Terms and Conditions

TERMS AND CONDITIONS

Effective Date: 13 December 2024

This Terms and Conditions agreement (the “Agreement”) constitutes a binding and enforceable legal agreement between you and ONYX WAVE PAYMENTS LIMITED (hereinafter referred to as “ONYX”)

This Agreement governs your access to and use of the ONYX online service for highly secure and efficient payment processing solutions, including card acquiring, payouts, and risk management services (the “Services”).

In this Agreement, the terms:

“ONYX”, “we”, “us” and “our” refer to ONYX WAVE PAYMENTS LIMITED, a company with its registered address at 1907 Baseline Road, Unit 104, Ottawa, Ontario, K2C0C7, Canada; and

“you” and “your” refer to the business entity (whether in the form of a corporation, partnership, sole proprietorship, unincorporated association or other entity that carries on business) on behalf of which you are using the Service.

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions of this Agreement. If you do not agree to these terms, you must immediately discontinue any use of the Services.

1. MODIFICATIONS TO THE AGREEMENT
ONYX reserves the right, at its sole discretion, to amend, revise, update, or otherwise modify this Agreement at any time. The most current version of the Agreement will be posted on our website, with the updated “Effective Date”. Material changes will be communicated to you via email or through the Services. By continuing to use the Services after such changes, you agree to be bound by the revised Agreement.

2. ELIGIBILITY AND AUTHORITY
You represent and warrant that:

You are of legal age and have the legal capacity to enter into and be bound by this Agreement.
If you are registering on behalf of a legal entity, you are duly authorized to bind that entity to this Agreement.
Your use of the Services complies with all applicable laws, including any relevant regulations related to payment card processing, anti-money laundering (AML), and other laws governing the financial services industry.

ONYX, as a licensed Canadian company, complies with all applicable regulatory frameworks, including those set by Canadian authorities. We reserve the right, in our sole discretion, to refuse or terminate access to the Services at any time for any reason, including non-compliance with this Agreement.

3. USE OF THE SERVICES
3.1. Permitted Use
You agree to use the Services solely for lawful purposes and in accordance with this Agreement. Specifically, you agree to:

Provide accurate, complete, and up-to-date information during registration, and promptly update such information as necessary.
Maintain the confidentiality of your account credentials and ensure that no unauthorized person accesses your account.
Use the Services only for their intended purposes, including secure card processing, payouts, and risk management, and in compliance with all applicable regulatory requirements.

3.2. Prohibited Use
You agree not to use the Services for any unlawful, fraudulent, or unethical purposes, including but not limited to:

Engaging in money laundering, financing terrorism, or any other illegal activities.
Using the Services to process payments for prohibited goods or services, as outlined by applicable laws and regulations, or for any activities that contravene industry standards.
Engaging in activities that could damage, disable, overburden, or impair the Services or interfere with other users’ access to and use of the Services.
Transmitting or storing content that violates intellectual property rights or that is offensive, defamatory, obscene, or otherwise unlawful.
Using the Services to transmit viruses, malware, spyware, or engage in phishing or other fraudulent schemes.

ONYX reserves the right to suspend or terminate your access to the Services immediately if you engage in any prohibited activity.

4. REGISTRATION AND ACCOUNT MANAGEMENT
4.1. Account Creation
To access and use the Services, you must create an account by completing the registration process. You agree to provide accurate, current, and complete information during registration, and to update such information promptly if there are any changes. You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

By using the Services, you acknowledge and agree to the collection, processing, and storage of your personal data in accordance with our Privacy Policy, which is incorporated into this Agreement by reference. ONYX complies with all applicable data protection laws. We implement robust security measures to protect your data, but cannot guarantee complete security due to the inherent risks of online data transmission. By using the Services, you acknowledge and accept these risks.

4.2. Account Termination
ONYX reserves the right to suspend, restrict, or terminate your access to the Services at any time, at its sole discretion, without prior notice, if you violate any provision of this Agreement or engage in any unlawful or prohibited activity.

5. Consent to Electronic Communications and Solicitation
(a) In this Agreement:
“Electronic Channel” means any telecommunication or electronic transmission method which may be used in connection with our Services, including computer, internet, network, telephone, mobile phone, smart phone, SWIFT, email, facsimile or bank wire.
“Electronic Communication” means any statement, information, disclosure, notice, request, agreement, consent or other communication sent, received or accepted using an Electronic Channel.
By registering to use the Service, you understand that we may communicate with you, by Electronic Communication, regarding the Service, including but not limited to:
(i) notices about your use of the Service, including any notices concerning violations of use;
(ii) updates; and
(iii) promotional information and materials regarding ONYX’s products and services, via electronic mail. We give you the opportunity to opt-out of receiving promotional electronic mail from us by following the opt-out instructions provided in the message.
(b) Any Electronic Communication that we receive from you, or in your name, or purporting to be from you or in your name or any other person on your behalf in connection with our Services, will be considered to be duly authorized by and enforceable against you. ONYX will be authorized to rely and act on any such Electronic Communication.
(c) The terms of our Privacy Policy are incorporated by reference and form part of this Agreement.

6. Third Party Content
To the extent that the Service contains content and information from third party providers and/or links to their websites (“Third Party Content”), such content is not under the control of ONYX and ONYX is not responsible for such content, including, without limitation, any link contained in such content, or any changes or updates to such content. ONYX is providing such Third Party Content to you only as a convenience, and the inclusion of such content does not imply endorsement by ONYX of such content or the affiliate. You may be subject to additional and/or different terms, conditions, and privacy policies when you use third party services, content, software, or sites. ONYX does reserve the right to remove content that, in ONYX’s judgment, does not meet its standards, but ONYX is not responsible for any failure or delay in removing such material. ONYX is not and will not be responsible for
(i) the terms and conditions of any transaction between you and any third party,
(ii) any insufficiency of or problems with any such third party’s background, insurance, credit or licensing, or
(iii) the quality of services performed by any such third party or any other legal liability arising out of or related to the performance of such services.
In the event that you have a dispute with any such third party, you release ONYX (and its affiliates, suppliers, agents and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

7. INTELLECTUAL PROPERTY RIGHTS
7.1. ONYX’ Intellectual Property
All intellectual property rights, including but not limited “ONYX” and all related logos, marks and trade names relating to the Service are either trademarks or registered trademarks of ONYX and our subsidiaries and affiliates. You are granted a non-exclusive, non-transferable, limited license to access and use the Services for their intended purposes, as set forth in this Agreement. Any reproduction, modification or redistribution of the software is expressly prohibited, and may result in severe civil and criminal penalties. ONYX’s software, its structure, sequence and organization and source code are considered trade secrets of ONYX, its affiliates or its suppliers and are protected by trade secret laws. Without ONYX’s prior permission, you agree not to display or use in any manner, any of ONYX’s trademarks, whether registered or not.

7.2. Your Content
You retain ownership of any data, content, or information that you submit to the Services (collectively, “Your Content”). By submitting Your Content to the Services, you grant ONYX and our subsidiaries and affiliates a worldwide, non-exclusive, transferable and sublicensable, fully paid up, royalty-free license, while the Agreement is in effect, to use, transmit, communicate by telecommunication, display, publish, reproduce, distribute, modify, and create derivative works from your Your Content solely in connection with providing and to the extent necessary to provide the Service to you Your Content as necessary for the operation of the Services. You represent and warrant that you have the necessary rights and permissions to grant ONYX this license.

8. LIMITATION OF LIABILITY
Neither party shall be liable to the other party or to any third party for any consequential, indirect, special, incidental, reliance, or exemplary damages arising out of or relating to this agreement or the service, whether foreseeable or unforeseeable, and whether based on breach of any express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, or other cause of action (including, but not limited to, damages for loss of data, goodwill, profits, investments, use of money, or use of facilities; interruption in use or availability of data; stoppage of other work or impairment of other assets; or labour claims), even if such party has been advised of the possibility of such damages.

9. DISCLAIMER OF WARRANTIES
THE WEBSITE AND ITS CONTENTS AVAILABLE TO YOU ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ONYX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WHICH MIGHT APPLY TO THE WEBSITE AND ITS CONTENTS, INCLUDING, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES AS TO THE ACCURACY, RELIABILITY OR QUALITY OF ANY CONTENT OR INFORMATION CONTAINED WITHIN THE WEBSITE AND ITS CONTENTS. WE DO NOT GUARANTEE THAT THE SITE WILL BE UNDISTURBED OR ERROR-FREE. WE DO NOT GUARANTEE THAT THE SITE WILL BE MAINTAINED AND KEPT UP-TO-DATE ON A REGULAR BASIS, OR THAT ALL ITS PRODUCTS AND SERVICES WILL BE AVAILABLE ANYWHERE, ANY TIME AND TO ALL USERS. ONYX’S PARTIES ALSO DISCLAIM ANY WARRANTIES AND LIABILITY REGARDING THE ACCURACY, COMPLETENESS, SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE WEBSITE AND CONTENTS. SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR DISCLAIMER OF CERTAIN TERMS OR WARRANTIES, SO THE ABOVE EXCLUSIONS IN WHOLE OR IN PART MAY NOT BE APPLIED FULLY IN YOUR COUNTRY OR JURISDICTION. IF THE ABOVE EXCLUSIONS ARE NOT FULLY ENFORCEABLE UNDER APPLICABLE LAW, THEY WILL APPLY TO YOU TO THE EXTENT THEY ARE ENFORCEABLE. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM COUNTRY TO COUNTRY.

10. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless ONYX, its affiliates, officers, directors, employees, agents, and licensors from and against any claims, losses, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees) arising out of or in connection with:

Your breach of any provision of this Agreement.
Your use or misuse of the Services, including any violation of applicable laws or regulations.
Any third-party claim arising from Your Content or any transaction facilitated through the Services.

11. TERMINATION AND CANCELLATION
(a) You may cancel your use of the Service at any time.
(b) You agree that your right to cancel your use of the Service shall be your sole right and remedy if you object to:
(i) any term of this Agreement or ONYX’s enforcement or application of any such term;
(ii) any policy or practice of ONYX, including ONYX’s Privacy Policy, or ONYX’s enforcement or application of these policies;
(iii) the content available through the Service or any change in content provided through the Service; or
(iv) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods.
c) ONYX may suspend or terminate your access to the Services, with or without notice, if:
(i) You breach any provision of this Agreement or engage in any illegal or unethical activity.
(ii) ONYXs is required to do so by applicable law or regulatory authority.

12. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of Canada. The competent courts in Canada shall have exclusive jurisdiction in any legal matter arising from or related to the website and these Terms and Conditions. However, this shall not prevent us from bringing any action in the court of any other jurisdiction for injunctive or similar relief.

13. GENERAL PROVISIONS
(a) Notice
Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon:
(i) personal delivery,
(ii) the second business day after mailing,
(iii) the second business day after sending by confirmed facsimile, or
(iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim).
(b) No partnership, etc.
Nothing contained in this Agreement will create a partnership, joint venture, principal-and-agent relationship, or any similar relationship between the parties.
(c) Severability
The invalidity or unenforceability of any particular term of this Agreement will not affect or limit the validity or enforceability of the remaining provisions.
(d) Waiver
No term or condition of this Agreement may be waived unless both parties sign a written waiver.
(e) Force Majeure
“Force Majeure” means any act, occurrence, condition, or event beyond the control of a party that materially affects the performance of that party’s obligations under this Agreement that could not reasonably have been foreseen or provided against, including such events as fires, power or equipment failures, labour strife, civil unrest, non-performance of our vendors or our suppliers and acts of God, but not including general economic conditions. Neither party is responsible for damages caused by delay or the failure to perform any of its obligations under this Agreement when the delay or failure is the result of Force Majeure. If a party contends that any of its obligations is suspended by reason of Force Majeure, that party must give notice to the other party, providing all necessary details. That party must give a similar notice as promptly as reasonably practicable when Force Majeure has ended.
(f) Survival
Without limiting the applicability of other terms and conditions of this Agreement, the terms of this Agreement that, by their nature, are intended to survive any purported or actual termination or expiry of this Agreement will so survive, including but not limited to the sections: Use of the Service, Registration, Consent to Electronic Communications and Solicitation, Third Party Content, Software Licenses, Copyright and Trademark Notices, Intellectual Property, Limitation of Liability, Disclaimer of Warranties, Indemnification, Remedies, General and Governing Law and Language and all additional terms and conditions necessary for the correct interpretation of the foregoing. Further, all monetary and non-monetary obligations of the parties owing and/or to be performed or discharged prior to the date of termination will survive termination until they have been performed or discharged.
(g) Construction
No provision of this Agreement shall be construed against any party merely because that party or counsel drafted or revised the provision in question. All parties have been advised and have had an opportunity to consult with legal counsel of their choosing regarding the force and effect of the terms set forth herein.
(h) Assignment
Either party shall be permitted to assign this Agreement to an affiliate or to a purchaser of all or substantially all of the shares or assets of the party upon written notice to the other party.
(i) Headings, Etc.
The headings used in this Agreement and its division into articles, sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.
(j) Enurement
This Agreement enures to the benefit of and binds the parties and their respective successors and permitted assigns.