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Terms and Conditions

This document governs the Business relationships between DEIMA FINANCIAL SERVICES LTD. (“Deima”) and you as a “Merchant”. Access to and use of Deima services by the Merchant is subject to compliance with all terms and conditions set forth hereinafter together with payment processing services contract and annexes if any. Please read carefully before signing and accepting the terms and conditions of this Agreement.

By accepting these General Terms and Conditions (hereinafter – “Agreement”), you declare that you are the authorized representative of the MERCHANT and that with your signature (or acceptance if online), the MERCHANT acknowledges that the Terms and Conditions were read and understood (or have sought legal advice on them) and agrees to be bound by them. Acceptance of these Terms and Conditions will also be considered any use of one or more of the services described below. If the MERCHANT does not agree with these Terms and Conditions, then the MERCHANT should not use any of the services, nor sign this Agreement (or decline if online). By using the Services, you authorize DEIMA to act as your agent so DEIMA may receive, hold, and disburse funds on your behalf and to take any and all actions that it thinks are necessary to provide the Services and to comply with all applicable laws.

1. Introduction

1.1. This Agreement along with the Payment Processing Services Contract and other applicable policies the MERCHANT has agreed for by signing them or agreed online form the relationship between the MERCHANT (“You”, “Your”) and its agents and/or authorized representatives, and Deima (hereinafter – the “Company”). Making use of any of the services of Deima constitutes acceptance of the Terms and Conditions, and for Deima to establish a MERCHANT account for the MERCHANT. The MERCHANT further agrees that the Agreement (and any update thereof) will also cover Merchant’s use of the MERCHANT account to add services to MERCHANT’s service plan, to modify or to cancel MERCHANT’s service plan. Even in the absence of any notification to DEIMA, the Agreement is also applicable to any other person (legal or natural) MERCHANT grants permission to use its Merchant account.

1.2. MERCHANT confirms that the designated person (or persons) as its authorized representative(s) has/have been granted full authority to act on its behalf in relation to the DEIMA Service/s (and as this may be modified from time to time), and that any such actions taken by him/her/them including but not limited to purchase of additional services, modification of the service plan, termination, or transfer of the service plan, would be considered binding and final.

1.3. MERCHANT purchases/uses under this Agreement.

2. Definitions and Interpretations

In the present Terms and Conditions the following terms shall, unless the context otherwise requires, have the following meanings and may be used in the singular or plural as appropriate:

2.1. Acquirer: An entity contracted by DEIMA to submit Sales Drafts and transaction information to the Card Organizations on behalf of DEIMA and to receive and pay to DEIMA settlement funding for such sales transactions;

2.2. Affiliate: An “Affiliate” of a party is a Person that, directly or indirectly: (i) owns or controls such party; or (ii) is under common ownership or control with such party;

2.3. Applicable Law: All national and international statutes, ordinances, laws, regulations, and executive, administrative, and judicial orders applicable to the Agreement, the transactions, or other matters contemplated under the Agreement, and all amendments thereto; and with respect to Bank and/or Acquirer, also guidance by its financial institution regulators;

2.4. Authorization: A confirmation and approval reception of the Transaction from the Card Issuing Bank and suited Card Organization;

2.5. Bank: A financial institution that is a member of the Card Organizations and provides Card Organization sponsorship for Card transactions submitted by DEIMA for processing hereunder, also referred to as “Member”;

2.6. Businesses day: A day, other than a Saturday or a Sunday, or official public or Deimaaz/Acquirer/Bank holiday;

2.7. Card: Either Credit Card or Debit Card;

2.8. Cardholder: The Person whose name is embossed on a Card (or Debit Card, as applicable) and any legally authorized user of such Card;

2.9. Card Organization: Any entity formed to administer and promote Cards, including without limitation Mastercard Worldwide (“Mastercard”), Visa Europe Ltd. (“Visa”), and any applicable debit networks;

2.10. Card Organization Rules: The rules, regulations, releases, interpretations, and other requirements (whether contractual or otherwise) imposed or adopted by any Card Organization and related authorities, including without limitation, those of the PCI Security Standards Council, LLC;

2.11. Chargeback: A Card transaction (or disputed portion) that is returned to Acquirer and/or Bank by the Issuer;

2.12. Compliance: Abidance of all applicable laws, rules and regulations, and the relevant rules, regulations and policies of the Card Organizations;

2.13. Credit: A refund or price adjustment given for a previous purchase transaction.

2.14. Credit Card: A device bearing a valid Card Organization Mark and authorizing the Cardholder to buy goods or services on credit;

2.15. Debit Card: See either PIN Debit Card or Non-PIN Debit Card;

2.16. Issuer: The financial institution or Card Organization which has issued a Card to a Person.

2.17. Fraudulent Transaction: An unauthorized Card transaction, when third person obtains Cardholder’s credit card details and uses them over the phone or on the Internet to make purchases in MERCHANT’s name;

2.18. Holdback (Holdback) or Rolling Reserve: An amount established and funded pursuant to terms set forth in this Agreement and Payment Processing Services Contract to serve as security for amounts owed by MERCHANT to DEIMA under this Agreement;

2.19. Marks: Names, logos, emblems, brands, service marks, trademarks, trade names, tag lines, or other proprietary designations;

2.20. Member: A financial institution that is a member of the Card Organizations and provides Card Organization sponsorship for Card transactions submitted by DEIMA for processing hereunder, also referred to as “Bank” and/or “Acquirer”;

2.21. Merchant Application Form – an application completed by the MERCHANT before this Agreement and Payment Processing Services Contract become effective and which contains the information regarding the MERCHANT’s nature of provided business, business-operating company/ies, ultimate beneficial owner/s, estimated turnover, etc;

2.22. Merchant Category Code (MCC): A four-digit number assigned to a MERCHANT by the Acquirer/DEIMA, when the MERCHANT first starts accepting Credit cards as a form of payment;

2.23. Merchant Provider: Any Person engaged to provide services involving or relating to: (i) access to Cardholder data transaction data or information related to either Cardholder data or transaction data; or (ii) PIN encryption, including without limitation, Encryption Service Organizations (ESOs), also referred to as “Third Party Service Provider”;

2.24. MID (Merchant Identification number): is a unique number assigned to a MERCHANT account to identify it throughout the course of processing activities, generated by the Acquirer/DEIMA/Bank;

2.25. Non-PIN Debit Card: A device with a Card Organization Mark that is tied to a Cardholder’s account or a prepaid account and which is processed without the DEIMA e of a PIN;

2.26. DEIMA: An authorized Money Services Business (MSB) entity by the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) registered by an Acquirer and/or bank to acquire Transactions on behalf of MERCHANT;

2.27. PCI DSS: The Payment Card Industry Data Security Standard, which is a proprietary information security standard for organizations that handle branded credit cards from the major card schemes including Visa, Mastercard, American Express, Discover, and JCB;

2.28. Person: A third party individual or entity, other than the MERCHANT;

2.29. PIN: A Personal Identification Number entered by the Cardholder to submit a PIN Debit Card transaction;

2.30. PIN Debit Card: A device bearing the Marks of ATM networks used at a MERCHANT location by means of a Cardholder-entered PIN in the MERCHANT PIN Pad;

2.31. Recurring Transaction: A charge applied to a Cardholder in predetermined intervals for services or goods of an ongoing nature (memberships, subscriptions);

2.32. Retrieval Request/Transaction Documentation Request: A request for documentation related to a Card transaction such as a copy of a Sales Draft or other transaction source documents;

2.33. Sales Draft: Evidence of a purchase, rental or lease of goods or services by a Cardholder from, and other payments to, MERCHANT using a Card, regardless of whether the form of such evidence is in paper or electronic form or otherwise, all of which must conform to Card Organization Rules and Applicable Law;

2.34. SDP: A Site Data Protection Program designed to ensure that DEIMAs, MERCHANTs and third party service providers take adequate measures to protect against account data compromises;

2.35. Services: The authorization, processing, and settlement services provided by DEIMA to MERCHANT pursuant to the terms and conditions set forth in this Agreement;

2.36. Settlement Account: An account or account(s) at a financial institution designated by MERCHANT as the account to be debited and credited by DEIMA for Card transactions, fees, Chargebacks, and other amounts due under or in connection with this Agreement and Payment Processing Services Contract;

2.37. Third Party Service Provider: Any Person engaged to provide services involving or relating to (i) access to Cardholder data, transaction data or information related to either Cardholder data or transaction data or (ii) PIN encryption, including without limitation, Encryption Service Organizations (ESOs), also referred to as “Merchant Provider.”

3. Scope of the Services

3.1. The Services allow Merchant to accept payment card (Visa and/or Mastercard) transactions into its Merchant account, which is handled by DEIMA.

3.2. DEIMA is a Money Services Business (MSB) entity, which is entitled to provide payment services and shall not be considered a credit institution.

3.3. DEIMA provides to Merchant payment services that facilitate Merchant’s acceptance of credit and debit card payments as a form of payment for goods, services and/or other facilities provided to Cardholders through the MERCHANT’s website/s. To do so, DEIMA enters into agreements with other authorized payment services providers and/or banks.

3.4. By opening a MERCHANT account with DEIMA, MERCHANT is required to provide certain accurate and complete information, as well as other documentation required by DEIMA, which must be approved by DEIMA, prior to using the Services.

3.5. By entering into this Agreement, MERCHANT provides an authorization for DEIMA to share provided information with bank or other financial institution DEIMA has established contractual relationship with.

3.6. If the request to open a MERCHANT account is approved, DEIMA is entitled to request additional information from MERCHANT at any time. DEIMA may also require additional information at any time to keep up to date Merchant’s record and to determine whether MERCHANT continues to meet the requirements for a MERCHANT Account.

3.7. The Services work with Visa and Mastercard Card Organizations’ credit, debit, and prepaid cards. DEIMA may remove or add Cards or alternative payment methods that it accepts at any time and without prior notice to MERCHANT. The Card Organizations require that MERCHANT complies with all applicable laws, rules, and regulations, which may be amended at any time. DEIMA may be required to amend this agreement to comply with such amendments on case-by-case basis.

4. Merchant’s Duties and Responsibilities

It is the MERCHANT’s sole responsibility to:

4.1. Frequently check the status of the MERCHANT’s account maintained with DEIMA and to ensure by reviewing with similar frequency the MERCHANT account’s transaction history in order to ascertain if any unauthorized activity has taken place. When the MERCHANT suspects that unauthorized activity occurred, the suspicion should be promptly communicated to DEIMA.

4.2. Develop and maintain (including hosting arrangements of) the MERCHANT website ensuring its accessibility on the internet for the customers. Through the MERCHANT’s website, the MERCHANT should ensure that any placed orders for products and/or services it sells will be properly fulfilled. The MERCHANT must also ensure unobstructed transmission of any transactional information to DEIMA servers and that the MERCHANT’s system (software and hardware) is not tainting the transmitted information in any way.

4.3. Ensure that the software used is updated to the latest version and that any required security updates and patches are in place.

4.4. Ensure that the customer’s registration information requested at the Merchant website as well as the available payment information is always up to date.

4.5. Ensure that there is at least one active commercial banking relationship with a credit institution. DEIMA will have no bearing on this relationship and any terms and conditions set out by such a relationship will have no bearing on DEIMA and will be the sole responsibility of the Merchant and the credit institution(s).

4.6. Ensure that collection, storage and transmission of customer data is performed using security policies that are in line with business best practices and which protect the privacy of MERCHANT data as required by the Personal Information Protection and Electronic Documents Act (“PIPEDA”). For using its service, DEIMA may review the MERCHANT data handling process and if deemed necessary, request that the MERCHANT undertake to bolster its process, within reasonable commercial limits, to further safeguard the customer data and the overall security of the DEIMA service.

4.7. Ensure that any information procured through the use of the DEIMA service should only be used in conjunction with the service and in such a way that it is not acceptable in accordance with the Agreement and the MERCHANT should not permit the use of such information by any other third party other than in conjunction with the service.

4.8. Use the DEIMA service in accordance with the terms and conditions stipulated in the Agreement, Payment Processing Services Contract, the Policies, and other User Guides and/or Manuals that DEIMA may publish from time to time.

4.9. Ensure that the MERCHANT is up to date with any amendments to the terms and conditions of the Agreement and with any changes to the services provided by DEIMA.

5. DEIMA Duties and Responsibilities

5.1. DEIMA agrees (always subject to the terms and conditions of the Agreement) and is responsible to:

  • Provide the services for which the MERCHANT subscribes to and pays for;
  • Provide the MERCHANT with (or provide access to through the DEIMA system) standardized transaction reports as well as accounting reporting tools that the Merchant can use in preparation of its accounting records.

5.2. DEIMA has the right and the MERCHANT agrees that it may at any time:

  • Amend the terms and conditions of the Agreement including any and all of its Schedules;
  • Change all or part of the services it offers to the MERCHANT under the Agreement.

5.3. The MERCHANT can choose to terminate the Agreement at any time by notifying DEIMA in the manner stipulated in the Termination Paragraph of this Agreement, if it objects to the amendments in the terms and conditions and/or the changes in the services provided by DEIMA. The MERCHANT agrees that upon termination of the Agreement and paid fees will not be refunded and DEIMA agrees that no additional fees will be charged. For clarification purposes, any fees that are still due to DEIMA and owed by the MERCHANT will remain due and the MERCHANT should settle them even if the Agreement has been terminated.

5.4. Continued use of the services by the MERCHANT will be considered as acceptance of the amendments and/or changes, and the MERCHANT will agrees to be bound by them. By continuing to use DEIMA services after any revision to this Agreement or change in Services, MERCHANT agrees to abide by and be bound by any such revisions or changes.

5.5. Security of transactions is significant to DEIMA, which has employed and will sustain adequate security systems to ensure secure transmission of MERCHANT’s Transactions over the internet. The security measures taken consist of encryption and firewall systems as well as publicly known intrusion prevention mechanisms. For encryption DEIMA will use Secure Socket Layer (SSL) technology which is considered the standard, while for the firewall system it will use a combination of hardware and software that will result in all external traffic terminating at a demilitarized firewalled zone.

5.6. DEIMA does not guarantee the security of the Services or Transaction data and will not be responsible in the event of any infiltration of its security systems, provided that DEIMA has used commercially reasonable efforts to prevent any such infiltration. MERCHANT further acknowledges and agrees that it, and not DEIMA, is responsible for the security of Transaction data, or information or any other information stored on MERCHANT’s servers, and that DEIMA is not responsible for any other party’s servers (other than subcontractors of DEIMA solely to the extent it is liable for its own actions hereunder).

6. Merchant Account

6.1. By establishing a MERCHANT Account, MERCHANT confirms that MERCHANT’s business-operating entity and activity are authorized to conduct business by the country in which it operates.

6.2. The Services may only be used within the countries that allow doing so.

6.3. MERCHANT provides DEIMA the authorization to contact and share information about its MERCHANT Account with MERCHANT’s bank or other financial institution. Upon approval of MERCHANT Account and by accepting the terms of this Agreement, MERCHANT’s provides the authorization DEIMA to hold, receive, and disburse funds on its behalf. MERCHANT may terminate this authorization by closing its MERCHANT Account.

6.4. MERCHANT agrees to do the following:

  • Comply with all applicable laws and regulations and all requirements of Card Organizations applicable to MERCHANT;
  • Maintain the security of MERCHANT’s Account as part of its use of the Services.
  • Not accept payments in connection with any illegal activity;
  • Use the Services only for lawful MERCHANTs activities as approved by DEIMA and not in a manner that results in or may result in complaints, disputes, chargebacks, fees, fines, or penalties; and
  • Not use the Services to process cash advances.

7. Unauthorized Use of the Services

7.1. MERCHANT is entitled to use the Services only in compliance with all laws, rules, and regulations applicable to the use of the Services.

7.2. DEIMA may choose not to authorize or settle any submitted transaction, if DEIMA considers the transaction is in violation of this Agreement and Payment Processing Services Contract may cause harm to MERCHANT the DEIMA or its partners.

7.3. MERCHANT expressly provides the authorization DEIMA to share information about MERCHANT, MERCHANT’s Account or its transactions with law enforcement if DEIMA considers the Services have been used for an illegal, unauthorized or criminal purpose.

8. Financial Information

8.1. The MERCHANT is obliged to provide DEIMA with financial statements and other related information upon request by DEIMA. Such financial statements and other related documents required to be prepared in accordance with generally accepted accounting standards.

8.2. DEIMA may also require providing other information concerning MERCHANT’s business activity and its compliance with the terms and provisions of this Agreement as DEIMA may reasonably request.

9. Fees and Payments

9.1. MERCHANT agrees to pay the applicable fees set forth in this Agreement, as well as in Payment Processing Services Contract.

9.2. DEIMA reserves the right to change Fees at any time with reasonable prior notice of such changes to the MERCHANT. MERCHANT’s continuous use of the Services indicates its consent to the change in Fees. If MERCHANT does not provide the consent to the change in Fees, then MERCHANT must immediately close MERCHANT’s Account.

9.3. MERCHANT agrees that DEIMA will make settlement transaction on a weekly basis (or otherwise agreed) transferring the funds to the settlement account specified by MERCHANT in Payment Processing Services Contract.

9.4. Where payments received through MERCHANT’s website are held by DEIMA, MERCHANT agrees that it will assume the volatility risks of the local currency that have chosen to receive payment in from DEIMA, between the time that DEIMA receives the payment from the MERCHANT Customer and the time that DEIMA transfers the payment to MERCHANT’s bank account in accordance with the Payment Processing Services Contract.

10. Returns and Refunds

10.1. MERCHANT agrees to process returns of, and provide refunds and adjustments for the goods or services rendered through its website and MERCHANT Account in accordance with this Agreement, Payment Processing Services Contract and Card Organization rules.

11. Chargebacks

11.1. Chargebacks can be received for a number of reasons, including, but not limited to, any one of the following:

  • A refund is not issued to a customer upon the return or non-delivery of goods or services;
  • An authorization/approval code was required and not obtained;
  • The transaction was allegedly fraudulent;
  • The customer disputes the Card sale or the signature on the sale documentation, or claims that the sale is subject to a set-off, defense or counterclaim; or
  • The customer refuses to make payment for a Card sale because in the customer’s good faith opinion, a claim or complaint has not been resolved, or has been resolved but in an unsatisfactory manner.

11.2. For any transaction that results in a Chargeback, DEIMA may withhold the Chargeback amount from the MERCHANT’s Rolling Reserve or MERCHANT Account. MERCHANT may be subject to a chargeback on sales for a minimum period of 180 days from the date the sale was processed. DEIMA may deduct the amount of any Chargeback and any associated fees, fines, or penalties assessed by DEIMA from MERCHANT Account, its Rolling Reserve, if any, any proceeds due to MERCHANT, or its bank account.

12. Taxes

12.1. It is the MERCHANT’s sole responsibility to determine which, if any, taxes apply to the payments received, and to report and remit the correct tax to the appropriate tax authority. DEIMA is not obligated to determine whether taxes apply, and is not responsible to collect, report, or remit any taxes arising from any Transaction.

13. Restricted Activities on the Merchant Account

13.1. DEIMA does not accept and process payments from or to sanctioned countries and territories in accordance with Canadian laws and regulations, as well as other binding international legal standards.

13.2. DEIMA does not provide services to MERCHANTs, who are engaged in restricted activities. DEIMA has listed a number of activities that are restricted or prohibited as they relate to the use of the DEIMA Services, the terms of this agreement, the applicable laws, regulations, directives and decrees that may be issued from time to time by the DEIMA, the jurisdiction it is authorized, the jurisdictions of its cross border activities and Canada. The MERCHANT agrees that engaging in any of the below activities, may cause the DEIMA service quality to suffer, and that MERCHANT may restrict the level of safe access that MERCHANT may enjoy. Such activities include:

13.2.1. Violating any law, regulation, directive, statute or contract in relation the Service received, including without limitation, money laundering laws and regulations, consumer and personal data protection, the payment services regulations and its directives;

13.2.2. Violating the terms and conditions, including without limitation any other policies and/or regulations related to Services;

13.2.3. Acting in a manner that is offensive, harassing or demeaning to other MERCHANTs, to DEIMA and/or its partners and third parties;

13.2.4. Providing inaccurate, disingenuous, misleading or entirely false (deliberately) information without justifiable cause;

13.2.5. Sending and receiving what may be deemed as unauthorized funds or funds from fraudulent transactions;

13.2.6. Infringement of DEIMA’s copyrights, patent, trademarks or any other intellectual property rights;

13.2.7. Not being cooperative with DEIMA when requested to provide additional information that will allow DEIMA to better familiarize itself with the nature of MERCHANT’s business and continuing operations;

13.2.8. Refusing to provide confirmation of Merchant’s identity and verification of details when requested upon, in order for DEIMA to perform an investigation when needed;

13.2.9. Sending or submitting to DEIMA documents that DEIMA reasonably believes to be fraudulent;

13.2.10. Using tools and mechanisms to hide MERCHANT’s identity and location (use of proxy and other anonymizing technics);

13.2.11. Causing and maintaining an account with a balance owed to DEIMA (negative balance);

13.2.12. Engaging in activities that may cause DEIMA with increased risk of fraud or credit exposure that is beyond the acceptable limits set by DEIMA;

13.2.13. Engaging in activities that lead to DEIMA handling a disproportionate number of claims settled in favor of the claimant MERCHANT;

13.2.14. Using the DEIMA Services from a jurisdiction that the DEIMA authorization does not cover;

13.2.15. Intentionally or unintentionally facilitate any malicious computer programming routines that may cause damage, harmfully interfere with, clandestinely capture or steal any system, data or information;

13.2.16. Facilitating any viruses, Trojan horses, worms or other computer programming tools, as well as using of anonymizing proxy, that may make damage to DEIMA’s system;

13.2.17. Intentionally or unintentionally using any automatic device process, or manual process to monitor or copy DEIMA website and/or mobile application without the DEIMA prior written consent;

13.2.18. Merchant’s actions may present DEIMA internet service providers, partners or other suppliers to seize offering their services to DEIMA;

13.2.19. Acting in a manner that has a negative interference with the provision of the DEIMA service in accordance with the terms of this Agreement;

13.2.20. Using the Services in a manner that could cause a risk of non-compliance with the DEIMA anti-money laundering, counter terrorist financing and other relevant regulatory obligations;

13.2.21. Using the DEIMA Services in a manner that may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties and other liability to DEIMA, a MERCHANT, or a third party;

13.2.22. Disclosing information of other MERCHANT’s to third parties;

13.2.23. Using the Service in a manner that deviates from what is prescribed in this Terms and Conditions.

14. Unauthorized Transactions

14.1. DEIMA shall make every effort to avoid unauthorized transactions to take place on the MERCHANT’s Account. For these reasons every MERCHANT shall be fully identified by presenting all the necessary information and/or documentation.

14.2. In the events, if the MERCHANT reasonably believes that his Account has been compromised, hacked, misused by third parties in any way or had been otherwise used in an unauthorized way the MERCHANT duly agrees to notify DEIMA immediately by using any available communication channel. In such a case the MERCHANT duly impliedly authorizes DEIMA to block any Transactions on the Account immediately. For further communication further identification verification may be carried out by DEIMA.

14.3. DEIMA reserves a right to block the MERCHANT’s account in case it reasonably believes that the MERCHANT’s Account has been compromised, hacked, misused by third parties in any way or had been otherwise used in an unauthorised way. DEIMA shall notify the MERCHANT in event of blocking as soon as it might be reasonably necessary in the situation.

14.4. DEIMA shall not bear any responsibility for any losses resulting from unauthorised use of the Account or Services, including to any Transactions made in the DEIMA System or outside it.

15. Amendments of Conditions

15.1. DEIMA shall be entitled to amend these Conditions at any time without giving a prior notice. It is MERCHANT’s responsibility to track the changes are available.

15.2. DEIMA expressly reserves the right to use its website to inform the Merchant about any changes in these Conditions and the posting of a notice on DEIMA’s website shall be deemed a valid notification of such changes to the MERCHANT. The MERCHANT undertakes to regularly review DEIMA’s website and/or to regularly access his online reporting where relevant information may be published.

15.3. Also immediate will be any amendments necessary due to the enrichment of the Service and its delivery or in cases where Merchant’s rights and obligations are not adversely affected. DEIMA will not provide the MERCHANT with any notice of such immediate changes.

16. Suspension and Termination of the Relationships

16.1. The Business relationships between the MERCHANT and DEIMA shall remain in force until terminated by mutual agreement between the MERCHANT and DEIMA.

16.2. Without prejudice of the right of early termination as set forth in the next Paragraph, either party is entitled to terminate its relationship with the other at any time, without reason, by giving no less than one (1) week prior written notice, including but not limited to notice given by e-mail to the other party, such notice to specify the date on which the termination is to become effective. No penalty shall be payable by either party upon termination of its relationship with the other. Termination shall in no way affect any rights and obligations accrued hereunder until the date of termination. Indeed, the MERCHANT cannot cancel already executed transactions and shall fully remunerate services already provided.

16.3. The termination of the relationship with the MERCHANT shall extinguish the MERCHANT’s right to use the DEIMA System as well as all and any software and solutions made available to him by DEIMA.

16.4. Upon termination of the relationship, DEIMA and the MERCHANT undertake to complete all Transactions that are already in progress and the terms of these Conditions shall continue to bind both parties in relation to such transactions. However, DEIMA shall be entitled to complete all outstanding Transactions of the MERCHANT and to offset, after conversion into the Base Currency, any amount due to the MERCHANT against any amount owed by him, irrespective of the maturation date of any respective Transaction. DEIMA shall be entitled to deduct all amounts due to it before transferring any funds on any Account of the MERCHANT.

16.5. Upon termination of the Business relationships with the Merchant, the right of the MERCHANT to use any and all of DEIMA software and systems that have been made available to the MERCHANT during the terms of these Conditions shall expire.

16.6. Suspension of relationships by error/without intention to terminate the business relation

16.6.1. DEIMA shall have the right at its sole discretion to suspend its relationship with the MERCHANT for a reasonable period of time by notice with immediate effect, upon or at any time after the occurrence of any of the following events:

16.6.2. If an MERCHANT Account has been switched to the “Closed” mode in the system due to a mistake, meaning without any MERCHANT instruction and out of any applicable internal regulation/terms and conditions, the account may be freely reactivated. In such case, the MERCHANT Account relation is reputed to have been uninterrupted.

16.6.3. In case the Merchant states that the Merchant Account closure instruction was given by mistake (for instance by misfiling a withdrawal form), the DEIMA shall assess, based on the circumstances and explanations given by the MERCHANT, whether it can reasonably be considered that the MERCHANT instruction was mistaken and that the MERCHANT did not want to close the MERCHANT Account. In case the conclusion is that the MERCHANT’s closure instruction was erroneous, the MERCHANT Account relation shall be maintained open/reactivated and is reputed to have been uninterrupted.

16.7. Early Termination of the relationships

16.7.1. DEIMA shall have the right at its sole discretion to terminate its relationship with the MERCHANT by notice with immediate effect, upon or at any time after the occurrence of any of the following events:

16.7.1.1. the MERCHANT fails to make any payment or fails to comply fully with any obligations under these Conditions or any transaction;

16.7.1.2. in case of inability of DEIMA to identify the Account holder and the beneficial owner of the Account in accordance with anti-money laundering and terrorism financing laws and regulations;

16.7.1.3. if DEIMA does not receive upon its request the documents and/or information to satisfy requirements of the anti-money laundering and terrorism financing laws and regulations;

16.7.1.4. if DEIMA has reasonable suspicion of fraudulent or criminal activity concerning the use of the MERCHANT Account;

16.7.1.5. if the MMERCHANT dies or loses legal capacity;

16.7.1.6. if the MERCHANT enters into liquidation or into an insolvency arrangement (including an arrangement with its creditors), or if a receiver is appointed over all or part of its assets or undertaking;

16.7.1.7. if any of the representations or warranties given by the MERCHANT are, or become, untrue;

16.7.1.8. if DEIMA reasonably considers it necessary for its own protection or the protection of its associates;

16.7.1.9. if DEIMA is given a direction to do so by any regulator or other competent regulatory, tax or other authority.

16.8. The MERCHANT acknowledges, recognizes and agrees that DEIMA shall not be liable for any consequences of it taking the steps described in this Paragraph. The rights described in this Paragraph shall be in addition to any other rights which DEIMA may have against the MERCHANT under these Conditions or under applicable law.

16.9. If DEIMA terminates its relationship with a MERCHANT: (i) the funds of MERCHANT’s Account will be transferred to the most recent details MERCHANT has given the bank account in MERCHANT’s name after deducting any charges due and payable by MERCHANT; and (ii) any of MERCHANT’s or DEIMA rights or liabilities which have accrued prior to the termination shall continue until fully discharged by the relevant party, save for any rights or liabilities, which are expressed to continue after these Conditions end.

17. Confidentiality

17.1. Neither party shall disclose to any person (unless required to do so by any applicable law or by any regulatory or supervisory authority or by any other person entitled by law to require such disclosure) any information relating to the business, transactions, finances or other matters of confidential nature of the other party which it may in the course of its duties or otherwise become aware, and each party shall use all reasonable endeavors to prevent any such disclosure.

17.2. By adhering to these Conditions, the MERCHANT authorizes DEIMA to disclose such information relating to the MERCHANT as may be required by any law, rule or regulatory authority without prior notice to the MERCHANT.

18. Waiver of Rights

18.1. The rights and remedies contained in these Conditions shall be cumulative and not exclusive of any rights or remedies provided by law. No delay or omission of DEIMA in exercising any right, power or remedy provided by law or under these Conditions, or partial or defective exercise thereof, shall:

18.1.1. impair or prevent any further or other exercise of such right, power or remedy; or

18.1.2. operate as a waiver of such right, power or remedy;

18.1.3. No waiver of breach of all or part of these Conditions shall (unless expressly agreed in writing by the waiving party) be construed as a waiver of any future breach of the same or as authorizing a continuation of a particular breach.

19. Remedies

19.1. The MERCHANT shall indemnify DEIMA and keep DEIMA indemnified against all losses, taxes, expenses, costs and liabilities whatsoever (present, future, contingent or otherwise, and including reasonable legal fees) which may be suffered or incurred by DEIMA as a result of or in connection with:

19.1.1. Any breach of these Conditions or Payment Processing Services Contract by the MERCHANT;

19.1.2. As a result of illegal actions performed by the Merchant using DEIMA services.

20. No Liability for Tax

20.1. Notwithstanding it is required by the relevant laws DEIMA has no obligation whatsoever to any taxation or similar authority in respect of any taxation or other similar duty or levy payable by any account holder. It is MERCHANT’s obligation to pay all taxation, duties and levies that are payable by it in respect of MERCHANT’s Account and the Services MERCHANT instructs DEIMA to carry out.

21. Force Majeure

21.1. DEIMA is not responsible for any breach of these Terms by it, or for any loss MERCHANT incurs in connection with such breach, due to any Force Majeure circumstances.

21.2. The performance of the DEIMA Services is deemed to be suspended for the period that the Force Majeure circumstances continue, and DEIMA will have an extension of time for performance for the duration of that period.

21.3. If any Force Majeure circumstances occur, DEIMA may take any action it considers appropriate in connection with the Services and use reasonable endeavors to end the Force Majeure.

21.4. The condition beyond its reasonable control (Force Majeure) includes but is not limited to governmental action, the war, riots, hurricane, typhoon, acts of terrorism, earthquake, fire, flood, lightning, explosion strikes, lockouts, emergency state, pandemic or any other diseases as defined by the World Health Organization (WHO), prolonged shortage of energy supplies, and acts of state or governmental action prohibiting or impeding any party from performing its respective obligations under the Agreement or other acts of God, labor conditions, power failures, and Internet disturbances.

22. Complaints Procedure

22.1. If the MERCHANT has a complaint regarding the Services or any other matter contained in these Agreement, the MERCHANT can contact DEIMA through any available communication channel.

23. Dispute Resolution

23.1. The MERCHANT and DEIMA shall make every endeavor to amicably resolve any dispute, in good faith and in a constructive manner. The MERCHANT acknowledges and agrees that threats and blackmailing towards DEIMA are prohibited and constitute valid ground for interrupting negotiations and for immediate termination of any Business relationships.

24. Applicable Law and Jurisdiction

24.1. These Conditions are construed in accordance with and shall be governed by the laws of Canada.

24.2. Any dispute, controversy or claim arising out of or in relation to these Conditions, including the validity, invalidity, breach or termination thereof, shall be settled before the courts of Canada and in accordance with Canadian law.

24.3. In the event of any conflict between the provisions of this agreement and a Payment Processing Services Contract, the provisions of Payment Processing Services Contract shall prevail, unless the relevant clause expressly provides that it shall prevail, thereby referencing the clause of this agreement over which the applicable schedule is intended to prevail.