PayTech Limited (“PayTech”) distributes, sells, installs, connects, services, repairs and manages the machines (“POS”) used to process digital cash (“debit”). PayTech also settles transactions and sets transaction fees.

The Merchant (which includes personal Guarantors set out in this Agreement) provides site space for a POS machine and commits exclusivity to PayTech, meaning that no other POS product or service shall be on the premises, directly or indirectly for the term agreed and no other device shall process transactions.

By signing this Agreement, the Merchant declares that the information provided in this agreement is accurate and complete; findings to the contrary may result in civil and/or criminal proceedings.

PayTech does not make any representations or warranties, except those expressly set out in this Agreement, including but not limited to, flawless or uninterrupted service.

The provision of service is dependent on Merchant approval by PayTech, Everlink Payment Services Inc. (“Everlink”), and any of PayTech’s other affiliates, as applicable.

The Merchant acknowledges that if this Agreement is found to contain any illegality or invalidity, it shall not influence or nullify the remainder of the Agreement.

The parties agree to this Application and Agreement, and acknowledge the consideration for such. The parties also acknowledge that in the event of a change in Federal or Provincial legislation and/or governing regulations affecting the Interac Association and /or the acquirer, the Agreements and fees set out herein are subject to change.

This Agreement becomes valid at the time of being accepted and authorized by PayTech Head Office at Toronto, Ontario.

TERMS AND CONDITIONS

1.0 Merchant Undertakings

1.1(a) The Merchant assumes full responsibility for equipment, including maintaining applicable insurance, as well as monitoring and servicing, keeping machines clean and in good repair, and addressing simple maintenance matters, such as paper jams. The Merchant shall provide a clean and independent power supply which complies with the terms set out in the POS user manual. The Merchant shall allow PayTech access to the POS machines on site without notice, during normal business hours.
1.1(b) The Merchant shall promptly report any problems, malfunctions or service requirements to PayTech. PayTech’s Service Contract applies to maintenance and assistance regarding standard wear and tear on loaner terminals. The Service Contract does not cover accessories such as batteries, wires and chargers, which have reached a normal life expectancy. The Service Contract does not cover misuse, including, but not limited to the permeation of liquids, the use of unwarranted paper, and physical damage, such as cracking, caused by dropping or rough treatment.
1.2 The Merchant shall display signage and/or advertising required by the Interac Association, as well as additional agreed upon signage and/or advertising.  The Merchant shall abide by all applicable Interac Cardholder Terms and Conditions and applicable By-laws and policies set by the Board of Directors of the Interac Association.
1.3 The Merchant shall inform PayTech of any Discrepancies to Settlement Fund within 10 days of the transaction date.
1.4 The Merchant consents to PayTech automatically closing batches for each terminal each day.
1.5 The Merchant authorizes PayTech to share data and information, including that regarding transactions, with the third parties that provide Merchant Services. The Merchant acknowledges that PayTech does not guarantee Merchant Services, such as cash advance, which is based solely on the Merchant’s credit and business type. The Merchant may re-apply for Merchant Services once every 6 months.
1.6 The Merchant acknowledges that if any fraudulent activity is performed using the POS, the Merchant may be charged a penalty of as much as, but not limited to, $10,000.00, which may be withheld from the Merchant Settlement Funds. In addition, all fraudulent activity will be reported to the appropriate authorities.
1.7 The Merchant shall pay in advance for services and equipment provided by PayTech or PayTech’s designated service providers, in accordance with this Agreement. Payment for equipment will be calculated from the date it is shipped.
1.8 Should the Merchant choose to lease a terminal, the terms and obligations therein do not apply to PayTech and do not represent or substitute the terms of this Agreement.
1.9 The Merchant shall keep and supply to PayTech, when requested, any receipts and data concerning transactions for up to one year from the date of Settlement of said transactions.

2.0 PayTech

2.1 PayTech’s responsibilities shall include, but not be limited to sales, connectivity Merchant Transactions, and warranty and service repair for the POS during the term of this Agreement, for the agreed upon service fees, shall apply only if the Merchant is not in arrears to PayTech. The Merchant may be charged applicable fees relating to repairs in accordance with Section 1.1 (b) of this Agreement. PayTech may debit fees associated with repair from the Merchant via Pre-Authorized Withdrawal, Merchant Settlement Funds/Deposits or Merchant Service Transaction Fees.
2.2 Debit customers may be charged a user and/or wireless fee per transaction for the use of the POS (“Convenience Fee”). The Convenience Fee shall be added to the withdrawal amount. PayTech shall be responsible for establishing, collecting and disbursing the Convenience Fee, set at the rate identified in this Agreement, as determined by PayTech and the Merchant.
2.3 PayTech shall transfer all validated Merchant Funds/Deposits in accordance with all applicable legislation and regulations regarding its POS. PayTech agrees to make reasonable efforts to settle all cash disbursed by POS on or before the second business day following the date of the transaction, but shall not be held liable for delays in settlement caused by events or circumstances beyond its control.
2.4 The Merchant agrees that PayTech is not liable for any damages or losses the Merchant may suffer as a result of equipment errors or failures, nor is PayTech liable for disputes regarding settlement funds.
2.5 PayTech reserves the right to change the terms and conditions of this Agreement as necessary, including, but limited to, those related to Merchant Services. PayTech also reserves the right to change any fees at its sole discretion, as a result of, but not exclusive to, changes in Association fees or pricing by third party providers, without the consent of the Merchant.
2.6 In the event of a claim brought against PayTech, the Merchant agrees that PayTech’s liability is limited to $100.00, regardless of the incidents or reason for the claim, including but not limited to lost profits, wages, materials, equipment, and any and all consequential and/or direct damages suffered by the Merchant.
2.7(a) Everlink or PayTech may alter the Merchant liabilities set out in the Agreement without giving notice or obtaining consent, at any time, including but not limited to granting renewals, indulgencies, releases or discharges; create new or increase existing rates of fees relating to Merchant liabilities; or otherwise deal with the Merchant liabilities, Liabilities of any Guarantor or any other Person as required.
2.7(b) PayTech may terminate this Agreement without giving notice or obtaining consent, at any time, if the Merchant has been found to pose an unacceptable risk to the integrity of the services. 

3.0 Mutual Undertakings

3.1 Notice: Notices required to be given to either party shall be written and sent by fax to PayTech at (416) 551-9114 and to the Merchant at the address provided on this application/Agreement.
3.2 This Agreement shall remain in effect for a period of 48 months from the date the agreement is signed.
3.3 At the end of the first and each following term of this Agreement, it shall automatically renew for further periods of 48 months on the date of the commissioning of the POS, except in the event that either party gives notice in writing at least one hundred and twenty days prior to said date.
3.4 In the event of a material breach of any of the terms and conditions of this Agreement, either party may terminate the Agreement, provided the other party has been notified and had forty five days to remedy the breach and failed to do so. In the event of termination by PayTech, in accordance with this section or Section 2.7 (b), the Merchant shall remain responsible for all debts and financial liabilities incurred to the date of termination.

4.0 Fees

4.1 The Merchant authorizes PayTech to withdraw the portion of Merchant User Fees allotted to PayTech each month, according to the Merchant’s account on file, via Pre-Authorized Withdrawal.
4.2(a) The Merchant shall pay the Merchant Service Transaction Fee at the rate identified in this Agreement for each transaction, plus fifteen cents for each credit and admin transaction, and twenty cents for each incomplete transaction. All fees associated with the processing of transactions by any 3rd party provider with whom the Merchant has entered into an agreement in connection with this agreement shall be paid by the Merchant.
4.2(b) 40 KB of airtime per month is included in the amounts set out in this Agreement. The Merchant will be charged an additional fee of $10.00 per month for any overage beyond 100 KB of airtime usage.
4.3 The Merchant shall be charged $100.00 for administrative fees for each item regarding account changes and other general administrative adjustments. Administrative fees are subject to change without notice.
4.4 The Merchant shall pay $1,500.00 for any unreturned POS terminal, which PayTech reserves the right to withdraw directly from the Merchant’s bank account via Pre-Authorized Withdrawal, charge to the Merchant’s Credit Card information on hand, or withhold from any Merchant Settlement Funds and/or Deposits or Merchant Service Transaction Fees.
4.5 The Merchant shall be charged interest in the amount of 28.8% per annum for any payments of moneys owing to PayTech.  
4.6 The Merchant acknowledges that PayTech may deactivate a SIM card or wireless service for any unauthorized use, abuse and/or a period of sixty days of, and that there is a reactivation fee of $50.00 which would be applied to the Merchant’s account.
4.7(a) The Merchant will be charged a 25 dollar fee per NSF cheques or failed attempts to withdraw payment via Pre-Authorizes Withdrawal.
4.7(b) The Merchant will also be required to pay $500.00 per incident as a security deposit for machine and account reinstatement. After forty eight months of uninterrupted service, the Merchant may apply to have the security deposit refunded. The Merchant shall pay any legal and court fees incurred as a result of a claim against the Merchant for breach of this or any other PayTech Agreements.
4.8 (a) In the event that the Merchant terminates services prior to the end of a term, except in accordance with Section 3.3, a $350.00 cancellation fee will apply to each terminal plus a $19.00 SIM card deactivation fee per month remaining on the term.
4.8(b) In the event that the Merchant deactivates their equipment, a $99.00 fee shall apply.  
4.8(c) In the event that any agreed-upon equipment is not accepted upon delivery, a $750.00 restocking fee shall apply.
4.8(d) In the event that any agreed-upon equipment is not accepted upon delivery, but a replacement or alternative terminal is requested, a $149.00 deployment fee shall apply, plus applicable shipping expenses*.
4.8(e) A Merchant that fails to process a Transaction for ninety (90) consecutive days will be deemed to have terminated this Agreement and will be subject to an early termination fee, as set out at (a) or a reconnection fee of $249.00.
4.9 In the event of termination of service, additional cancellation fees may apply to Merchant Services and/or other services offered by other companies, regardless of their association with PayTech.
4.10 In the event of early termination, as set out at Section 4.8 (a), PayTech reserves the right to withdraw the termination damages directly from the Merchant’s bank account via Pre-Authorized Withdrawal, charge to the Merchant’s Credit Card information on hand, or withhold from any Merchant Settlement Funds and/or Deposits or Merchant Service Transaction Fees.

*For more information regarding fees, please see our fee schedule online at www.paytech.ca.

5.0 End User License Agreement

5.1 The POS Software products included in the Agreement are sub-licensed pursuant to the ELUA.
5.2 The sub-license hereby granted is subject to the terms and conditions of the ELUA, which defines what you may and may not do with the software, as well as containing limitations of warranty and other legal obligations.
5.3 The sub-license hereby granted shall be upon the terms and conditions contained in the ELUA. Use of the software is your acknowledgement that you agree to the terms and conditions of the ELUA. There will be a $100.00 annual software licensing fee that will be deducted via Pre-Authorized Withdrawal either yearly in a lump sum or monthly in twelve equal payments.
5.4 The sub-license hereby granted shall terminate upon termination of the ELUA.

6.0 Indemnify

6.1 The Merchant shall indemnify PayTech, its directors, shareholders, officers and employees from liability, damage or expense as a result of any acts or omissions on behalf of the Merchant or anyone employed or engaged by the Merchant. The Merchant shall assume the defence of any demand, action or proceeding, unless otherwise prescribed by PayTech. PayTech reserves the right to be represented by its own counsel at its own expense in any such demand, action or proceeding. 

7.0 Right of First Refusal

7.1 During the term of this Agreement or any Renewal term, the Merchant shall provide PayTech with a right of first refusal to provide Merchant Transaction Services and allow PayTech the opportunity to match offers made by competitor companies upon expiry of this Agreement. 

8.0 General

8.1 Assignment: Paytech may assign this Agreement in whole or in part without the prior consent of the Merchant.