Terms and Conditions

Valid from July 1st, 2025

These Terms and Conditions (hereinafter referred to as the “Terms”) and the documents referenced herein form a legally binding agreement between you (hereinafter referred to as “You” or the “Client”) and FOTIFY PAY INC (hereinafter referred to as “We,” “Us,” or ” FOTIFY PAY “) regarding the use of the payment services provided by us. References to the “Parties” refer to both You and FOTIFY PAY.

For your own benefit and protection, please read these Terms and the referenced documents carefully before accepting them. If there is any provision you do not understand, we encourage you to seek clarification before proceeding.

FOTIFY PAY guarantees that these Terms comply with the conduct of business outlined in the Unfair Terms in Consumer Contracts Regulations 1999 (UTCCRs) and the Consumer Rights Act 2015 (UK), relevant EU consumer protection directives, as well as Canadian consumer protection legislation, including the federal Consumer Protection Act (where applicable) and PIPEDA for privacy.

FOTIFY PAY is a company incorporated in Canada with  License number: M23631101. Our registered office address is 329 Howe St PMB 2118, Vancouver, BC, Canada V6C 3N2. FOTIFY PAY INC  is registered as a Money Services Business (“MSB”) with the Financial Transactions and Reports Analysis Centre (“FINTRAC”). You can contact us at our registered office address: 329 Howe St PMB 2118, Vancouver, BC, Canada V6C 3N2, or also by email at: [email protected]

1. Definitions and Meanings

Application – A form available on the FOTIFY PAY website for registration in the system and account opening, which must be completed by the Client or their representative.

Business day – Any calendar day other than a Saturday, Sunday, or a public or bank holiday in Canada, on which payment infrastructures and banks are open for business in Canada, or any other holiday previously announced by FOTIFY PAY.

Client – A private individual or legal entity who want to use FOTIFY PAY services and have completed all relevant account opening steps for this purpose as described in these Terms.

Client account – A current account in the FOTIFY PAY system that the Client opens and maintains.

Client’s identification – A set of Know Your Customer (KYC) and Due Diligence (DD) measures applied by FOTIFY PAY to prevent money laundering and terrorism financing, in compliance with mandatory binding requirements of applicable Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF) legal acts and regulations.

Client’s representative – A person duly authorized by the Client to represent them in dealings with FOTIFY PAY and execute Transactions in the name and for the benefit of the Client, acting under a power of attorney or another legal basis.

Compliance

– (a) Adherence to the applicable rules, regulations, and policies of FOTIFY PAY; (b) Adherence to FOTIFY PAY access security, data privacy and information security and confidentiality requirements; (c) Adherence to the relevant rules and regulations as may be required from time to time by any laws and relevant country’s financial and capital market institutions or any other regulations and directives applicable.

Customer service – FOTIFY PAY’s customer service, which the Client can contact by sending a message to the email indicated on the website in the “Contact Us” section

Identity authentication data – This includes, but is not limited to, login names, passwords, one-time passwords (OTP), sensitive authentication data, and any personalized security features of the Client account used to verify Client identity and authorize transactions as agreed between Client and FOTIFY PAY.

FINTRAC – Refers to the Financial Transactions and Reports Analysis Centre of Canada. Further information about FINTRAC can be obtained from their website at https://fintrac-canafe.canada.ca/intro-eng.

Fees Schedule – Charges payable by the Client to FOTIFY PAY for using FOTIFY PAY services, as provided to the client via the email.

Cookies policy – The general conditions regarding the use of cookies on the Website. These conditions are available on the Website.

Order – An instruction given by the Client to FOTIFY PAY via email to carry out a Transaction. An Order may not be withdrawn by the Client once it is deemed irrevocable, as indicated in these Terms.

Payer – A private individual or legal entity that executes a payment for the benefit of the Client or FOTIFY PAY’s Client who submits an Order.

Payee – A private or legal person specified in the payment order as a recipient of the transaction’s funds.

Payment instrument – An electronic tool that enables the Client to access funds held in their Client account through electronic devices and/or electronic communication channels. It is used to transfer money, make payments, or settle financial transactions. A Payment Instrument may include, but is not limited to, electronic funds transfers, virtual currencies, or credit/debit cards.

Party – Refers to either the Client or FOTIFY PAY. Together, they are referred to as the “Parties.”

Payment transaction – A transaction of an electronic funds transfer on Client account initiated by the Client, wherein funds are transferred to the payee’s account.

Personal data – Any information that relates to an identified or identifiable living individual, including different pieces of information which, when collected together, can lead to the identification of a specific person. The principles for processing Personal data are defined in the FOTIFY PAY Privacy Policy.

Privacy policy – FOTIFY PAY’s internal policy governing the processing of personal data, available on the Website and subject to amendments from time to time. The Privacy Policy is based on the Personal Information Protection and Electronic Documents Act, SC 2000 c 5 (PIPEDA) (available at: https://laws-lois.justice.gc.ca/ENG/ACTS/P-8.6/index.html) and follows best practices regarding Personal data protection.

FOTIFY PAY complies with applicable data protection laws, including the General Data Protection Regulation (GDPR) (EU) 2016/679, the UK Data Protection Act 2018, and the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA). These laws govern how we collect, use, store, and share your personal data. Clients have the right to access, correct, delete, or restrict the processing of their personal data, as permitted by applicable law. Under GDPR, Clients also have the right to data portability and the right to object to the processing of their personal data, in addition to the rights of access, correction, and deletion already described.

Cross-Border Data Transfers: FOTIFY PAY may transfer personal data outside of Canada, the UK, or the EU, including to jurisdictions that may not provide the same level of data protection. In such cases, we implement safeguards such as Standard Contractual Clauses (SCCs) or equivalent legal mechanisms to ensure that personal data remains protected.

Services – The services provided by the FOTIFY PAY, including authorized activities such as the exchange or transfer of electronic funds, virtual currency, and other related services.

Service Providers – A third party that performs any service or application, either directly or indirectly, in support of  FOTIFY PAY’s activities related to the provision of its Services, including, but not limited to, correspondent banking providers.

Strong customer authentication (SCA) – A verification method based on guidelines established by Canadian Centre of Cyber Security (https://www.cyber.gc.ca/en/guidance/use-strong-user-authentication). SCA involves the use of two or more independent elements, ensuring that a breach of one element does not compromise the reliability of the others. It is designed to protect the confidentiality of authentication data. The rules for Strong Customer Authentication are aligned with the Second Payment Services Directive (PSD2) implemented across EU member states (Directive (EU) 2015/2366).

Terms – The Terms and Conditions, published on the Website, which may be amended from time to time.

Transaction – An agreement or action involving the movement of assets or funds initiated by the Client. It involves the exchange or transfer of monetary value, which can occur through various payment instruments, such as electronic funds transfers, virtual currencies, or credit/debit cards.

Website – The FOTIFY PAY website, available at https://fotifypay.com/.

Working Hours – The hours from 6:00 AM to 4:00 PM GMT on each business day, during which FOTIFY PAY provides services to Clients, handles Orders, and executes Payment Transactions

Withdrawal – The removal of funds from the Client account, which can occur over a period of time in fixed or variable amounts within the established limit, and is executed as a funds transfer only.

2. Subject and Scope of the Terms and Conditions

2.1. The primary purpose of these Terms is to outline the Client’s access to FOTIFY PAY Services, which include the ability to send and receive electronic funds transfers, execute currency exchange and virtual currency operations, as well as access other related services. These Terms also stipulate the conditions under which a Client account is opened, maintained, and closed.

2.2. The agreement between FOTIFY PAY and the Client is established once the Client submits the Application form (Individual or Corporate) available on our Website for the opening of a Client account.

2.3. These Terms serve as a legally binding agreement governing the Client’s use of  FOTIFY PAY Services. By utilizing FOTIFY PAY Services, the Client acknowledges and accepts the Terms. The Client must review all updates to these Terms published on the Website before signing up for or continuing to use FOTIFY PAY Services. All future amendments and updates are incorporated by reference and will take effect on the date specified by FOTIFY PAY.

2.4. These Terms regulate the processes for opening, using, and closing a Client account, in addition to all other payment services and functionalities provided by FOTIFY PAY as described herein.

2.5. Together with any agreements, the Privacy Policy, Cookies Policy, and any other conditions and documents (including but not limited to Amendments, Agreements, Policies, Procedures, etc.), as well as information provided on the websites, these Terms constitute the entire legal relationship between the Client and FOTIFY PAY

2.6. The Client is advised to read the Terms carefully. If there is any part of the Terms that the Client does not understand or would like to clarify, the Client should contact FOTIFY PAY.

2.7. The Client is encouraged to print or download and retain a copy of these Terms for future reference. The Client can always view the current version of the Terms on the Website.

2.8. These Terms are provided to you in English and concluded in English. All future communication with you will also be conducted in English.

3. Client Account

3.1. The Client account is a current account that enables the Client to hold stored value (referred to as “funds,” “money,” or “virtual currency”), and to send and receive Payment transactions. The Client can check the balance and view transaction history via email.

3.2. The funds held in the Client account(s) do not constitute a deposit, and FOTIFY PAY will not, under any circumstances, provide any benefits related to the storage of funds in the account(s) or pay the Client any interest on the account(s) balance.

3.3. Funds held in the Client account(s) may be accepted, held, and transferred in any currency supported by FOTIFY PAY

3.4. Subject to Section 5, the money held in the Client account(s) does not expire

3.5. The Client has the right to withdraw funds from the Client account(s) at any time. However, the Client may be required to confirm their identity and provide any necessary supporting documentation beforehand. There is no minimum withdrawal amount, but the funds in the Client account must be sufficient to cover any applicable withdrawal fees

3.6. The Client account(s) may be subject to limits set by FOTIFY PAY based on the Client’s assessed AML (Anti-Money Laundering) risk, as determined by FOTIFY PAY’s AML team and subject to applicable legal requirements. These limits may be revised by FOTIFY PAY from time to time.

3.7. The Client account(s) is opened for an indefinite period

3.8. The Client account is issued by FOTIFY PAY and is not a bank account. FOTIFY PAY is not a credit institution. The Client account is not associated with a credit institution account, and FOTIFY PAY does not act as a trustee, fiduciary, or escrow holder regarding the balance. While FOTIFY PAY’s Services are regulated by FINTRAC and Central Bank of Canada, by accepting these Terms, the Client acknowledges that the Client account and the funds stored in it are not covered by the Canadian Deposit Insurance Corporation (CDIC) scheme. No other compensation scheme exists to cover losses related to the Client account. Although the Client account is not covered by CDIC, FOTIFY PAY is legally required to keep Client funds in segregated accounts, safeguarded in accordance with applicable legislation until they are spent, withdrawn, or reimbursed to the Client. In the event of insolvency of FOTIFY PAY, the Client’s funds in the Client account will be protected against claims from FOTIFY PAY’s creditors, as they are held in segregated accounts with an authorized financial institution. Similarly, Client accounts are not protected under the UK Financial Services Compensation Scheme (FSCS) or under any deposit guarantee scheme in the European Union. FOTIFY PAY maintains segregated accounts in accordance with applicable safeguarding requirements to ensure that Client funds are protected, but these funds do not benefit from statutory deposit protection schemes.

3.9. The funds in the Client account(s) belong to the natural person or legal entity registered as the Client account holder (the Client). No other person has any rights to the funds held in the Client account(s), except in cases of legal succession. The Client may not assign or transfer the Client account to a third party or grant any third party a legal or equitable interest in it.

3.10. There are two types of Client accounts: Individual Client account and Corporate Client account.

3.10.1. Both types require the Client to provide personal identification information, including name, surname, date of birth, country of residence, citizenship, cell phone number, email address, a high-quality audiovisual recording (with proper lighting) for identification purposes, a high-quality photo (or scanned copy) of a valid ID document or passport (which is valid for crossing the Client’s country of residence borders), and a scanned copy of a proof of address dated within the last 3 months.

3.10.2. The corporate Client account requires the submission of an Application form, along with other documents and information as set by FOTIFY PAY.

3.11. If the potential Client fails to provide valid proof of identity and/or proof of address, FOTIFY PAY will not process the application further.

3.12. During the document verification process, FOTIFY PAY ensures that:

3.12.1. The document is valid;

3.12.2. There are no obvious signs of forgery (e.g., smears, damage to the document);

3.12.3. The quality of the documentation (regarding content, clarity, and accuracy) complies with legal standards. FOTIFY PAY will not process the application further if the documents do not include all required pages.

3.13. The Client confirms that:

3.13.1. The document includes all necessary pages, grading scales, legends, and translations.

3.13.2. The file is complete, all scanned images are correctly oriented (portrait or landscape), and all content is readable before submission to FOTIFY PAY. The Client should ensure that all four corners of the document are visible.

3.14. If the proof of identity and/or proof of address cannot be accepted for any reason (e.g., the ID photo does not appear genuine), FOTIFY PAY reserves the right to deny the application.

3.15. FOTIFY PAY reserves the right not to report to authorities at this stage of establishing a relationship with a potential Client. FOTIFY PAY is unable to determine if the Client’s hesitation to meet the required standards stems from legal non-compliance or a refusal to collaborate with FOTIFY PAY.

4. Applying for Client Account and Opening Client Account

4.1. In order to use FOTIFY PAY Services, the Client must first open a Client account by registering their details via the online Application form on the Website and submitting an Application form (Individual or Corporate) for account services. As part of the account opening process, the Client must accept the Terms, and FOTIFY PAY may require the payment of an account opening fee in advance via Payment Transfer. The Client must not be in breach of any of the Terms. FOTIFY PAY reserves the right to refuse services to residents of countries listed on the FATF blacklist, OFAC Sanctions List, or other countries listed in various sanction lists or in recommendations from regulatory authorities.

4.2. If the Client is a private individual, they must be at least 18 years old to use FOTIFY PAY services. By opening a Client account, the Client declares that they are 18 years of age or older.

4.3. To become a Client, the Client must apply for a Client account by providing all necessary information during the registration process on the Website. All information provided during the signup process or at any time thereafter must be accurate and truthful. The Client is prohibited from providing false, inaccurate, incomplete, or misleading information.

4.4. FOTIFY PAY is required by applicable laws to carry out all necessary security, verification, Client’s identification, and activity checks to provide any services to the Client. FOTIFY PAY has the right to request these checks at any time at its own discretion, and the Client agrees to comply with such procedures.

4.5. FOTIFY PAY adapts the necessary verification procedures for each Client, which may require the Client to provide additional information. The Client agrees to provide any requested information at their own expense, in a language and format acceptable to FOTIFY PAY. All information provided must always be accurate, complete, and truthful.

4.6. FOTIFY PAY may request the Client at any time to confirm the accuracy of their information or provide additional supporting documents (including, but not limited to, identity, source of funds, activities, and purposes of executed transactions). The list of required documents will be communicated to the Client by FOTIFY PAY, depending on the nature of the Client’s business activity, location, and any other legal requirements.

4.7. The Client agrees that FOTIFY PAY may make any necessary inquiries to validate and verify the information provided (including personal data) directly or through third parties. The Client consents to FOTIFY PAY applying reasonable discretion in using and sharing relevant personal data for identity and verification checks. Records of such inquiries may be left on the Client’s file with third parties and also held by FOTIFY PAY. FOTIFY PAY may also require the Client’s authorization to request and receive such information or documents from other institutions or payment service providers.

4.8. Upon successful verification and approval, the Client will gain access to their account.

4.9. The Client may only open a Client account if it is legal to do so in their country of residence. By opening a Client account, the Client represents and warrants to FOTIFY PAY that doing so does not violate any laws or regulations applicable to the Client. The Client agrees to indemnify FOTIFY PAY against any losses incurred as a result of the Client’s breach of this section.

4.10. The Client may not be able to use their Client account or access services until they have passed all FOTIFY PAY Client’s identification, security validation, and verification checks, and provided the information required in accordance with AML/CFT regulations.

4.11. For additional account opening requests, the Client must contact Customer Service. FOTIFY PAY reserves the right to refuse the opening of additional accounts.

4.12. The Client may only add Payment instruments to the Client account if they are the legal holder of that Payment instrument. FOTIFY PAY treats any violation of this requirement seriously and will consider any attempt to add a Payment instrument that the Client does not legally hold as a fraudulent act.

5. Maintaining Client Account

5.1. The Client account(s) is opened for an indefinite period. FOTIFY PAY will continue providing Services until these Terms are terminated or Services are suspended for any reason outlined in these Terms.

5.2. The Client confirms that the information provided in the Client account and Application form is always accurate and up to date. FOTIFY PAY shall not be liable for any loss arising from the Client’s failure to update information. FOTIFY PAY may request the Client at any time to confirm the accuracy of the information or provide supporting documents or other evidence.

5.3. The Client must update their personal information (including changes in name, company name, representative, beneficial owner, residence or business address, nature of business, place of tax residence or taxpayer number, email, phone number, other contact data, or information regarding persons authorized to manage funds in the Client account(s), or the initiation of bankruptcy proceedings) immediately, and no later than seven (7) business days from the date of the change. The Client must also submit appropriate documentation to FOTIFY PAY as proof of the change.

5.4. FOTIFY PAY reserves the right to block the Client account(s) at any time if any of the provided documents are outdated, unreadable, appear inauthentic, or are incomplete (e.g., missing necessary pages, grading scales, legends, or translations). If FOTIFY PAY sends an informative email to the Client requesting updated documents or corrections, the Client has seven (7) business days to address the deficiencies.

5.5. In the event that the Client account(s) is blocked, FOTIFY PAY will unblock the account within two (2) business days after receiving the required documents, provided they meet the necessary criteria.

5.6. FOTIFY PAY may contact the Client via email or through other means described in Section 17 with information or notices regarding the Client account(s). It is the Client’s responsibility to regularly check the functioning of their registered email address or other communication methods linked to the Client account and to promptly retrieve and read any messages. FOTIFY PAY shall not be liable for any loss arising from the Client’s failure to do so.

5.7. Payment transactions are displayed in the Client’s account statement, along with any fees charged. Each transaction is assigned a unique transaction ID, which is shown in the transaction history. The Client should refer to this transaction ID when communicating with FOTIFY PAY about a specific transaction. The Client is encouraged to regularly check their account balance and transaction history, and report any irregularities or seek clarification by contacting Customer Service as soon as possible.

5.8. Subject to the provisions of Section 8 below, in order to claim a refund for an unauthorized or incorrectly executed payment transaction on the Client account, the Client must notify FOTIFY PAY without undue delay after becoming aware of the unauthorized or incorrect transaction. In any event, such notification must be made no later than three (3) months after the debit date of the Transaction.

5.9. The Client must maintain a minimum balance in the Client account(s). If the Client account(s) has a negative balance, including as a result of the reversal of a Transaction, deduction of fees, or any other action carried out by the Client or a third party, that negative amount represents a debt owed by the Client to FOTIFY PAY. The Client must immediately replenish the Client account(s).

6. Keeping Client Account Safe

6.2. A Client’s authorized representative with appropriate powers may be allowed to operate the account on the Client’s behalf as a user and enter into transactions in the Client’s name using the funds held in the Client account(s). The user’s authority to represent the Client must be confirmed by relevant documents, including but not limited to, articles of association, resolutions of competent corporate bodies, powers of attorney, or other documents

7. Prohibited Activities

7.1. FOTIFY PAY has identified specific activities that are restricted or prohibited in connection with the use of its Services. These restrictions align with these Terms, applicable laws, regulations, directives, and any guidelines issued by FOTIFY PAY or relevant jurisdictions. The Client acknowledges that engaging in any of the following activities may impact the quality of FOTIFY PAY’s Services and result in restricted access for themselves or other Clients:

(a) Opening an account under a fictitious name, in another person’s name without authorization, or using anonymous contact information.

(b) Using the account for activities that violate applicable laws, including money laundering, terrorist financing, fraud, or the purchase/sale of illegal goods.

(с) Using the Services to benefit activities that FOTIFY PAY has identified as restricted or are related to sanctioned entities.

(d) Violating any applicable law, regulation, directive, statute, or contract, including but not limited to AML (Anti-Money Laundering) laws, consumer protection laws, and personal data regulations, including refusal to provide identity verification.

(e) Acting in an offensive, harassing, or demeaning manner toward other clients, FOTIFY PAY, its partners, or third parties.

(f) Using the Services in a manner that violates banking/payment service provider standards, contradicts public order, or breaches moral principles.

(g) Providing false, incorrect, or misleading information.

(h) Engaging in transactions involving unauthorized or fraudulent funds.

(i) Failing to cooperate with FOTIFY PAY’s requests for additional information to verify the nature of the Client’s business or transactions.

(j) Refusing to confirm the Client’s identity or submit information reasonably requested by FOTIFY PAY for compliance purposes.

(k) Using tools or mechanisms to conceal the Client’s identity and location (e.g., proxies, anonymizing techniques).

(l) Operating multiple accounts with close links, such as shared control, funding sources, or beneficial ownership.

(m) Engaging in activities that present an increased risk of fraud or credit exposure to FOTIFY PAY, as determined by the FOTIFY PAY.

(o) Engaging in activities that may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties, or adverse legal consequences for FOTIFY PAY, other Clients, or third parties.

(p) Disclosing personal and identity authentication data to third parties or allowing unauthorized use of the account.

(q) Tampering with, hacking, modifying, or interfering with FOTIFY PAY’s Services, or attempting to do so.

(r) Infringing on FOTIFY PAY’s or third-party trademarks, copyrights, or intellectual property rights.

(s) Maintaining a negative balance in the Client account(s).

(t) Using the Services in ways that deviate from these Terms.

7.2. The Client may not use FOTIFY PAY Services if they reside in any country listed on the FATF blacklist, the OFAC Sanctions List, or other countries mentioned in various sanction lists or in recommendations from regulatory authorities against cooperation. This list is not exhaustive, and FOTIFY PAY reserves the right, at its sole discretion, to discontinue or restrict its services in other countries at any time without prior notice. FOTIFY PAY also reserves the right to suspend or terminate the Client’s account at any time if it reasonably believes it is required to do so by law or to comply with recommendations issued by a relevant government authority or recognized body for the prevention of financial crime.

7.3. The use of the Client’s account for any illegal purposes, including but not limited to fraud and money laundering, is strictly prohibited. FOTIFY PAY will report any suspicious activity to the relevant law enforcement agencies.

7.4. If the Client conducts or attempts to conduct any transaction in violation of the prohibitions outlined in Section 7, FOTIFY PAY reserves the right to: reverse the transaction; and/or close or suspend the Client’s account; and/or report the Transaction to the relevant law enforcement agency or regulatory body; and/or claim damages from the Client. Additionally, FOTIFY PAY may charge the Client a fee according to the applicable fees if any of the above actions are taken.

7.5. It is the Client’s responsibility, not FOTIFY PAY’s, to ensure that they only send or receive transactions from persons or entities for the sale or supply of goods and services that the Client is legally permitted to provide or receive in compliance with applicable laws and regulations. The mere fact that a person or entity accepts Transactions through the Client’s account(s) is not an indication of the legality of their goods or services. If the Client is uncertain about the legality of a supply or purchase, they should not proceed with the transaction. Additionally, it is the Client’s responsibility, not FOTIFY PAY’s, to ensure that bank account details are entered correctly to avoid transaction errors and any associated charges.

8. Submission and Execution of Payments

8.1. Submission of a Payment Order

8.1.1. To initiate a payment, the Client must send an email to FOTIFY PAY with a filled and signed payment order form attached.

8.1.2. The Client must verify that the information provided in the payment order is correct before submitting it. Any errors, such as an incorrect IBAN/account number or other inaccurate information, could result in the payment not being executed, executed incorrectly, or returned to FOTIFY PAY. FOTIFY PAY is not obliged to verify that the payee’s IBAN account matches the name or entity specified in the Client’s payment order.

8.1.3. The payment order must comply with applicable Terms and legislative requirements. If the Client’s account is seized, frozen, or subject to other limitations, FOTIFY PAY will not accept or execute the payment order.

8.1.4. Submission of a payment order by the Client constitutes full authorization for FOTIFY PAY to transfer the funds as instructed, provided that all data is correct. A submitted and confirmed payment order cannot be withdrawn.

8.1.5. If FOTIFY PAY fails to execute a payment or executes it incorrectly after the Client has initiated it, FOTIFY PAY will, upon receiving the Client’s request, immediately trace the transaction free of charge and notify the Client of the outcome.

8.1.6. Once FOTIFY PAY receives the Client’s payment order, it cannot be revoked. If a payment order is received late, it will be treated as if it was received on the next business day.

8.1.7. The Client must ensure there are sufficient funds in their account before FOTIFY PAY can process the payment order.

8.2. Payment Limits

8.2.1. For AML (Anti-Money Laundering) and security reasons, FOTIFY PAY may impose limits on the amounts that can be transferred to or from a Client account(s) or impose special requirements based on its criteria. FOTIFY PAY is not obliged to disclose these criteria.

8.2.2. The Client has the right to request an increase or decrease in these limits by contacting FOTIFY PAY via the email using the messaging function. FOTIFY PAY will consider such requests based on each Client’s risk profile, and the decision to adjust limits could be permanent or temporary.

8.3. Execution of Payment Order

8.3.1. The time frame for executing a payment order submitted by the Client begins on the day the Client submits and confirms it. If FOTIFY PAY receives the Client’s payment order after 2 p.m. GMT on a business day, or on a non-business day, FOTIFY PAY will process it on the following business day.

8.3.2. All SEPA payments (within the UK and EEA member states) in EUR or GBP are typically executed within one (1) business day.

8.3.3. SWIFT payments are usually executed by the end of the fifth business day.

8.3.4. FOTIFY PAY will execute Client payment orders within these timeframes; however:

• Execution times may vary depending on the cut-off times of FOTIFY PAY’s Service Provider(s) and may be affected by any queries raised by FOTIFY PAY or the Service Provider(s) regarding the transactions;
• The recipient (payee) is legally required to carry out due diligence checks in accordance with applicable laws, which may increase the processing time for the payment order. Since FOTIFY PAY has no control over the time taken by the payee’s financial institution or payment provider to make the funds available, FOTIFY PAY cannot be held responsible for delays resulting from such checks;
• In case of technical malfunctions, errors, system unavailability, or data transmission delays, the execution of payments may be delayed. FOTIFY PAY will make all reasonable efforts to resolve technical issues and proceed with the payment execution as soon as possible. The Client acknowledges that in such cases, the payment order may not be executed as instructed, may not be executed at all, or may not be placed or modified.

 

8.3.5. If the Client is the payee (receiver of the payment), FOTIFY PAY will credit the funds to the Client’s account on the date they receive the payment.

8.3.6. If the incoming payment lacks one or more key identifiers, such as the payeeʼs or account details, or if such information is unclear or inconsistent, FOTIFY PAY will not credit the amount to the Client’s account and will request clarification from the payer. If satisfactory clarifications are not provided within 10 business days from the date of the first request, FOTIFY PAY will return the payment to the payer. A fee for returning and investigating the payment will be deducted from the amount to be repaid.

8.3.7. If an incoming transaction is deemed unacceptable or FOTIFY PAY cannot credit the incoming funds, FOTIFY PAY will return the transaction amount to the sender within two (2) business days if the transaction is considered unacceptable due to a breach of anti-money laundering (AML) regulations. The Client will be notified accordingly, and fees for returning the funds may apply.

8.3.8. The Client acknowledges that the funds received in the Client’s account may be subject to reversal if they do not rightfully belong to the Client. The Client agrees that FOTIFY PAY may deduct the amount from the Clientʼs account without prior instruction if:

• The funds were reversed by the sender or a relevant payment Services Provider;
• The funds were transferred by fraud, mistake, or other circumstances lacking a legal basis.

 

8.3.9. If the Clientʼs account balance is insufficient to cover a reversal, the Client must unconditionally compensate FOTIFY PAY for the difference upon request.

8.3.10. Before processing an incoming or outgoing transaction, FOTIFY PAY reserves the right to review all transactions, especially if they are deemed to carry a higher-than-average risk. Such reviews may occur if FOTIFY PAY reasonably suspects that the transaction involves restricted or prohibited activities. FOTIFY PAY may also limit the source of funds for an incoming transaction to manage potential risks and will inform the Client of any limitations before approving the transaction.

8.3.11. FOTIFY PAY may request that the Client provide documentation to verify the legal basis of the transaction (e.g., source of funds and purpose of the transaction) or additional information related to the Clientʼs activity. All required documentation must be prepared and submitted by the Client at their expense, in the form requested by FOTIFY PAY (including acceptable language, legalization, and, if necessary, apostille certification). FOTIFY PAY reserves the right to accept or reject any documents provided by the Client.

8.3.12. For compliance or due diligence purposes, FOTIFY PAY may require the Client to submit specific data in the form and manner requested, at the Clientʼs own expense.

8.3.13. FOTIFY PAYʼs requests may involve various identity and security validation and verification checks, including the use of third-party verification systems, and the Client agrees to such checks as part of the due diligence process.

8.3.14. FOTIFY PAY may refuse to execute incoming or outgoing transactions to protect the legitimate interests of both the Client and FOTIFY PAY if:

• The Client fails to provide the requested documents within the specified time frame, or the documents are false or illegitimate;
• There are reasonable doubts that the payment order was submitted by someone other than the Client or their authorized representative;
• FOTIFY PAY identifies any irregularities in the transaction. If FOTIFY PAY cannot complete the payment order, they will inform the Client of the reasons and any potential corrections, unless such notification would be unlawful or technically impossible;
• The transaction violates the Terms;
• There are technical malfunctions or extraordinary market conditions affecting FOTIFY PAY’s or other’s financial systems, or if the risk associated with executing the payment is deemed unacceptable.

 

8.3.15. Payment execution is subject to the applicable Fees Schedule, including any currency conversion margins, depending on the type of payment the Client makes and the type of account the Client holds.

8.4. Returned Payments

8.4.1. If a payment is returned to FOTIFY PAY due to reasons beyond its control, the amount will be credited back to the Client’s account within two business days. However, the fees paid for executing the payment will not be refunded.

8.4.2. If a payment is returned due to an error on the part of FOTIFY PAY, the Client will be refunded the payment amount and all associated fees without delay.

8.5. Unauthorised or Incorrectly Executed Payments

8.5.1. The Client must regularly check and verify information on incoming and outgoing payments performed on the Client’s account against the Client’s own records to identify any errors, discrepancies, unauthorised, or improperly executed payments.

8.5.2. If the Client does not recognise or authorise a payment or any transaction on their account, or if they discover any non-conformance, they must notify FOTIFY PAY of any unauthorised, incorrectly initiated, or executed payment transactions as soon as they become aware, but no later than 6 months after the debit date. Failure to notify FOTIFY PAY within this time frame will be considered acceptance by the Client of such a payment, and the Client will lose the right to request a refund of the unauthorised or incorrectly executed payment.

8.5.3. If FOTIFY PAY suspects fraud related to any unauthorised payment and is required to inform the regulatory authority, the Client agrees that FOTIFY PAY has the right to investigate the matter. FOTIFY PAY will assess the merits of the case and verify the relevant data. Based on the investigation’s results, FOTIFY PAY will either refund the payment amount or provide a justification for refusing the refund if the claim is found to be unsubstantiated

8.5.4. If the Client denies authorising a payment or claims that a payment was executed improperly, FOTIFY PAY is obligated to prove that the payment was authenticated, properly registered, and recorded in the accounts, and that it was not affected by any technical failures or other deficiencies.

8.5.5. If the Client provides incorrect details (such as a wrong unique identifier, account number, or IBAN) and FOTIFY PAY processes the payment based on these details, the payment will be considered correctly executed, even if the Client made an error. FOTIFY PAY is not liable for the non-execution or incorrect execution of such a payment. FOTIFY PAY may assist the Client in attempting to recover the funds but cannot guarantee the success of such efforts, as they depend on the policies and practices of other financial institutions or payment service providers. FOTIFY PAY will take necessary actions to track the payment and attempt to recover the funds. However, if recovery is unsuccessful, the Client should contact the payment recipient directly. If collection is not possible, FOTIFY PAY will provide the Client with available information to assist them in filing a legal claim to recover the funds upon the Client’s written request. FOTIFY PAY may charge additional fees for this assistance.

8.5.6. The Client may request an investigation by contacting FOTIFY PAY regarding any transaction on their account. FOTIFY PAY may charge a fee for this service as outlined in the Fees Schedule.

8.6. Payment Cancellation

8.6.1. The Client may cancel a payment order before confirming it, but once the payment has been initiated, it cannot be canceled.

8.6.2. If an incorrect payment order has been submitted, the Client may request FOTIFY PAY to cancel it, but this is only possible if the payment has not yet been processed and subject to FOTIFY PAY’s discretion. Fees may apply for such corrections.

9. Currency Conversion

9.1. FOTIFY PAY does not provide currency conversion services.

10. Blocking and Suspension of the Use of FOTIFY PAY Services

10.1. FOTIFY PAY, at its sole discretion, has the right to unilaterally and without prior notice apply one or more of the following measures to protect itself, third parties, and the Client from potential monetary sanctions, losses, and other negative consequences:

• Decline the Client’s Application for any of the Services;
• Suspend, reverse, or withhold any Transaction/payment;
• Fully or partially block, suspend, or prohibit the provision of Services to the Client;
• Restrict the Client’s access to the profile, account, and associated funds;
• Detain Client funds that are subject to dispute;
• Return frozen funds from the Client’s account to the original sender; or
• Terminate the Services.

 

10.2. FOTIFY PAY will apply these measures in exceptional cases, including, but not limited to, the following:

• A request is received from the Client;
• FOTIFY PAY has reasonable concerns about the security of the Client profile/Identity Authentication Data, OTP, or device due to unauthorized or suspicious use;
• There are concerns regarding the security of the Client account;
• FOTIFY PAY suspects fraud, money laundering, terrorism financing, violation of sanctions, or other criminal or illegal activity;
• FOTIFY PAY suspects that the Client’s funds have been obtained illegally or that the Transaction is unlawful or prohibited;
• FOTIFY PAY suspects the Client intends to use or is using the Services for restricted or prohibited activities;
• The Client provided false information when signing the Terms by completing the Application form, or during the business relationship;
• FOTIFY PAY has justified reasons to believe the Client is in breach of any applicable law or regulation;
• FOTIFY PAY is required or directed to take such actions by a competent court, government authority, applicable law, or regulation;
• The Client has been prosecuted and/or convicted of a financial or economic crime, fraud, or another crime involving abuse of trust;
• The Client or the Client’s activities fall under a risk group to which FOTIFY PAY does not provide Services;
• FOTIFY PAY is no longer able to provide the Service due to changes or termination of third-party Service Providers or changes in their policies;
• The Client fails to provide FOTIFY PAY with required information or documents in response to a legitimate request, or the information provided is false or misleading;
• The Client’s actions or omissions cause, or may cause, damage to FOTIFY PAY or third parties, including increased risk of the Client failing to fulfill liabilities;
• The Client uses FOTIFY PAY Services in a manner not permitted by these Terms, or there is a reasonable possibility of such violation;
• FOTIFY PAY has asked the Client to cover outstanding fees, and the Client has not done so within a reasonable time;
• The Client has not conducted any Transactions for more than one year;
• The Client has announced bankruptcy or initiated winding-up proceedings;
• FOTIFY PAY becomes aware of the Client’s death;
• The Client has caused, or FOTIFY PAY has reason to believe the Client may cause, direct or indirect damage to FOTIFY PAY;
• Other cases as stated in these Terms.

 

10.3. FOTIFY PAY will promptly notify the Client via the registered email about any intention to limit the Services and the reasons for such action. If prior notice is not possible, FOTIFY PAY will notify the Client immediately after the blocking, except in cases where such notification would jeopardize the safety of funds, weaken security measures, or is prohibited by law.

10.4. If FOTIFY PAY blocks the Client’s profile or Client account(s) at the Client’s request, FOTIFY PAY will cancel the block only after receiving a written request from the Client and completing necessary identification procedures.

10.5. The suspension of Services will continue until the reasons for the suspension no longer exist.

10.6. The suspension or restriction of Services does not exempt the Client from the obligation to fulfill any obligations to FOTIFY PAY that arose before the suspension or restriction of Services.

10.7. FOTIFY PAY is not liable for any losses incurred by the Client due to limitation measures if FOTIFY PAY’s actions have been performed in compliance with applicable legislation and the circumstances specified in these Terms.

10.8. If the Client account(s) has been inactive for the last six (6) months, it will be classified as Dormant. Dormant Client accounts will be charged fees according to the applicable Fees Schedule.

11. Termination of the Relationship and Client Account Closing

11.1. Termination by the Client

11.1.1. The validity of the relationship and Client account(s) is open-ended. The Client may terminate the relationship at any time by providing FOTIFY PAY with 10 (ten) business days’ notice, by contacting FOTIFY PAY via the email.

11.1.2. When the Client decides to discontinue using FOTIFY PAY Services and terminate the relationship, it is important to remember that the Client still has certain responsibilities:

• Before terminating the relationship and closing the Client account(s), the Client must pay any outstanding fees, including Transaction fees, Service fees, or any other fees specified in the Fees Schedule. If the balance in the Client’s account(s) is insufficient to cover these costs, the Client must transfer the remaining difference to the Client account.
• When terminating the relationship and closing the Client account(s), the Client must transfer any positive balance remaining in the Client account(s) to another credit/financial institution or payment service provider of the Client’s choice.
• The Client remains liable for any liabilities arising from the use of the Client account(s) while it was active, even after its closure.

 

11.1.3. The Client account(s) cannot be closed if it is under investigation for fraud, money laundering, terrorism financing, violation of sanctions, or other criminal or illegal activity. This ensures the protection of all parties involved. FOTIFY PAY may hold the balance in the Client Account during the period of investigation to safeguard itself and any third party against potential liabilities arising from the Client’s account(s) use or the cause of the investigation.

11.1.4. If the Client decides to terminate the relationship and close the Client account(s), the Client can request the account(s) statement(s) before closing the account(s). If the Client does not do this for any reason, FOTIFY PAY will consider it a decision by the Client not to receive such documentation.

11.2. Termination by FOTIFY PAY

11.2.1. FOTIFY PAY reserves the right to unilaterally terminate the relationship and close the Client account(s), with or without indicating a reason, by providing the Client with at least 1 (one) month’s notice, unless the termination is related to exceptional circumstances.

11.2.2. In the case of terminating the relationship and closing the Client account(s), FOTIFY PAY may deduct from the balance any fees, penalties payable to government entities or third parties, and any other documented costs incurred due to the Client’s fault. If the balance does not cover the amounts due, the Client must transfer the remaining difference to the account specified by FOTIFY PAY no later than 5 (five) business days.

11.2.3. Together with the termination notice or at any time thereafter, FOTIFY PAY may provide the Client with reasonable instructions on how to withdraw remaining funds, except for FOTIFY PAY fees and other obligatory payments unless FOTIFY PAY is prohibited from performing the transfer due to legal requirements.

11.2.4. Termination of the relationship and closure of the Client account(s) shall not relieve either party of its obligation to fulfill financial commitments or affect any legal rights or responsibilities that arose under these Terms before or at the time of termination.

11.3. If the Client account(s) holds a balance at the time of closure, FOTIFY PAY will request that the Client withdraw the funds within a reasonable period, during which the Client account(s) will be accessible for the purpose of withdrawing the remaining balance only. After the expiry of this period, the Client will no longer have access to the account(s). Client may contact Customer Service to request that the remaining funds be transferred exclusively to an account in their name, at a different financial institution, subject to FOTIFY PAY’s approval. The Client may do so for a period of three (3) years from the closure date of the Client account(s). FOTIFY PAY suggests that the Client withdraw the remaining funds as soon as possible, as they will not accrue interest while deposited in the Client account(s). The Clientʼs obligations regarding keeping the account safe, as outlined in Section 6, will continue to apply.

11.4. Terminating the relationship and closing the Client account(s) does not mean that FOTIFY PAY deletes the personal data it holds about the Client. FOTIFY PAY will continue to store such data, including the Client’s Transaction history, for a minimum of five (5) years, as required by law.

12. Fees

12.1. The FOTIFY PAY Fees Schedule outlines the fees that FOTIFY PAY charges for its services. This Fees Schedule forms an integral part of these Terms and is provided to the Client before establishing the relationship and opening the Client account. The Client acknowledges and understands that they must read and accept the fees before using the Services.

12.2. In the case of non-standard services not listed in the Fees Schedule, FOTIFY PAY may charge individual fees. However, these fees will be mutually agreed upon between the Client and FOTIFY PAY. FOTIFY PAY will always provide the Client with the necessary information about these fees for their confirmation.

12.3. The fee rate, minimum commission amount, and any other charges are subject to change at FOTIFY PAY’s sole discretion. FOTIFY PAY will notify the Client of any such changes, which will then become an integral part of these Terms. The Client has the right to terminate their relationship with FOTIFY PAY without penalty before these changes take effect.

12.4. The Client must maintain sufficient funds in their Client account for FOTIFY PAY to deduct any fees or amounts owed. FOTIFY PAY will debit any monthly fee once per month for the current fee period.

12.5. The Client is also responsible for paying any taxes or costs that apply to Transactions for which FOTIFY PAY is not responsible for collecting. In such cases, the Client must pay these taxes or costs without delay.

12.6. The Client cannot borrow funds from FOTIFY PAY. If the Client’s account balance becomes negative, they must top up their Client account to remedy this.

12.7. If the Client owes FOTIFY PAY service fees and does not top up their Client account, FOTIFY PAY may, without notice:

(a) Suspend the Client account(s);

(b) Deduct the funds from the Client account(s) once it has funds (this may occur in installments);

(c) Exercise a right of set-off;

(d) Take other legal steps to recover the money.

12.8. If FOTIFY PAY exercises any of the above rights, the Client may be required to pay the associated costs incurred by  FOTIFY PAY.

12.9. Fees payable by the Client will be deducted from the Client’s account balance, and the Client hereby authorizes FOTIFY PAY to do so. Transaction fees will be charged when the Transaction is executed. If the Client’s account balance is insufficient to cover the fees, FOTIFY PAY may refuse to execute the Transaction.

12.10. In the case that the Client does not have sufficient funds in the relevant Client account to cover the fees and does not immediately upload sufficient funds, FOTIFY PAY reserves the right to deduct the required amount from any of the Client’s accounts.

13. Complaints

13.1. Any complaints from the Client regarding FOTIFY PAY’s Services must be submitted to FOTIFY PAY in writing via email at: [email protected] The Client should clearly indicate the date the problem arose, the Transaction number(s) (if the complaint is about a specific Transaction), and all necessary details regarding the nature of the complaint.

13.2. Complaints will be investigated as promptly as possible. FOTIFY PAY recognizes that some complaints may be complex and require detailed investigation. Therefore, the complexity of the issue and the resources available for the investigation may result in additional time being needed to finalize the complaint. FOTIFY PAY will review the complaint and contact the Client within 15 business days. If FOTIFY PAY requires more time to review the Client’s complaint, it will notify the Client accordingly.

14. Confidentiality and Data Protection

14.1. The Parties shall keep all confidential information strictly confidential.

14.2. If the Client is uncertain about the confidentiality of certain information, they must treat such information as confidential until they receive written confirmation from FOTIFY PAY that the information is not confidential.

14.3. The obligation of confidentiality shall not apply to information that:

• is or becomes public and freely available; or
• is disclosed to a third party with the prior consent of the Client; or
• was lawfully in the possession of the Client or FOTIFY PAY, as the receiving party, prior to disclosure; or
• is disclosed in compliance with a lawful order of a court, governmental, or regulatory authority.

 

14.4. The Client confirms and agrees that FOTIFY PAY may disclose confidential information to third-party Service Providers supplying the Services and/or those involved in the provision of FOTIFY PAY’s Services.

14.5. To provide its Services, FOTIFY PAY must collect and retain personal data about the Client and certain persons connected to the Client. By accepting these Terms, the Client explicitly consents to FOTIFY PAY accessing, processing, and retaining any personal data necessary to provide the Services.

14.6. The processing of the Client’s data is governed by the Privacy policy, which can be found on the Website. Please review FOTIFY PAY’s Privacy policy for more information on how FOTIFY PAY uses and protects the Client’s personal data and privacy rights. The Client should print and keep a copy of the Privacy policy together with these Terms.

14.7. By default, the Client will receive email newsletters that inform them about new product features, events, promotions, special deals, etc. By accepting these Terms, the Client agrees to receive such email newsletters regularly. If the Client does not wish to receive newsletters from FOTIFY PAY, they can opt out at any time by contacting Customer Service. Any email newsletter the Client receives will also provide the option to unsubscribe from future newsletters.

14.8. All relevant Client data is updated and stored electronically in accordance with legal requirements.

15. Liability of the Parties

15.1. The Parties are liable for all documented fines, penalties, and other direct losses incurred by one Party due to the other Party’s violation of the Terms. The at-fault Party also undertakes to reimburse direct damages incurred due to such liability to the affected Party.

15.2. The Client is liable for:

• Ensuring compliance with the Terms and the lawfulness of their actions related to the use of FOTIFY PAY Services;
• The accuracy, completeness, and validity of the information, documents, and data provided to FOTIFY PAY, and for notifying FOTIFY PAY of any changes in Client data required for the execution of the Terms (even if this information is available in public registers);
• Regularly verifying their Client account(s) balance, the correctness of operations, and reporting any deviations;
• Any outcomes resulting from complaints, disputes, claims, reversals, chargebacks, fines, penalties, or other liabilities to FOTIFY PAY or third parties using FOTIFY PAY Services;
• All losses if the Client failed to protect their device, Client account(s), personalized security credentials, or Identity authentication data, did not comply with the rules regulating the issuance and usage of the Client account(s) as stated in these Terms, acted fraudulently, or failed to inform FOTIFY PAY that their personalized security features had become known or could be used by third parties;
• Ensuring that the Client does not use FOTIFY PAY Services for Transactions or purposes that may be deemed illegal.

 

15.3. FOTIFY PAY is liable for:

• Issuing the Client personalized security credentials to use FOTIFY PAY Services, which are not accessible to anyone other than the Client;
• Correctly executing Transaction orders based on the Client’s instructions and consent, and in accordance with legal requirements;
• Direct damages caused by FOTIFY PAY’s explicit and material breach of the Terms, but only for damages that FOTIFY PAY could have reasonably foreseen at the time of the breach.

 

15.4. Nothing in these Terms prevents FOTIFY PAY from being responsible to the Client in cases where FOTIFY PAY acts fraudulently, negligently, or in violation of the law.

15.5. FOTIFY PAY shall not be liable for any losses the Client incurs as a result of:

• Errors or inaccuracies in Transaction orders submitted by the Client;
• The quality, legality, or any other aspect of goods or services purchased/sold using the Client account(s);
• Claims between the Client and other parties, except for claims regarding FOTIFY PAY’s obligations;
• Unauthorized actions by third parties using counterfeit documents or illegally obtained data;
• Charges paid to third parties using FOTIFY PAY Services;
• The suspension of FOTIFY PAY Services;
• Any consequences after FOTIFY PAY terminates the provision of Services, restricts, or suspends the Client account(s) as provided in these Terms or applicable laws;
• Unauthorized transactions executed by the Client in violation of these Terms or applicable laws;
• Actions by third parties regarding the Client account(s) when such actions are a result of the Client’s actions or circumstances beyond FOTIFY PAY’s control;
• Compliance with legal obligations, regulations, or court orders;
• Direct or indirect loss, including loss of revenue, reputation, goodwill, or opportunity due to interruptions in the Client’s use of FOTIFY PAY Services;
• Failures of the internet, networks, technical equipment, communication means, or software required for accessing FOTIFY PAY Services, or any third-party services upon which FOTIFY PAY relies to fulfill obligations beyond FOTIFY PAY’s reasonable control;
• Corruption or loss of data unless caused by FOTIFY PAY’s willful misconduct;
• Unforeseen events outside FOTIFY PAY’s control (such as epidemics, pandemics, bank delays, or failures of electronic transmissions);
• Lost, late, or undelivered SMS messages, notifications, or communications;
• Any technical, computer, cable, electronic, software, hardware, transmission, connection, or other access issues that may hinder the Client’s ability to access SMS services.

 

15.6. FOTIFY PAY is not responsible for assessing or paying taxes, duties, or other charges arising from the Client’s underlying commercial Transactions.

15.7. If the Client is a legal entity, its authorized signatories declare they have full control and authorization to act on behalf of the entity. They acknowledge that FOTIFY PAY will not be used for:

• Transactions (including sales) conducted under a different trade name or business affiliation than that indicated in the application;
• Any Transactions that violate applicable laws or regulations.

 

15.8. The Client agrees to defend, indemnify, and hold FOTIFY PAY harmless from any claims, demands, expenses, or costs (including legal fees, fines, or penalties) that FOTIFY PAY incurs due to the Client’s or the Client’s agents’ breach of the Terms, breach of applicable laws or regulations, and/or use of the Services. This provision survives the termination of the relationship between the Client and FOTIFY PAY.

15.9. Both Parties are recognized as independent contractors under these Terms, fostering an environment of mutual respect and equality. These Terms do not establish a partnership, joint venture, or agency relationship between the Parties. Each Party retains its own authority and is not authorized to enter into agreements on behalf of the other. If any provision of these Terms is deemed invalid, unlawful, or unenforceable, the remaining Terms will continue in full force and effect.

15.10. Any delay or failure by FOTIFY PAY to exercise any right or remedy under the Terms shall not be deemed a waiver of such right or remedy. FOTIFY PAY’s failure to enforce any provision of these Terms does not constitute a waiver of that or any other provision.

15.11. Neither Party will be liable or responsible for any failure to perform, or delay in performing, any of their obligations under the Terms caused by an Event Outside the Control of the Party mentioned below.

15.12. An Event Outside the Control means any act or event beyond a Party’s reasonable control, including but not limited to strikes, lockouts, or other industrial actions by third parties, civil unrest, riots, invasions, terrorist attacks or threats, wars (whether declared or not) or threats or preparations for war, fire, explosions, storms, floods, earthquakes, subsidence, epidemics, pandemics, or other natural disasters, or failures of public or private telecommunications networks.

15.13. If an Event Outside the Control lasts more than 30 (thirty) business days, the Parties may decide to terminate the business relationship.

16. Changes to the Terms

16.1. FOTIFY PAY’s development and changes in the industry may require FOTIFY PAY to amend these Terms and related documentation from time to time. FOTIFY PAY can do this by giving the Client at least two (2) months’ prior written notice before the change takes effect. FOTIFY PAY may notify Client in any of the following ways:

• Publishing the changes on the Website;
• Sending a notice to the primary email address registered with Client account;

 

16.2. If the Client disagrees with the amendments to the Terms, the Client has the right to close their account(s) and stop using FOTIFY PAY Services during the notice period. In such a case, FOTIFY PAY will not impose any termination fees. If the Client does not take this action or does not inform FOTIFY PAY otherwise, FOTIFY PAY will assume that the Client has accepted the amendments, which will apply from the effective date specified in the notice.

16.3. FOTIFY PAY may not be able to provide two (2) months’ notice if:

• The changes are required as mandatory by applicable laws;
• The changes are non-essential, such as corrections to style, grammar, paraphrasing, or reorganization for better understanding;
• Reasons beyond FOTIFY PAY’s control necessitate the changes;
• The Client’s obligations are not adversely affected, or the changes do not reduce the Client’s rights or increase their responsibilities;
• FOTIFY PAY reduces fees or introduces more favorable terms;
• FOTIFY PAY launches a new service, which the Client may choose to use or not, or adds extra functionality to an existing Service;
• FOTIFY PAY implements technical adjustments or improvements, such as addressing a security threat.

 

16.4. The Client undertakes to regularly review the legal sections of FOTIFY PAY’s Website and periodically check the registered email where relevant information may be published.

16.5. FOTIFY PAY is committed to keeping the Client informed about known and potential technical failures of the FOTIFY PAY system, or systems of third parties involved in providing FOTIFY PAY Services, that could impact the stability and availability of its Services.

16.6. The Client does not have the right to unilaterally amend the Terms and Services; however, the Client and FOTIFY PAY may agree on additional conditions through a separate written agreement.

16.7. The new version of the Terms will replace the existing Terms unless otherwise agreed.

17. Communication between FOTIFY PAY and the Client

17.1.

FOTIFY PAY will send notices and communicate with the Client in the language used to communicate these Terms, or in a language agreed upon between FOTIFY PAY and the Client for the Client’s convenience.

17.2.

FOTIFY PAY typically sends notices or messages by:

• Publishing them on the FOTIFY PAY Website (when such messages are addressed to multiple recipients and not related to personal, unpublished, confidential data, or other sensitive information of any Client);
• Calling the Client;
• Sending via e-mail;
• Sending via SMS;
• Sending to the registered address;
• Using popular messaging apps; or

 

 

17.3. The Client confirms acceptance of these communication methods and acknowledges that notices and messages sent by any of the methods mentioned above are deemed appropriately given. The Client agrees to provide accurate contact details, including an e-mail address, telephone number, and physical address.

17.4. Any notices or notifications sent by:

• E-mail will be deemed received on the same day if delivered to the inbox before 3 p.m. (GMT) on a business day. If delivered after 3 p.m. (GMT) or on a nonbusiness day, they will be deemed received on the next business day;
• Post will be deemed received within 5 (five) business days from the date of posting for domestic mail (Canada Post) or within 7 (seven) business days for international post;
• SMS will be deemed received on the same day.

 

17.7. For urgent matters, such as notifications about compromised or unauthorized accounts, unlawful use of Services, or security threats, the Client should contact FOTIFY PAY through the support emails provided.

17.8. Electronic messages from the Client (such as requests, complaints, or claims) are deemed received on the day of submission if sent by 3 p.m. (GMT). Messages sent after 3 p.m. (GMT) will be considered received on the next business day. Other notices will be deemed received according to the timeframes specified in FOTIFY PAY’s notifications.

17.9. All notices will be sent in the language used to communicate these Terms unless otherwise agreed upon between the parties.

17.10. Since FOTIFY PAY will use the contact details previously provided by the Client, the Client must immediately inform FOTIFY PAY of any changes to their contact details (telephone number, e-mail address, or registered address). The Client will bear all consequences arising from the failure to inform FOTIFY PAY of any such changes.

17.11. FOTIFY PAY reserves the right to record all communications with the Client and may use such recordings in any disputes or anticipated disputes involving the Client or FOTIFY PAY. However, the Client may not rely on the availability of such recordings.

17.13. To avoid any doubt, FOTIFY PAY informs the Client that only communications through the email, via official FOTIFY PAY e-mails (ending in in @fotifypay.com), or through official FOTIFY PAY phone numbers to the contact details provided by the Client during onboarding (or later as updated) will have legal consequences for FOTIFY PAY

17.14. If the Client, in breach of clause 17.13, chooses any other form of communication, they do so at their own risk. The Client understands that any arrangements based on unauthorized communication methods will not be legally binding on FOTIFY PAY

17.15. Where legislation requires FOTIFY PAY to provide information to the Client on a durable medium, FOTIFY PAY will either send an e-mail (with or without attachments). This will allow the Client to retain the information in print or another permanent format for future reference. The Client is responsible for keeping copies of all communications sent or made available by FOTIFY PAY.

18. Governing Law and Dispute Resolution

18.1. These Terms and any relationship between the Parties arising from or in connection with these Terms shall be governed by and interpreted in accordance with the laws of Canada.

18.2. FOTIFY PAY is committed to resolving disputes with the Client fairly and equitably, striving for a mutually beneficial outcome acceptable to both Parties. FOTIFY PAY aims to ensure Client satisfaction with their overall experience. Therefore, FOTIFY PAY strongly encourages the Client to contact them in the event of a dispute.

18.3. The Parties are expected to actively engage in resolving any disputes or disagreements arising from these Terms. The Client’s input and participation in such negotiations are highly valued. If a conflict persists for more than 30 (thirty) business days or cannot be resolved through negotiation, all claims and disputes shall be exclusively settled by the courts of Canada

18.4. Any notices, documents, payment orders, or other data provided by the Client that are endorsed with identity authentication measures shall hold the same legal weight as documents signed with a handwritten signature and seal (if applicable). Such documents will be accepted as valid evidence in adjudicating disputes between the Client and FOTIFY PAY.

19. Miscellaneous

19.1. Each Party confirms that it has obtained all necessary consents, approvals, permits, and licenses required by applicable laws to perform the actions necessary for fulfilling these Terms.

19.2. The Client may not assign its rights and obligations arising from these Terms to third parties without the written consent of FOTIFY PAY. FOTIFY PAY may transfer any rights and obligations arising from these Terms to third parties without the Client’s consent, provided such a transfer does not contradict applicable laws and does not negatively affect the Client’s rights.

19.3. Each Party shall comply with (and must not engage in any activity that would violate) anti-bribery and anti-corruption laws, and each Party agrees to maintain adequate procedures to ensure compliance with such obligations.

20. Force Majeure

20.1. The Parties shall be exempted from liability for the non-fulfillment of the Terms if they can prove that such non-fulfillment was due to the occurrence of a force majeure event. This provision is designed to provide the Client with confidence and clarity in unforeseen circumstances. Each Party is required to notify the other Party in writing (including e-mail) of the occurrence of the force majeure event within 10 (ten) business days.

 

Plain Language Summary

This summary is provided to help you better understand the key points of our Terms and Conditions. It does not replace the full legal Terms and Conditions, which remain binding. In short:
– You must be at least 18 years old to open an account.
– You are responsible for providing accurate information and keeping it up to date.
– We comply with anti-money laundering (AML) and counter-terrorist financing (CTF) laws, including FINTRAC (Canada), FCA (UK), and EU directives. This means we may verify your identity and report suspicious activity to regulators.
– We do not pay interest on funds and your account is not insured under CDIC (Canada) or FSCS (UK).
– You can close your account at any time, but you must settle any outstanding fees.
– If you disagree with future changes to these Terms, you can close your account without penalty.
– Our liability is limited, but we remain responsible for fraud, negligence, or violations of law.

Electronic Signatures and Consent

By checking a box, clicking to accept, or otherwise electronically accepting these Terms on our Website, you agree that such action constitutes your electronic signature. This electronic acceptance has the same legal effect as a handwritten signature under applicable laws in Canada, the UK, and the EU.

Complaints Handling and Escalation

If you have a complaint, you should first contact us at [email protected]. We will acknowledge your complaint within 15 business days. If more time is needed, we will notify you. If you are not satisfied with our response:
– In Canada: you may escalate to the Financial Consumer Agency of Canada (FCAC) or other applicable provincial authorities.
– In the UK: you may escalate to the Financial Ombudsman Service (FOS).
– In the EU: you may escalate to the appropriate national regulator or dispute resolution body.
We are committed to resolving disputes fairly and transparently.

Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF) Obligations

As a regulated Money Services Business (MSB), FOTIFY PAY is required to comply with Canadian FINTRAC regulations, UK FCA regulations, and relevant EU AML directives. We may monitor transactions, request additional information, and report suspicious activity to relevant authorities without your consent. These obligations are mandatory under law and are designed to protect the integrity of the financial system.

Limitation of Liability

To the maximum extent permitted by law, FOTIFY PAY’s total liability to you for any claim arising out of or relating to these Terms shall not exceed the total fees paid by you to FOTIFY PAY in the twelve (12) months preceding the event giving rise to the claim. This limitation does not apply to liability resulting from fraud, gross negligence, or willful misconduct.