visa.ca, mastercard.ca, americanexpress.ca/merchantguide and payments.ca).

3. Customer Service Provided by Merchants

You are solely responsible for all customer service issues relating to your goods or services, including pricing, order fulfillment, order cancellation by you or the Customer, payment cancellations, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from Wave. If your Customer’s payment is rejected or returned for any reason, Wave will not be liable for any fees, including a nonsufficient funds (“NSF”) fee, that you may choose to charge your Customer. Wave does not permit a Merchant to charge a Customer an electronic NSF fee through the Service. You will cooperate with Wave to assure that Customers have access to clear customer service information, including an active customer service email address or telephone number.

In simple Terms

Wave provides the payment service, but all of the other customer interactions are your responsibility. Your customers need to be able to contact you.

4. Refunds Provided by Merchants

You agree to process returns of, and provide refunds and adjustments for goods or services through your Wave Payments Account in accordance with this Agreement and the Operating Regulations.

The Operating Regulations require that you:

  • Maintain a fair return, cancellation or adjustment policy;
  • Disclose your return or cancellation policy to Customers at the time of purchase;
  • Not give cash refunds to a Customer in connection with a payment card sale, unless required by Law; and
  • Not accept cash or any other item of value for preparing a payment card sale refund.
    ‍

The amount of the refund or adjustment must include all taxes required to be refunded and must not exceed the original sales total except for any reimbursement to the customer to cover shipping costs for the return of merchandise.

You may process refunds and adjustments through the Service at any time. These refunds and adjustments are subject to this Agreement and the Operating Regulations. If your Settlement Account balance is insufficient to cover the refund, you authorize Wave to withdraw sufficient funds from your Designated Merchant Bank Account to credit back to your Customer’s account.

Your refund policies must be the same for all payment methods. When processing a full refund, Wave will refund the Fees for the transaction so your Customer receives the full purchase amount. If your refund policy prohibits returns or your Customer is dissatisfied with your refund policy, the Customer may chargeback the payment.

In simple Terms

You’re required to have a fair return policy and these are the rules. If your policy doesn’t allow for returns, you may face chargebacks.

5. Merchant’s Liability for Chargebacks and Returns

You are liable for all chargebacks and returns, whether or not the chargeback or return complies with the Operating Regulations. The amount of a payment may be charged back to you and deducted from your Settlement Account or Designated Merchant Bank if:

  • It is disputed by a Customer;
  • It is reversed for any reason;
  • It was not authorized or we have any reason to believe that the transaction was not authorized; or
  • It is unlawful, suspicious, or in violation of the terms of this Agreement.

In simple Terms

You are ultimately responsible for chargebacks.

6. How Wave Handles Chargebacks and Returns

In the event of a disputed transaction, Wave will withdraw funds from your Settlement Account or Designated Merchant Bank Account for the amount of any chargeback or return and any associated Fees, fines, or penalties assessed by the Bank, our processor or the Networks. If you do not have sufficient funds in your Settlement Account or Designated Merchant Bank Account, we will have the remedies set forth in the “Our Set-off and Collection Rights” section of this Agreement. If you have pending chargebacks or returns, we may delay or reduce payouts to you.

A fee of $15 will be assessed for each chargeback received.
‍

Fee Type

Fee Amount (CAD)

Chargeback

$15 per chargeback


If Wave reasonably believes that a chargeback or return is likely with respect to any transaction, we may withhold the amount of the potential chargeback or return from payments otherwise due to you under this Agreement until such time that:

  • A chargeback or return is assessed due to a Customer’s complaint, in which case the Bank will retain and refund the funds;
  • The period of time under applicable Law or Operating Regulation by which the Customer may dispute that the transaction has expired; or
  • We determine that a chargeback or return on the transaction will not occur.
    ‍

If we determine that you are incurring an excessive amount of Chargebacks or returns, Wave or the Bank may establish controls or conditions governing your Settlement Account and Service, including without limitation, by

  • Assessing additional Fees;
  • Creating a Reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees;
  • Delaying payouts; and
  • Terminating or suspending the Service or closing your Wave Payments Account.
    ‍

We may be required to report your name to one or more of the Networks if you experience excessive chargebacks or excessive returns, and you waive any claims you may have as a result of such reporting. You will assist us when requested, at your expense, in the investigation of any transactions you have processed through the Service. To that end, you permit us to share information about a chargeback or return with the Customer, the Customer's financial institution, and your financial institution in order to investigate and/or mediate a chargeback. We may request necessary information from you to contest the chargeback or return. If the chargeback or return is contested successfully, we will release the reserved funds to you. If a dispute is not resolved in your favor by the Network or issuing bank or you choose not to contest the chargeback or return, Wave may recover the chargeback or returned amount and any associated Fees as described in this Agreement. Your failure to assist us in a timely manner when investigating a transaction, including providing us with the necessary documentation within seven (7) days of our request, may result in an irreversible chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating such disputes.

In simple Terms

You’ve got to pay for any chargebacks, otherwise, we’ve got the ability to collect. If we believe that a chargeback is likely, we may tell the Bank to hold some funds to cover it. Excessive chargebacks can result in account restrictions. You’re also agreeing to help us in any investigations into chargebacks.

7. Our Set-off and Collection Rights

To the extent permitted by Law, we or the Bank may set off against any balances in your Settlement Account and your Designated Merchant Bank Account, or against any amounts due to you, for any obligation you owe us under this Agreement, including without limitation any chargebacks or returns. All Fees are charged at the time of transaction processing and are first deducted from the transferred or collected funds and thereafter from your Settlement Account and then from your Designated Merchant Bank Account. If you do not have sufficient funds in such accounts, we or the Bank may collect from any funding source associated with your Settlement Account, from any other account under your control, or from any funding source associated with such other account, including but not limited to any funds:

  • Deposited by you;
  • Due to you under this Agreement; or
  • Available in your bank account, or other payment instrument registered with the Bank.
    ‍

Your failure to pay, in full, amounts that you owe us on demand will be a breach of this Agreement and may result in account suspension, termination, or restriction of your access to Wave’s Services.

Except as otherwise provided in the Arbitration Provision, you will be liable for all costs and expenses incurred by or on behalf of us in association with collection in addition to the amount owed, including without limitation legal fees and expenses and late payment fees. 

At its discretion, Wave may make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution. You hereby expressly agree that all communication in relation to delinquent accounts will be made by electronic mail or by phone to the current contact information that Wave has on file with respect to you. Such communication may be made by Wave or by anyone on its behalf, including but not limited to a third-party collection agent.

In simple Terms

You’re required to cover any returned or failed payments and the applicable fees, including without limitation, late payment fees. Wave will attempt to collect these funds and can pull funds from any source associated with your account. Failure to pay amounts owed to us is a breach of this agreement.

a. What happens if you owe us money?

In the event of a chargeback or payment failure, Wave will notify you by email and attempt to debit your bank account for the amount owed. If this debit fails, we will send you an invoice for the amount owed by email. If you do not make a payment within fourteen (14) business days, Wave will issue a Letter of Demand. If payment is not received within four (4) business days of the date the letter was issued, your Account will be sent to a third-party collections agency. 

At our discretion, we may allow for the outstanding balance to be paid in installments (“Payment Plan”). A Payment Plan is an arrangement you make with Wave where you agree to repay the balance owed through a series of payments over the agreed upon payback period (“Term”). See “Payment Plan Agreement” below for more details.

In simple Terms

If you owe us money, we’ll let you know and attempt to debit your bank account. If we can’t recover any funds and don’t hear from you, we may pursue legal action or other collection efforts.

b. Payment Plan Agreement

If Wave allows for a Payment Plan to be agreed upon and you agree to repay your debt in regulation installments, a Payment Plan Agreement must be entered into between Wave (the “Creditor”) and you (the “Debtor”).

  • Plan Details. Wave will provide you with written confirmation of the amount owed (“Principal Balance”), the initial payment amount payable under the Payment Plan, the monthly payment amount payable under the Payment Plan (“Monthly Payment” and together with the initial payment amount, the “Payments), the start date, monthly due date, fees incurred, and the number of Payments required to pay the debt (not including the initial payment). You agree to repay the debt as outlined in the Payment Plan Agreement. You cannot make changes to your Payment Plan once it has been established, unless authorized in writing by Wave.
    ‍
  • Payment Method. Wave will send you an invoice for the Payments by email. You may choose to make payment by credit card or bank payment. Payments received will be applied first to any outstanding fees (if applicable) and then to the Principal Balance. To avoid late payment fees, we recommend that you set up automatic payments, ensure your payment method is up to date, and monitor your email for updates from Wave.
    ‍
  • Payment Schedule. We offer Payment Plans on a monthly schedule over a term of no more than six (6) months, unless otherwise agreed by us in writing. An initial payment of twenty percent (20%) of the Principal Balance is required upon execution of the Payment Plan Agreement. The remaining balance will be paid in equal monthly installments. You agree to pay the Payments and any fees (including without limitation, late payment fees) incurred until your debt has been paid in full.

    The amount of your Monthly Payment will be determined by taking the Principal Balance, adding any applicable fees, subtracting the initial payment of 20%, and dividing the total of these amounts by the number of months in the Term of the Payment Plan Agreement. The last Monthly Payment might be less than the other Monthly Payments. The total payment amount of each Monthly Payment may change if late payment fees, as described below, are incurred. 

    Wave may choose to send payment reminder emails in its sole discretion, however, you remain fully responsible for making all payments on time.
    ‍
  • Payment Grace Period. Wave offers a grace period of up to three (3) business days beyond any Payment due date to accommodate for unforeseen delays. During this period, late payment fees will not be assessed against you.
    ‍
  • ‍Late Payments. If any Monthly Payment is not received by the end of the third business day after the applicable due date, such Payment is considered late. Unless an extension has been granted by Wave in writing, you will be charged a late payment fee. On the fourth business day, Wave will send you an updated invoice with a late payment fee added to the total balance owed. Late payment fees will be assessed on a monthly basis. You agree to pay the late payment fee(s) as set out below.
    ‍
Fee Type

Fee Amount (CAD)

Late payment fee

$25 per late payment

  • If a Payment is not received by the end of the seventh business day after the applicable due date, your Wave Payments Account will be suspended on the eighth business day. If two (2) or more Payments are missed by you, Wave may, in its sole discretion, declare the entire remaining balance immediately due and payable.
    ‍
  • Termination. Wave reserves the right, in its sole discretion, to terminate the Payment Plan at any time upon written notice to you. Upon termination, the full outstanding balance of all amounts will become due and payable by you immediately.
    ‍
  • Questions. If you have any questions regarding Payment Plans, please respond to the email sent to you by Wave’s Collections Team or reach out to collections@waveapps.com.

In simple Terms

For our customers who we enter into Payment Plans with, here’s the important details about how they work and what happens if payments are late.

8. Complaint Handling Process

  1. For any issues or concerns, please contact our Customer Support Team first.
  2. If, after contacting Customer Support your issue is not resolved, you may ask for a Lead/Manager to review your situation.
  3. If you have worked with a Lead/Manager, remain unsatisfied, and have a complaint with respect to the Code of Conduct for the Payment Card Industry in Canada, please review our FCAC complaint policy here.

9. Dormant Accounts

If there is no activity in your Settlement Account (including access or payment transactions) and we and the Bank have been unable to transfer the funds to your Designated Merchant Bank Account for the period of time set forth in the applicable unclaimed property laws, and you have a credit, we may notify you by sending an email to your registered email address. We may also notify you by regular mail. We may give you the option of keeping your Settlement Account open, requesting a transfer to a Designated Merchant Bank Account, or requesting a check. If you do not respond to our notice within the time period specified in the notice, we may close your Settlement Account and the Bank will deal with unclaimed balances in accordance with applicable Law.

In simple Terms

If you have money in an account that is not active for a period of time, we may mail you a check or transfer those funds to the government as required by law.

F. Termination

1. Your Right to Terminate

You may terminate the Service at any time by either: 1) Contacting customer support and requesting that we disable your account; or 2) Turning off the ability to accept payments in the "Settings" section of your account. If you elect to turn off the ability to accept payments in your account, you may turn on the ability to accept payments in the "Settings" section of your account at any time. Your termination of the Service will automatically result in the termination of this Agreement. The Arbitration Provision will survive the termination of this Agreement.

In simple Terms

You’ve always got the right to close your account, but that can’t be used to avoid paying your fees.

2. Our Right to Terminate

Upon notice to you, we may terminate this Agreement and terminate the Service for any reason with or without cause. We may choose to terminate the Service without terminating your other Wave services. We may also suspend your access to the Service and we or the Bank may suspend access to your Settlement Account (including the funds in your Wave Payments Account) if you:

  • Have violated the terms of Wave’s policy or this Agreement;
  • Have been reasonably deemed to pose an unacceptable credit or fraud risk to us, or;
  • Have provided any false, incomplete, inaccurate, or misleading information or have otherwise engaged in fraudulent or illegal conduct.

In simple Terms

Situations may come up where we need to close your account.

3. Termination

If your Wave Payments Account is terminated for any reason, you agree:

  • To continue to be bound by this Agreement, including the Arbitration Provision;
  • To immediately stop using the Service;
  • That the license provided under this Agreement will end;
  • That we reserve the right (but have no obligation other than as described in our Privacy Policy) to delete all of your information and Wave Payments Account data stored on our servers; and
  • That Wave will not be liable to you or any third party for termination of access to the Service, deletion of your information or Wave Payments Account data, or export of your information or Wave Payments Account data.

In simple Terms

This agreement lives on beyond the end of your account.

4. Effect of Termination

You may cease using the Service at any time. Any funds held for you by us or the Bank at the time of termination of the Service, less any applicable Fees, will be paid out to you according to your payout schedule, assuming all payout-related authentication requirements have been fulfilled (for example, you may not close your Wave Payments Account as a means of evading your payout schedule).

If an investigation is pending at the time you close your Wave Payments Account, we or the Bank may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds in dispute, we or the Bank will release those funds to you.

We will not be liable to you for compensation, reimbursement, or damages in connection with any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement. The Arbitration Provision will survive the termination of this Agreement.

In simple Terms

We’re not financially responsible to you for a suspended or terminated Service. Terminating your Service doesn’t mean you don’t need to pay your fees.

G. Cardholder Data Security

If you handle, transmit, or store any Cardholder Data in connection with your use of the Service or the Wave API, you agree to comply at all times with the Payment Card Industry Data Security Standards (“PCI DSS”). Further, you agree to certify such compliance and provide documentation in accordance with the Operating Regulations, or when asked by Wave to do so. You also agree that you will use only PCI-compliant service providers in connection with the storage, processing, or transmission of Cardholder Data.

You are fully responsible for the security of data (including but not limited to Cardholder Data) on your website or otherwise in your possession or control. You agree to comply with all applicable Laws and rules in connection with your collection, security and dissemination of any personal, financial, or transaction information.

You must receive the express and valid consent of your Customer as required under applicable privacy law, prior to retaining, tracking, monitoring, storing, disclosing, or otherwise using Cardholder Data other than for the transaction for which it was given, unless otherwise required by applicable law.

In simple Terms

There are extra industry rules and protections around credit card data; those rules are referred to as ‘PCI-DSS’. You are agreeing that you and all the services you use, comply with these rules at all times. You need your customer’s permission to do anything with card data other than processing the transaction it was provided for.

H. Representations and Warranties

1. Mutual

Each party hereby represents, warrants and covenants to the other party that:

  • Its obligations under this Agreement are valid, binding and enforceable in accordance with the terms and conditions set forth herein;
  • It has the full legal right and authority to enter into and implement this Agreement in all respects, and the execution and performance of this Agreement does not violate, or conflict with any other contract or agreement to which it is a party, or by which it is bound, and that the person accepting the terms of this Agreement has complete authority to bind it to this Agreement; and
  • It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with corporate power and authority adequate for executing, delivering, and performing its obligations under this Agreement.

In simple Terms

This is the section where we are telling each other that we have all the rights and permissions necessary to enter into and implement this agreement.

2. Merchant Representations and Warranties

You represent and warrant to us that:

  1. You are eligible to register and use the Service;
  2. The name provided by you when you registered for the Service is your name, or the business name, under which you sell goods and services;
  3. Any payment transaction submitted by you will represent a bona fide sale by you;
  4. Any payment transactions submitted by you will accurately describe the goods and/or services sold and delivered to a customer;
  5. You will fulfill all of your obligations to each Customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the Customer;
  6. You and all transactions initiated by you will comply with all federal, provincial, and local Law applicable to your business, including any applicable tax laws and regulations and the Operating Regulations of the applicable Network;
  7. Except in the ordinary course of business, no transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity;
  8. You will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service;
  9. You have obtained all necessary consents from each Customer with respect to your and our use (as permitted herein or by applicable Law) of any contact and identifying particulars relating to name, location, address, email, phone, bank accounts, corporate officers, business names, billing descriptors and customer contact information (“Customer Information”) and that: (i) such Customer Information is true and correct; and (ii) that you may be contacted by Customers at the address(es) given for such purpose;
  10. You will keep such Customer Information updated and correct during the course of this Agreement; and
  11. Your use of the Service will be in compliance with this Agreement and applicable Law.

In simple Terms

This is the section where you’re telling us that you have all the rights and permissions necessary to use Wave. You’re also saying you’ll comply with the law.

I. Disclaimers

Disclaimer of Warranties

Wave makes no representations or guarantees regarding Merchants or Customers utilizing our Service. Use of our Service in no way represents any endorsement by Wave or by any Network, of a Merchant’s or Customer’s existence, legitimacy, policies or practices. Wave does not have control of, or liability for, goods or services that are paid for with the Service.

Wave makes no representations that the Service is appropriate or available for use outside Canada. Those who access or use the Service from other jurisdictions do so of their own volition and are entirely responsible for compliance with all applicable Laws of Canada, including but not limited to export and import regulations.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WAVE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WAVE, ITS PROCESSORS, ITS PROVIDERS, ITS LICENSORS AND THE BANK (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WAVE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WAVE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

In simple Terms

Wave’s providing a service, but making no claims about the quality of the people using it (even though I’m sure most of you are great people!) or the goods/services being sold.

This service is available to people in Canada, but it isn’t available everywhere. By using it, you’ve got to make sure you’re not breaking any embargo rules.

While typically the hardest sections to read, these all-caps blocks are intended to be conspicuous so that you’ll read them. There’s some very important (and fairly standard) butt-covering material in there. Please read it.

This service is as-is. We’re also being very clear that we’re not responsible for the people that use the service or what they’re selling.

J. Limitation of Liabilities and Damages

1. Limitation of Liabilities

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WAVE, ITS PROCESSORS, THE NETWORKS AND THE BANK (AND THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, OR ANY DELAY IN PERFORMING OUR OBLIGATIONS UNDER THIS AGREEMENT, REGARDLESS OF WHETHER THE FAILURE OR DELAY IS CAUSED BY AN EVENT OR CONDITION BEYOND OUR CONTROL; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL WAVE, ITS PROCESSORS, AGENTS, SUPPLIERS, LICENSORS, NETWORKS OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

In simple Terms

As noted above, this is conspicuous because it is important. You should read the whole document, but you should really really read these bits.

2. Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WAVE, ITS PROCESSORS, SUPPLIERS, LICENSORS, NETWORKS OR THE BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, REVENUE, BUSINESS OPPORTUNITIES, INCONVENIENCE, AND OTHER INTANGIBLE LOSSES OR ANY OTHER FORESEEABLE OR UNFORESEEABLE LOSS, THAT RESULT DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT OR FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF DAMAGES. UNDER NO CIRCUMSTANCES WILL WAVE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

In simple Terms

The lawyers are in full swing here, limiting as much as legally possible what Wave (and everyone else involved on our end) is liable for.

K. Indemnification

You will indemnify, defend and hold us and our processors and partners harmless (and our and their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable lawyers’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to:

  • Any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our policies or the Operating Regulations;
  • Your wrongful or improper use of the Service;
  • Any transaction submitted by you through the Service (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you);
  • Your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
  • Your violation of any law, rule or regulation of the Canada or any other country; or
  • Any other party's access and/or use of the Service with your unique username, password or other appropriate security code.

In simple Terms

If anyone sues us because you used Wave for less-than-seemly purposes or in a way that violates the agreement, you agree to pay our legal fees and any other penalties.

L. Miscellaneous

1. Governing Law

Except as otherwise provided in the Arbitration Provision, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Ontario, without regard to its choice of Law or conflicts of Law principles that would require application of the Law of a different jurisdiction.

In simple Terms

When we say ‘Law’ we mean the Laws that apply in Ontario and Canada.

2. Entire Agreement

Except as otherwise provided in the Arbitration Provision, this Wave Payments Terms of Service, including the Wave TOU, is the entire and exclusive agreement between parties with respect to Wave Payments, and it supersedes all previous communications, representations, or agreements, either oral or written, between you and us.

In simple Terms

This agreement, including the Wave TOU, overwrites any other agreement you’ve signed with us.

3. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Wave without restriction or consent.

In simple Terms

You can’t assign this agreement over to anyone else; we can have someone stand in for us.

4. Amendment of Agreement

Except as otherwise provided in the Arbitration Provision, we reserve the right to modify or add to this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including but not limited to notice on our website or any other website maintained or owned by us and identified to you. Any use of the Service after our publication of any such changes shall constitute your acceptance of the then-current version of this Agreement. You may not modify or amend this Agreement unless we agree to such modification or amendment in a written instrument signed by a duly authorized representative of Wave. For the purposes of this section, a written instrument shall expressly exclude electronic communications such as email and electronic notices including facsimiles.

In simple Terms

Wave can change this agreement and we'll give you reasonable notice. Using the service means you agree to the version of the agreement that is current at that time. You can’t make changes to this agreement without getting us to agree to them in writing, which in this case actually means ‘pen to paper’.

5. Survival

Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement or that expressly or by its nature extends beyond the termination of the Service shall survive and remain in effect in accordance with its terms upon the termination of this Agreement. The Arbitration Provision will survive the termination of this Agreement.

In simple Terms

Some of the sections of this agreement stay in force after your account has been closed.

6. Severability

Except as otherwise provided in the Arbitration Provision, all provisions of this Agreement, notwithstanding the manner in which they have been grouped together or linked, are severable from each other. If any of these terms should be determined to be unenforceable, the remaining terms of this Agreement shall survive and remain in full force and effect and continue to be binding and enforceable

In simple Terms

This document isn’t “all or nothing.” If some parts of it don’t hold up, the rest is still in effect.

7. Waiver and Cumulative Remedies

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. A waiver shall only be effective in writing executed by the party granting the waiver. Other than as expressly stated herein, any remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

In simple Terms

Just because we don’t exercise a right, doesn’t mean it’s automatically waived. A right is only waived if it’s done in writing and authorized accordingly.

8. Force Majeure

Wave will be under no liability to the Merchant for, and is excused from, any failure to deliver or perform or for delay in delivery or performance due to causes beyond its control, including, but not limited to, governmental actions, fire, work stoppages, shortages, war, terrorism, civil disturbances, transportation problems, interruptions of power or communications, Internet service provider or hosting facility failures or delays involving third party hardware or software systems, denial of service attacks, acts of third parties outside of Wave's control, natural disasters or significant changes in the ability of Wave to offer the Service in terms of the scope and/or price set out herein as a result of changes in law, or in policy of Networks, and/or Bank, and/or governmental authorities.

In simple Terms

If there is a natural disaster or unavoidable catastrophe and we can’t provide the service, we are not liable to you.

9. Headings and Construction

The headings used in this Agreement are inserted for convenience only and will not affect the interpretation of any provision.

In simple Terms

The labels and layout of this document are stylistic (prettiest contract ever, right?) and have no legal implications.

10. Language

You and we expressly acknowledge and agree that this Agreement and all related agreements, schedules, materials, licenses and policies be drafted in the English language only. Il est convenu que cette convention et tous les annexes, documents, licences et politiques s'y rattachant soient rédigés en anglais.

In simple Terms

We do business in English.

M. Arbitration as to Claims involving American Express

1. Definitions

For purposes of this section, the following definitions apply (i) American Express, we, our, and us mean Amex Bank of Canada and includes any of its affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables, and all agents, directors, and representatives of any of the foregoing, (ii) Claim means any claim, dispute, or controversy between you and American Express whether contractual, extra-contractual, tortious or statutory arising from or relating to the Sponsored Merchant Agreement (including the validity or enforceability or scope of this arbitration provision) or the relationship resulting from the Sponsored Merchant Agreement or otherwise related to the acceptance, processing or settlement of American Express Cards. Claim also includes any claim, dispute, or controversy that may arise from or relates to our ordinary business practices, policies and procedures, or that American Express has the right to join, and (iii) Sponsored Merchant Agreement means this Agreement between you and Payment Aggregator to which American Express is a third party beneficiary (conferring on us beneficiary rights, but not obligations), and (iv) “you” includes your affiliates, licensees, predecessors, successors, or assigns, any purchasers of any receivables and all agents, directors, and representatives of any of the foregoing.

2. Asserting a Claim

All Claims will be resolved exclusively by arbitration pursuant to this Section, except as otherwise provided for herein. You agree to use commercially reasonable efforts to settle any Claim within thirty (30) days following the time that a Claim is raised.

3. Arbitration

A Claim that is not resolved directly between the parties thereto within sixty (60) days will be resolved pursuant to this Section and the National Arbitration Rules (Rules) of ADR Institute of Canada, Inc. (Administrator) or its successors or replacement Administrator. For a copy of the Rules, to file a claim, or for other information about the Administrator contact:

ADR Institute
234 Eglinton Avenue East
Suite 500
Toronto, Ontario
M4P 1K5
email: admin@adrcanada.ca.

Prior to the initiation of any Claim, we have the right to change or replace the Administrator or the Rules in our sole discretion.

4. Small Claims Court Proceedings and Complaint Procedures

Notwithstanding anything to the contrary in this section, you may pursue any Claim without resort to arbitration in a small claims court of the province or territory of your main business office in Canada, so long as the Claim is individual, within the jurisdiction of and pending only in that court.

5. Consolidation

You acknowledge and agree that individual arbitration provides a more efficient and cost effective method of resolving Claims than court litigation. All Claims will be arbitrated on an individual basis. Claims brought by you against us or by us against you may be joined, heard one after the other or consolidated as the arbitrator may direct in arbitration with Claims brought by or against someone other than you, if agreed to in writing by all relevant parties. You further agree that the arbitrator will have no jurisdiction or authority to consider any Claim brought on a class action or representative party basis.

6. Arbitration Procedures and Appeal

The arbitrator will take reasonable steps to preserve the privacy of individuals and of business matters. Where the Claim being arbitrated is for an amount less than $50,000, there will be no oral discoveries or oral hearing subject to the discretion of the arbitrator to direct otherwise. The arbitrator’s decision will be final and binding. However, where an appeal is not prohibited by statute, any party can appeal the award to an appeal panel administered by the Administrator, which will consider anew any aspect of the initial award objected to by the appealing party. Where the award under appeal is for $50,000 or less, the appeal will be to a single appeal arbitrator and where the award under appeal is for more than $50,000 the appeal will be to a three-member appeal panel. The appealing party will have thirty (30) days from the date of entry of the written arbitration award to notify the Administrator that it is exercising the right of appeal. The Administrator will then notify the other party that the award has been appealed. The Administrator will appoint the appeal panel that will conduct arbitration pursuant to the Rules and issue its decision within one hundred and twenty (120) days of the date of the appealing party’s written notice. The decision of the three-member appeal panel will be by majority vote. The appeal decision will be final and binding and there will be no further appeal. The appeal decision will be considered as a final award.

7. Location of Arbitrations/Payment of Fees

Any arbitration hearing that you attend will take place in the City of Toronto, Ontario. The arbitrator and, where applicable, the appeal panel shall be entitled to fix the costs and expenses of the arbitration, including reasonable legal fees, the costs and expenses of the arbitration and appeal, and the fees of the arbitrator, appeal panel and Administrator.

8. Limitation of Rights

If arbitration is chosen by either you or us to resolve a Claim, neither you nor we will have the right to litigate the Claim in a court action.

9. Survival

This arbitration section shall survive the termination or expiration of the Sponsored Merchant Agreement.

Exhibit A: Merchant Services Agreement for Sub-Merchants

This MERCHANT AGREEMENT FOR SUB-MERCHANTS ("Merchant Agreement") is made by and among WORLDPAY, LLC, having its principal office at 8500 Governors Hill Drive, Symmes Township, OH 45249-1384 and its designated Member Bank (collectively "Acquirer") and the user (“Sub-merchant”) in connection with, the Wave Payments Terms of Service between Sub-merchant and Wave Financial Inc. (“Provider”). Acquirer will provide Sub-merchant with certain payment processing services (the "Services") in accordance with the terms of this Merchant Agreement. In consideration of Sub-merchant's receipt of credit or debit card funded payments, and participation in programs affiliated with Mastercard International Inc. ("Mastercard"), VISA Inc. ("VISA"), and certain similar entities (collectively, "Associations"), Sub-merchant is required to comply with the Operating Regulations (defined below) as they pertain to applicable credit and debit card payments. In addition, if Sub-merchant meets certain requirements under the Operating Regulations or an Association or the Operating Regulations otherwise require, Sub-merchant may be required to enter into a direct relationship with an entity that is a member of the Associations. By agreeing to the Wave Payments Terms of Service to which this Merchant Agreement is an exhibit (by "click through" agreement or otherwise), Sub-merchant has fulfilled this requirement. However, Acquirer understands that Sub-merchant may have contracted with Provider to obtain certain processing services and that Provider may have agreed to be responsible to Sub-merchant for all or part of Sub-merchant's obligations contained herein.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual promises contained herein, the parties agree as follows:

  1. Certain Sub-merchant Responsibilities. Sub-merchant agrees to comply, and to cause third parties acting as Sub-merchant's agent ("Agents") to comply, with the Associations' and other payment networks' by-laws, operating regulations and/or all other rules, policies and procedures, including but not limited to the Payment Card Industry Data Security Standard, the VISA Cardholder Information Security Program, the Mastercard Site Data Protection Program, and any other program or requirement that may be published and/or mandated by the Associations or payment networks (collectively, "Operating Regulations"). Such Operating Regulations are incorporated by reference, and will control with respect to any conflict in terms between this Merchant Agreement and such Operating Regulation. Sub-merchant acknowledges and agrees that it is not a third-party beneficiary of any Operating Regulation, however, an Association may be a third-party beneficiary of this Agreement, and that certain Operating Regulations govern the relationships between various parties such as the Associations, Processor, Member Bank, and/or other entities (e.g., partners, etc.), and that any failure by Processor to abide by such Operating Regulation does not provide the basis for a breach of the Agreement claim by Merchant or any other third party. Some Associations make excerpts of their Operating Regulations available online, including via: https://www.mastercard.ca/en-ca/business/overview/get-support/rules.html; https://www.visa.ca/en_CA/support/consumer/visa-rules.html; https://www.americanexpress.com/ca/en/merchant/merchant-regulations.html. Sub-merchant also agrees to comply with all applicable provincial, federal, and local laws, rules, and regulations (“Laws”). Sub-merchant hereby authorizes Acquirer to conduct background checks on Sub-merchant, including but not limited to credit checks and banking and financial history investigations, and share any information required by an Association. Without limiting the foregoing, Sub-merchant agrees that it will fully comply with any and all anti-money laundering laws and regulations, including but not limited to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, and provide all necessary documentation to Acquirer promptly upon request. For purposes of this section, Agents include, but are not limited to, Sub-merchant's software providers and/or equipment providers.

    If appropriately indicated in the Sub-merchants agreement with Provider (the Wave Payments Terms of Service), Sub-merchant may be a limited-acceptance merchant, which means that Sub-merchant has elected to accept only certain Visa and Mastercard card types (i.e., consumer credit, consumer debit, and commercial cards) and must display appropriate signage to indicate the same. Acquirer has no obligation other than those expressly provided under the Operating Regulations and applicable law as they may relate to limited acceptance. Sub-merchant, and not Acquirer, will be solely responsible for the implementation of its decision for limited acceptance, including but not limited to policing the card type(s) accepted at the point of sale.

    Sub-merchant shall only complete sales transactions produced as the direct result of bona fide sales made by Sub-merchant to cardholders and is expressly prohibited from presenting sales transactions which are produced as a result of sales made by any person or entity other than Sub-merchant, or for any purposes related to any fraudulent, unauthorized, illegal or prohibited activity, including but not limited to money-laundering or financing of terrorist activities. All fees associated with each Associations’ transactions must be separate and distinguishable from fees associated with other Card transactions.

    Sub-merchant may set a minimum transaction amount to accept a card that provides access to a credit account, under the following conditions: (i) the minimum transaction amount does not differentiate between card issuers; (ii) the minimum transaction amount does not differentiate between Mastercard, Visa, or any other acceptance brand; and (iii) the minimum transaction amount does not exceed ten dollars (or any higher amount established by law). Sub-merchant may set a maximum transaction amount to accept a card that provides access to a credit account, under the following conditions: Sub-merchant is a (i) department, agency or instrumentality of the Canadian government; (ii) corporation owned or controlled by the Canadian government; or (iii) Sub-merchant whose primary business is reflected by one of the following MCCs: 8220, 8244, 8249 - Schools, Trade or Vocational; and the maximum transaction amount does not differentiate between Mastercard, Visa, or any other acceptance brand.
  2. Sub-merchant Prohibitions. Sub-merchant must not (i) require a cardholder to complete a postcard or similar device that includes the cardholder's account number, card expiration date, signature, or any other card account data, including CVV2, in plain view when mailed, (ii) add any tax or surcharge to transactions, except in compliance with Operating Regulations and applicable law, (iii) request or use an account number for any purpose other than as payment for its goods or services from Sub-merchant, (iv) disburse funds in the form of traveller's cheques if the sole purpose is to allow the cardholder to make a cash purchase of goods or services from Sub-merchant, (v) disburse funds in the form of cash unless Sub-merchant is dispensing funds in the form of traveller's cheques, TravelMoney cards, or foreign currency (in such case, the transaction amount is limited to the value of the traveller's cheques, TravelMoney cards, or foreign currency, plus any commission or fee charged by the Sub-merchant), or Sub-merchant is participating in a cash back service, (vi) submit any transaction receipt for a transaction that was previously charged back to the Acquirer and subsequently returned to Sub-merchant, irrespective of cardholder approval, (vii) accept a Visa consumer credit card or commercial Visa product to collect or refinance an existing debt, (viii) accept a card to collect or refinance an existing debt that has been deemed uncollectable, or (ix) submit a transaction that represents collection of a dishonoured cheque. Sub-merchant further agrees that, under no circumstance, will Sub-merchant store cardholder data in violation of the Laws or the Operating Regulations including but not limited to the storage of track-2 data. Neither Sub-merchant nor its Agent shall retain or store magnetic-stripe data subsequent to the authorization of a sales transaction.
  3. Settlement. Upon receipt of Sub-merchant's sales data for card transactions, Acquirer will process Sub-merchant's sales data to facilitate the funds transfer between the various Associations and Sub-merchant. After Acquirer receives credit for such sales data, subject to the terms set forth herein, Acquirer or an affiliate of Acquirer will fund Sub-merchant, either directly to Sub-merchant-Owned Designated Account or through Provider to an account designated by Provider (“Provider Designated Account”), at Acquirer’s discretion, for such card transactions. Sub-merchant agrees that the deposit of funds to the Provider Designated Account will discharge Acquirer or an affiliate of Acquirer of its settlement obligation to Sub-merchant, and that any dispute regarding the receipt or amount of settlement shall be between Provider and Sub-merchant. Acquirer or affiliate of Acquirer will debit the Provider Designated Account for funds owed to Acquirer as a result of the Services provided hereunder, provided that Acquirer or affiliate of Acquirer may also debit the Sub-merchant's designated demand deposit account (“Sub-merchant-Owned Designated Account”) upon receipt of such account information from Sub-merchant or Provider, or if Acquirer or affiliate of Acquirer deposits settlement funds into the Sub-merchant-Owned Designated Account. Further, if a cardholder disputes a transaction, if a transaction is charged back for any reason, or if Acquirer or affiliate of Acquirer reasonably believes a transaction is unauthorized or otherwise unacceptable, the amount of such transaction may be charged back and debited from Sub-merchant or Provider.
  4. Term and Termination. This Merchant Agreement shall be binding upon Sub-merchant upon Sub-merchant's acceptance of the Wave Payments Terms of Service (by "click through" agreement or otherwise). The term of this Merchant Agreement shall begin, and the terms of the Merchant Agreement shall be deemed accepted and binding upon Acquirer, on the date Acquirer accepts this Merchant Agreement by issuing a merchant identification number and shall be coterminous with the Wave Payments Terms of Service with Sub-merchant.

    Notwithstanding the foregoing, Acquirer may immediately cease providing Services and/or terminate this Merchant Agreement without notice if (i) Sub-merchant or Provider fails to pay any amount to Acquirer when due, (ii) in Acquirer's opinion, provision of a service to Sub-merchant or Provider may be a violation of the Operating Regulations or any Laws, (iii) Acquirer believes that Sub-merchant has violated or is likely to violate the Operating Regulations or the Laws, (iv) Acquirer determines Sub-merchant poses a financial or regulatory risk to Acquirer or an Association, (v) Acquirer's agreement with Provider terminates, (vi) any Association de-registers Provider, (vii) Acquirer ceases to be a member of the Associations or fails to have the required licenses, or (viii) Acquirer is required to do so by Member Bank or any of the Associations.
  5. Limits of Liability. Sub-merchant agrees to provide Acquirer, via a communication with Provider, with written notice of any alleged breach by Acquirer of this Merchant Agreement, which notice will specifically detail such alleged breach, within thirty (30) days of the date on which the alleged breach first occurred. Failure to so provide notice shall be deemed an acceptance by Sub-merchant and a waiver of any and all rights to dispute such breach. EXCEPT FOR THOSE EXPRESS WARRANTIES MADE IN THIS MERCHANT AGREEMENT, ACQUIRER DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Sub-merchant's sole and exclusive remedy for any and all claims against Acquirer arising out of or in any way related to the transactions contemplated herein shall be termination of this Merchant Agreement. In the event that Sub-merchant has any claim arising in connection with the Services, rights, or obligations defined in this Merchant Agreement, Sub-merchant shall proceed against Provider and not against Acquirer, unless otherwise specifically set forth in the Operating Regulations. In no event shall Acquirer have any liability to Sub-merchant with respect to this Merchant Agreement or the Services. Sub-merchant acknowledges that Acquirer is only providing this Merchant Agreement to assist in Provider’s processing relationship with Sub-merchant, that Acquirer is not liable for any action or failure to act by Provider, and that Acquirer shall have no liability whatsoever in connection with any products or services provided to Sub-merchant by Provider. If Provider is unable to provide its services to Sub-merchant in connection with this Merchant Agreement and Acquirer elects to provide those services, directly, Sub-merchant acknowledges and agrees that the provisions of this Merchant Agreement will no longer apply and the terms of Acquirer's then current Bank Card Merchant Agreement, which would be provided to Sub-merchant, will govern Acquirer's relationship with Sub-merchant. If Provider subsequently provides its services to Sub-merchant in connection with this Merchant Agreement, Acquirer will cease to provide such services after receipt of notice from Provider and this Merchant Agreement will govern Acquirer's relationship with Sub-merchant.
  6. Miscellaneous. This Merchant Agreement is entered into, governed by, and construed pursuant to the laws of the Province of British Columbia without regard to conflicts of law provisions. This Merchant Agreement may not be assigned by Sub-merchant without the prior written consent of Acquirer. This Merchant Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees and assignees. This Merchant Agreement is for the benefit of, and may be enforced only by, Acquirer and Sub-merchant and is not for the benefit of, and may not be enforced by, any other party. Sub-merchant shall not disclose any Acquirer confidential information to any person or entity (other than to those employees or agents of Sub-merchant who participate directly in the performance of this Merchant Agreement and need access to such information, or, only to the extent strictly necessary, in response to a valid subpoena, court order, or Association requirement). Acquirer may amend this Merchant Agreement upon notice to Sub-merchant in accordance with Acquirer's standard operating procedure. An Association may audit or direct the audit of Sub-merchant at any time, and nothing herein shall limit an Association from limiting or terminating an agreement with Sub-merchant. If any provision of this Merchant Agreement is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and this Merchant Agreement will be construed as if such provision is not contained in the Merchant Agreement. "Member Bank" as used in this Merchant Agreement means a member of VISA, and/or Mastercard, as applicable, that provides sponsorship services in connection with this Merchant Agreement. As of the commencement of this Merchant Agreement, Member Bank shall be Peoples Trust Company, located at 888 Dunsmuir Street, Vancouver, BC V6C 3K4. Member Bank is a party to this Merchant Agreement. The Member Bank may be changed, and its rights and obligations assigned to another similarly situated bank by Acquirer at any time without notice to Sub-merchant.

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