These Terms and Conditions (the "Terms") form a legally binding agreement between Fluxpay Ltd., an Ontario corporation registered under corporation number 1001183005 and holding MSB licence number C100000641, with its registered address at 130 Spadina Avenue, Suite 807, Toronto, Ontario, M5V2L4, Canada ("Fluxpay", "we", "us", or "our"), and each Client (as defined below) that accesses, visits, registers for, or uses Fluxpay’s services or the website located at https://fluxpays.com/ and any related domains, subdomains, mobile applications, interfaces, APIs, documentation, or portals operated by Fluxpay.
Fluxpay and Client are each a "Party" and together the "Parties".
By accessing or using the Website, opening or applying for an Account (as defined), entering into any agreement with Fluxpay, or using any Services (as defined), you confirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any policies, schedules, notices, lists, disclosures, procedures, or additional terms referenced in or hyperlinked from these Terms or the Website (collectively, the "Fluxpay Policies"). If you do not agree, do not use the Services.
Your continued use of the Services constitutes your reaffirmation and acceptance of these Terms as updated from time to time. These Terms apply in addition to, and in the event of any conflict may be supplemented by, a separate master agreement or services agreement executed between you and Fluxpay (the "Agreement"). Where the Agreement specifies different fees or terms for a particular Service, the Agreement will control for that Service; otherwise, these Terms govern.
I. DEFINITIONS
1.1. For clarity and consistency across these Terms, capitalized terms have the following meanings:
a) Account – shall mean the Client’s E-Money account (and any sub-accounts) opened, provided, or maintained by Fluxpay for the purposes of and subject to concurrent instruction of the Client for any funds received to be immediately transferred in accordance with these Terms.
b) Agreement – shall mean any separate written agreement between Fluxpay and Client governing the provision or receipt of Services, including any schedules, annexes, order forms, or amendments;
c) Alternative Payment Method or APM – shall mean a Non-Card payment method that enables processing of Transaction payments (including, by way of example, carrier billing or payments from a phone account), and any other agreed payment means not covered by the definition of a Card;
d) Base Currency – shall mean the reference currency chosen by the Client during Account set-up or while using the Account (if applicable);
e) Business Day – shall mean any day on which Fluxpay is open for business and provides Services, excluding Canadian national holidays, statutory non-business days in Canada, and any other days that Fluxpay notifies Client in advance are non-business days;
f) Business Relationship – shall mean the overall relationship between Fluxpay and the Client while Fluxpay provides Services to the Client, including pre-contract verification and onboarding;
g) Card (if available) – shall mean a payment card (including virtual cards) branded by, without limitation, Visa or Mastercard that may be used to conduct Transactions where card acceptance is enabled;
h) Customer – shall mean an end user or purchaser of the Client’s goods or services;
i) Client (or "you", "your") – shall mean an Account holder or applicant for opening an Account with Fluxpay, being a legal entity, sole proprietor, merchant, self-employed person, or other entity engaged in lawful commercial or professional activity that enters into a Business Relationship with Fluxpay;
j) Communication – shall mean any instructions, orders, documents, logs, consents, notices, authorizations, messages, or other information transmitted between the Parties via permitted channels;
k) Deductions – shall mean all losses, expenses, damages, assessments, fees, charges, penalties, sanctions, fines, interest, and similar amounts arising in connection with the performance, breach, or enforcement of these Terms and/or any Agreement, including any resulting from violations of applicable Regulations;
l) Deposit – shall mean the placement of funds in exchange for E-Money to the Account of the Client, for them to be transferred immediately with the concurrent instruction from the Client;
m) E-Money – shall mean electronically stored monetary value representing fiat currency, backed by funds and issued for the purpose of making Transactions via the Fluxpay System;
n) Fees – shall mean any fees, rates, commissions, margins, spreads, and charges payable to Fluxpay for the provision of Services, as agreed in the Agreement, as amended from time to time;
o) Fluxpay System or System – shall mean Fluxpay’s software/hardware platform accessible through the Website or any other access method authorized by Fluxpay, that supports immediate funds transfer functionality and standardized processing, clearing, and/or settlement of payment transactions, accessible via the Website and/or Fluxpay mobile application, including related APIs, interfaces, operational tools, and access points;
p) Login Credentials – shall mean unique identifiers or credentials used to access the Account, including account number, login, password, multi-factor credentials, one-time passcodes, push confirmations, and any other verification data processed in accordance with the Privacy Policy;
q) Personal Data - shall mean any information relating to an identified or identifiable natural person;
r) Prohibited Conduct – shall mean means any act or omission by the Client as defined in these Terms, specifically in Section III;
s) Regulations – shall mean the Rules of the International Payment System(s), APM systems, and all applicable laws, regulations, directives, guidelines, circulars, sanctions regimes, supervisory instructions, and standards relevant to the Services;
t) Rules of the International Payment System(s) – shall mean rules, mandates, operating regulations, technical standards, and brand requirements of card networks (e.g., Visa Europe, Mastercard Worldwide) that apply to brand usage, Transaction processing, data, security, and acceptance obligations;
u) Rules of the APM System(s) – shall mean rules, technical requirements, operating regulations, and brand requirements of applicable APM providers;
v) Services – shall mean all services offered by Fluxpay under these Terms and/or an Agreement, including provision and maintenance of Accounts, issuance and redemption of E‑Money, execution of payment transactions, provision of payment instruments, access to the Fluxpay System, currency exchange, virtual currency services (if enabled), and any ancillary or support services;
w) Terms – shall mean these Terms as published at the Website (or a successor URL) and as amended from time to time, together with any schedules, annexes, or incorporated Fluxpay Policies;
x) Transaction – shall mean any act initiated by the Client that results in placing, receiving, transferring, exchanging, or withdrawing funds, E-Money, or (if available) Virtual Currency, whether via card, APM, internal transfer, or other supported method. Transactions are subject to applicable Fees and limits;
y) Virtual Currency – shall mean a digital representation of value (including but not limited to cryptocurrencies and tokens) that can be used for payment or exchanged for fiat currency or other virtual currency, where supported by Fluxpay;
z) Website – shall mean website, owned or controlled by Fluxpay (or operated on its behalf) under the domain https://fluxpays.com/ and any subdomains, including the pages, content, images, videos, user interfaces, forms, and underlying code (HTML/CSS/JavaScript and server-side code), and any updates or modifications to the foregoing;
aa) Transfer– shall mean an immediate funds transfer of E-Money from the Client’s Account to a payout destination designated and authorized by the Client in accordance with these Terms;
bb) You, yourself or your – shall mean the Client.
1.2. In these Terms headings are for convenience only and do not affect interpretation. The words "including", "include", and "includes" are deemed to be followed by "without limitation". References Regularions include amendments and re‑enactments. Singular includes plural and vice versa.
II. SERVICE AGREEMENT; RELATIONSHIP; IMPORTANT DISCLOSURES
2.1. By engaging the Services, creating or applying for an Account, or accessing the Fluxpay System, you: (a) represent and warrant that you are duly authorized to enter into these Terms, (b) accept these Terms and the Fluxpay Policies, and (c) agree that your use of the Services is governed by these Terms, the Agreement (if any), and applicable Regulations and if you do not agree, you shall not use the Services. You acknowledge and agree that:
(a) Fluxpay is not a bank or credit institution, and the Client’s Account is not a bank account or deposit account;
(b) Fluxpay does not act as trustee, fiduciary, escrow agent, or custodian with respect to E‑Money or funds in the Client’s Account;
(c) Fluxpay receives funds together with Client concurrent instructions to immediately transfer, apply, or redeem those funds for the purpose immediate Transfer or transfer of those funds from the Client. Processing may be delayed for compliance, risk, or operational reasons, or where third‑party financial institutions, payment networks, or processors are involved;
(d) E-Money or Virtual currency, and related Client’s funds, are considered to be “in transit”, i.e. funds, E-money or Virtual currency for which Fluxpay has received instructions from the Client to immediately transfer or withdraw them until the transfer or Transfer is complete, and are maintained within the Client’s Account which will not earn any interest and Fluxpay does not pay interest on any balances in the Account;
(e) Fluxpay provides access to Fluxpay System to authorized Clients only and enables them to purchase E-Money or Virtual currency or request their redemption, make payments to and accept payments from third parties;
(f) Fluxpay is an independent service provider and does not assume control over your business, goods, services, pricing, Client’s service, or fulfilment.
2.2. Specific conditions (including Privacy Policy, complaints procedures, non‑serviced countries, restricted activities, and similar notices) may be published on the Website or within the Fluxpay System and are incorporated by reference. You undertake to review them regularly. Your continued use of the Services constitutes acceptance of any updated conditions.
III. PROHIBITED JURISDICTIONS AND ACTIVITIES
3.1. Fluxpay does not accept payments from or to such countries and territories in accordance with the laws, regulations and internal policies, including but not limited to Afghanistan, Albania, Algeria, Angola, Argentina, Bahrain, Bangladesh, Barbados, Belarus, Benin, Bhutan, Bolivia, Bosnia and Herzegovina, Botswana, Brazil, British Antarctic Territory, Bulgaria, Burkina Faso, Burundi, Cambodia, Cameroon, Cabo Verde (Cape Verde), Central African Republic, Chad, China, Colombia, Congo DR, Cote D'Ivoire, Croatia, Cuba, Djibouti, Dominican Republic, Ecuador, Egypt, El Salvador, Equatorial Guinea, Eritrea, Eswatini (Swaziland), Ethiopia, Fiji, Gabon, Gaza Strip, Ghana, Guam, Guatemala, Guinea, Guinea Bissau, Guyana, Haiti, Honduras, Iran, Iraq, Jamaica, Jordan, Kenya, Kiribati, Kosovo, Kuwait, Laos, Lebanon, Lesotho, Liberia, Libya, Macedonia FYR, Madagascar, Malawi, Maldives, Mali, Mauritania, Mexico, Monaco, Morocco, Mozambique, Myanmar (Burma), Namibia, Nepal, Nicaragua, Niger, Nigeria, North Korea, Northern Cyprus, Oman, Pakistan, Palau, Panama, Paraguay, Peru, Philippines, Puerto Rico, Qatar, Russian Federation, Rwanda, Samoa, Sao Tome and Principe, Saudi Arabia, Senegal, Sierra Leone, Somalia, South Africa, South Sudan, Sri Lanka, St. Lucia, Sudan, Suriname, Syria, Tajikistan, Tanzania, Timor Leste, Togo, Trinidad & Tobago, Tunisia, Tuvalu, Uganda, USA, Vanuatu, Vatican City, Venezuela, Vietnam, Virgin Islands (US), West Bank, Yemen, Zambia, Zimbabwe, Regions of Ukraine: Crimea, Donetsk, Luhansk & all occupied territories and any other jurisdiction where it would be illegal under applicable laws and regulations with regard to the Fluxpay.
3.2. Client’s usage of the Services is restricted to lawful purposes and adherence to the stated Terms and Agreement. When engaging our Services the Client agrees and undertakes not to:
a. breach these Terms, Agreement and other applicable laws, statutes or regulations;
b. use our Services for purposes of breaching rights of Fluxpay, other third parties, including (without limitation) copyrights, patents, trademarks or any other intellectual property rights;
c. use Services provided by Fluxpay that may result in dispute, claim, fines etc.;
d. use Fluxpay Services for a Transactions that may be considered illegal;
e. use Services to obtain a cash advance from credit/debit card (or assist others to do so);
f. use Services in a manner that may result in abuse of a bank's reversal process, credit card system or violation of credit card association rules;
g. refuse to cooperate in an investigation, to confirm Client’s or Client representative’s or beneficial owner’s identity or information Client provides to Fluxpay or refuse to let Fluxpay have information or documents that Fluxpay may receive from Client under any applicable law and these Terms;
h. provide fraudulent documents, false, incomplete, inaccurate or misleading information as reasonably requested by Fluxpay pursuant to Terms or Agreement;
i. use any automated means, like robots, spiders, or other devices, to access the Website, Fluxpay System, including monitoring or copying any materials;
j. engage in any conduct that could hinder or disrupt anyone's use or enjoyment of the Website, Fluxpay System or that could potentially harm the Fluxpay, other Client, or expose them to liability;
k. attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Website, Fluxpay System or associated servers, computers, or databases;
l. tamper, hack, modify, damage, interfere with or otherwise corrupt the security or functionality of Fluxpay Services, or attempt to do so;
m. employ any method to disrupt the proper functioning of the Website, Fluxpay System, including the introduction of malicious software or harmful material;
n. transmit or solicit the transmission of any advertising or promotional materials, such as spam, junk mail, chain letters, or similar solicitations;
o. assume the identity of the Fluxpay, any employee, another user, or any other individual or entity, including the utilization of associated email addresses;
p. employ the Fluxpay System in any manner that could impair, overload, damage, or disable it, or interfere with another party's use, including real-time activities;
q. use manual processes to monitor or copy Website, Fluxpay System materials without prior written consent;
r. breach any pertinent federal, state, local, or international laws or regulations, encompassing those governing data or software exportation;
s. otherwise attempt to disrupt the normal operation of Fluxpay.
3.3. The Client shall not, and shall not attempt to: (i) tamper with, hack, penetrate, probe, or test the vulnerability of the Fluxpay System; (ii) bypass, disable, or defeat any security or authentication measures; (iii) decompile, reverse engineer, or otherwise modify the Fluxpay System except to the extent expressly permitted by law; (iv) introduce malware, bots, or other harmful code; or (v) otherwise interfere with the security, integrity, availability, or proper functioning of the Fluxpay System or any related networks or services.
3.4. Fluxpay may monitor use of the Services and investigate any suspected Prohibited Conduct or security incident.
3.5. If Fluxpay reasonably suspects Prohibited Conduct, fraud, or a security incident involving the Account or the Services, Fluxpay may, without prior notice, immediately: (i) freeze or restrict the Account (in whole or in part); (ii) place holds on Transactions; and/or (iii) suspend access credentials, pending investigation.
3.6. Fluxpay will notify the Client of any freeze, hold, or suspension without undue delay, unless such notice is prohibited by law or a competent authority, or would compromise security. The Client will promptly cooperate with Fluxpay’s investigation, including by providing information reasonably requested.
3.7. Fluxpay will lift any freeze, hold, or suspension promptly after the investigation concludes and Fluxpay determines, acting reasonably, that continued restrictions are no longer required. If Prohibited Conduct is confirmed, Fluxpay may keep restrictions in place as reasonably necessary and may take remedial actions, including termination under these Terms, Agreement and recovery of losses.
3.8. This list of restricted activities indicated herein is not exhaustive, and it is the Client's responsibility to ensure that Client does not use Services for transactions and other purposes that may be considered illegal.
IV. VERIFICATION, KYC/AML, AND AUTHORIZATION
4.1. Fluxpay provides the Services only to authorized Clients that have been duly authorized by Fluxpay after all authorizations/verifications were carried out by Fluxpay.
4.2. During verification and authorization process and throughout the Business Relationship, Client must promptly (within three (3) Business Days unless a shorter period is specified by law, regulator, or a card network) provide accurate, complete, and up‑to‑date information and documentation reasonably requested by Fluxpay in order to comply with applicable Regulations, including KYC/CDD/EDD, sanctions screening data, beneficial ownership and control information, business model details, geographies, licensing, and Transaction data. Fluxpay may request updates at any time. If you fail to provide information within the stated time, Fluxpay may suspend or close the Account.
4.3. All information may be received in English only and English shall be the language used for purposes of these Terms and for further communication between the Client and Fluxpay.
4.4. Fluxpay is under no obligation to accept and/or authorize any Client. Fluxpay, upon its full discretion, shall determine the scope of information which may be requested from the Client and to decide on which terms and conditions the Client is accepted and authorized.
4.5. It is the obligation of Client to provide (and Fluxpay has rights to request accordingly from time to time) up-to-date information on all Clients and Fluxpay, therefore, has the rights to request any additional information from time to time which the Client shall be obliged to provide. If the Client fails to provide the requested information within the period specified by Fluxpay, provides materially inaccurate or incomplete information, or if Fluxpay reasonably determines that continuing the relationship would violate law or regulatory guidance, Fluxpay may, in its sole discretion, immediately: (i) suspend access to the System (in whole or in part); and/or (ii) terminate this Agreement and the Client’s Business Relationships with Fluxpay with immediate effect.
4.6. The Client warrants and represents that all information/documentation provided to Fluxpay, whether upon request or otherwise, is true, complete, and up-to-date to the best of the Client’s knowledge.
4.7. The Client shall immediately (within 3 (Three) Business Days) notify Fluxpay in case of any changes in circumstances or facts to any information and/or documents provided during Client’s authorization procedure.
4.8. Once the Client is verified, accepted and authorized by Fluxpay, the Client will be provided with the Account with Fluxpay. The Account is personal and only the Client has a right to access and use Fluxpay Services within it and only in the frame of stated and declared activity and purposes in the application for the Account (in case planned activity and purpose changed — new application for the Account shall be submitted for the review to Fluxpay). The Client shall take all the measures necessary to protect the Login Credentials (such as: password, Login Code user ID and any other strictly personal security features) of the Account and only use the Account in accordance with these Terms and Agreement.
4.9. The Client and Fluxpay are entitled to use any means of communication, such as telephone, email, mobile communication application, and other similar technological solutions for Communications purposes either provided by Fluxpay or not.
4.11. The Client discharges Fluxpay from any liability in contract or in tort, with regards to any disruption of Communications arising from the materialization of Telecommunications Risks and other risks and circumstances envisaged above in clause 4.10. Fluxpay shall not be liable for any direct, indirect, incidental or implied consequences for the Client or any third party attributable to Telecommunications Risks. Fluxpay does not warrant that it will be able to maintain a continuous, uninterrupted link with the Internet, and may not be held liable therefor.
4.12. Subject to Privacy Policy of Fluxpay, for the purposes of performance of contractual obligations between Client and Fluxpay (without prejudice to other applicable legal basis), Fluxpay reserves the right and may record and/or protocol all telephone conversations, Internet exchanges (including chats during registration process), emails and meetings between the Client and Fluxpay, and use such recordings or transcripts of such recordings as evidence vis-à-vis any party (including but not limited to regulatory authorities and courts of law) to whom Fluxpay deems it desirable or necessary to disclose such information in the course of any dispute or anticipated dispute involving Fluxpay and/or the Client. The Client may nonetheless not rely on the availability of such recordings.
4.13. The Client agrees that Fluxpay may provide notice or other information to the Client by posting it on the Website, including the posting of information which is only accessed by the Client by logging into Account, emailing it to the verified email address registered with Account, calling Client by phone, or sending an SMS message. The Client must have internet access and an email account to receive communications and information relating to the Services. Above mentioned access is completely under Client’s own responsibility.
4.14. With the exception of amendments to these Terms, the above-mentioned notice shall be considered to be received by the Client within 24 (twenty-four) hours of the time it is posted to the Fluxpay Website or emailed to the Client. If the notice is sent by mail, Fluxpay will consider it to have been received by the Client 3 (Three) Business Days after it is sent.
4.15. Notices to Fluxpay made in connection with these Terms must be sent by email to support@fluxpays.com.
V. REGISTRATION AND ACCOUNT USE
5.1. Login and authorization
5.1.1. To use our Services, the Client must create an Account with the Fluxpay by providing accurate and complete information as detailed in Section IV. The Client is responsible for maintaining the confidentiality of Login Credentials.
5.1.2. The Client shall access its Account via Fluxpay Website and/or Fluxpay mobile application by entering Login Credentials. In case of any problems with login authorization, the Client shall request technical assistance by contacting Fluxpay.
5.1.3. After entered by the Client Login Credentials is verified by Fluxpay, the Client shall get access to the Account and shall be able to give payment transactions’ instructions to Fluxpay. In case when the Client suspects his Login Credentials is obtained by third party the Client shall immediately inform Fluxpay by asking to block his Account until full investigation and identification is carried out either by calling or by sending an email to Fluxpay.
5.2. Exclusive rights to use an Account
5.2.1. The Client shall keep all Login Credentials strictly confidential, use reasonable security measures to protect it from misuse, and not share it with any third party. The Client is solely responsible for all activities occurring under the Account, including instructions submitted using the Login Credentials, whether or not authorized by the Client.
5.2.2. Any person accessing the Account using the Login Credentials will be conclusively deemed to be the Client and authorized to act on the Client’s behalf, and Fluxpay may rely on such access and instructions without further inquiry. Fluxpay may, however, request additional authentication, postpone execution, or refuse instructions if Fluxpay considers it necessary for security, fraud prevention, sanctions, or legal compliance.
5.2.3. Upon the Client’s request, Fluxpay will promptly block the Account and/or Login Credentials. Fluxpay may also block or suspend access if Fluxpay suspects unauthorized use, fraud, security risks, or breach of these Terms, or for legal or regulatory reasons. Fluxpay will notify the Client of any block or suspension and the reason for it, unless prohibited by law. Only the Client may request unblocking, and Fluxpay may require re-identification and security reset before restoring access.
5.2.4. The Client acknowledges the electronic nature of the Fluxpay System which shall be provided strictly on “AS IS, WHERE IS”, “AS AVAILABLE” and “WITH ALL ITS FAULTS” basis.
5.3. Creation and maintenance of the Account
5.3.1. Upon authorized entrance into the Account, the Client shall be able to create E-Money sub-account in different currencies (as available) which are also referred to as sub-accounts and are recorded in Fluxpay E- Money System as sub-accounts in chosen by the Client’s Base currency.
VI. TRANSACTION HISTORY AND STATEMENTS
6.1. All the history of Transactions including charges, fees and margins, shall be recorded in the History section of the Fluxpay System and shall be available to the Client at any time. The Client shall also be able, for an additional fee described at the Website, to request Fluxpay to confirm to the Client any Transaction made and Fluxpay will be obliged to confirm any Transaction made on the Account. History also indicates statutes of the Transactions as completed, cancelled or pending.
6.2. Client may also request statements with regard to the Transactions. Fluxpay may charge a reasonable fee for archival retrieval or certified statements where permitted by law.
VII. DEPOSITS, TRANSFERS, AND PAYMENTS
7.1. In order to make the Transactions, the Client will firstly need to fund his Account by receiving E-Money transferred via Fluxpay System from the Customers.
7.2.1. The Client must provide the information requested and pass all identity and security validation and verification checks prior to the receiving of acceptance by Fluxpay, which shall allow receiving Deposits with concurrent instructions for payment. Fluxpay shall not be responsible for holding or safeguarding the Client’s funds.
7.2.2. For any Deposit, the Client authorizes Fluxpay to receive funds with concurrent instructions for them to be immediately transferred on behalf of the Client from the Account, less any applicable Fees and to place the E-Money to the banking account in accordance with details provided by the Client.
7.2.3. The Client understands and expressly agrees that the funds shall be deposited in one currency chosen by Fluxpay into the Client’s respective Account by depositing the respective amount in E-Money corresponding to that particular currency in its Account.
7.2.4. The Client further understands and agrees that in case, if the Client does not possess the Account in the currency deposited by the Customer, Fluxpay may automatically open, and the Client expressly authorizes and instructs Fluxpay to do so, the Account in that currency and deposit these funds to that corresponding Account to the Client’s depositing currency or it may be converted to another currency (at Fluxpay discretion) and in its turn due to cross-border payments regulations in different regions foreign exchange (FX) difference between the processed amounts and settlement amounts may occur. The Client acknowledges this fact and shall not raise any claims in relation to the mentioned conversion.
7.2.5. The Client understands, acknowledges and accepts that due to cross-border payment regulations in different regions and settlements an FX difference between the processed amounts and settlement-specific aspects amounts may occur, even though the Transaction currency and Account currency are the same.
7.2.6. The Client understands and accepts that Fluxpay, upon its full discretion, may impose certain limits on amounts of purchased E-Money/Virtual currency and/or impose special requirements and/or refuse to accept funds for their immediate transfer for E-Money/ Virtual currency purchase from the Client at the sole discretion of Fluxpay.
7.2.7. Deposit that has been successfully processed and the E-Money has been purchased and deposited into Client’s Account accordingly may not be cancelled by the Client and no refund is available.
7.3.1. The Transfer shall be available to the Client upon validation and verification. The Client must provide the information requested and pass all identity and security validation and verification checks prior to the Transfer authorization by Fluxpay. For any Transfer, the Client authorizes Fluxpay to perform Transfer from the Account into Client’s base currency via the Transfer source chosen by the Client less any applicable Fees.
7.3.2. The Client understands and expressly agrees that Fluxpay may only proceed with the Transfer of the Client’s funds with a corresponding instruction for their immediate Transfer into an account that is held in the Client’s name (Client is the account holder and beneficiary of the Account) at a credit institution, i.e. bank or into an account that is held in Client’s name at payment institution that has established cooperation with Fluxpay.
7.3.3. The Client acknowledges and agrees that Fluxpay may, to the extent required or permitted by applicable law, Regulations, regulatory guidance, court order, or request of a competent authority: (a) impose limits on the amount, frequency, or method of any Transfer; (b) require the Client to provide additional information, documents, or certifications (including KYC/AML and source-of-funds/source-of-wealth evidence); and/or (c) delay, suspend, or refuse to process a Transfer, until Fluxpay has received the requested information and determined, acting reasonably, that all applicable legal and regulatory requirements have been satisfied.
7.3.4. Deposits and Transfers are subject to Fees and currency conversion fees depending on the method used according to the Fee agreed in the Agreement, which the Client agrees to constantly observe. Furthermore, Deposits and Transfers may be subject to the imposition of limits that correspond to the level of information provided by the Client, and potential risk presented by the Client and may also be imposed at the sole discretion of Fluxpay.
7.3.5. By making Transaction the Client expressly confirms that all the data entered is correct and shall bear the full responsibility if any mistake appeared in the entered data.
7.3.6. By making Transaction the Client provides full authorization to Fluxpay to transfer the funds as instructed. E-Money will then be transferred within the Fluxpay System to the destination indicated by the Client. The execution of Transaction shall usually take place immediately, however, in case of technical malfunctioning the execution of Transaction may delay, in which case Fluxpay will make all efforts to fix the technical malfunctioning and proceed with the Transaction execution within a reasonable time.
7.3.7. The Client fully acknowledges that after proceeding with the Transaction the Client may no longer cancel or amend the Transaction. Thus, by making Transaction the Client irrevocably and unconditionally gives instructions to Fluxpay to proceed with it and does not intend to cancel or alter it.
7.3.8. Fluxpay enables Clients to initiate immediate Transactions to recipients identified by mobile phone number and/or email address, including individuals who do not yet have a Fluxpay account (each, a “User”), as follows:
(a) Onboarding Requirement. For a User to receive such a Transaction, the User must complete onboarding and be approved as a Fluxpay Client in accordance with Fluxpay’s internal policies and procedures and applicable law. Approval is at Fluxpay’s discretion;
(b) Processing Upon Approval. The Transaction will be processed and credited to the User’s account (not maintained by Fluxpay) promptly after the User is approved as of results KYC/AML verifications. The Client authorizes Fluxpay to hold the funds pending the User’s approval;
(c) Non-Approval or Failure to Onboard. If the User is not approved, fails to complete onboarding within the time specified by Fluxpay, or approval is otherwise denied or withdrawn, the Transaction will be canceled and the funds returned to the originating Client in the original amount and currency;
(d) Timing and Method of Return. Refunds to the Client will be made without undue delay after the applicable condition in subsection (c) occurs, to the original funding source where practicable (not maintained by Fluxpay). Currency conversion will not apply to such refunds unless the original funding was converted; if conversion is required, standard exchange rates and fees apply
(e) Notifications. Fluxpay will notify the Client of the status of the Transaction (including approval, denial, or lapse of onboarding) unless prohibited by law or by the request of a competent authority.
(f) Compliance. All Transactions under this Section are subject to applicable KYC/AML, sanctions, fraud, and other compliance reviews. Fluxpay may place holds or impose limits consistent with law and its policies. For clarity, until the User is approved and the Transaction is credited, no funds are released to the User and Fluxpay may treat the Transaction as pending. Pending Transactions may be canceled under subsection (c).
7.4. Virtual currency (if available):
7.4.1. Fluxpay System may allow the Client to exchange the Virtual currency by exchanging the Client’s own funds for Virtual currency, Virtual currency for the Client’s own funds, or Virtual currency for another Virtual currency.
7.4.2. Fluxpay, at its sole discretion, may also elect to allow the Client to transfer Virtual currency at the request of the Client, or receive a transfer of Virtual currency for remittance to a beneficiary, including to Fluxpay.
7.4.3. Fluxpay will use reasonable efforts to deliver the Virtual currency to the Client at the earliest reasonable time. The Client acknowledges that the delivery of the Virtual currency to the Client may be completed separately from the transferring process, and it may take time for the Virtual currency transfer to be processed. Fluxpay shall not be liable for any immediate transfers of the Virtual currency that experience processing delays (e.g., for compliance reasons such as screening for fraud or money laundering risk).
7.4.4. The Client acknowledges and agrees that, from time to time, Fluxpay may be unable to fulfill a Client request or deliver Virtual Currency, in whole or in part, due to one or more of the following:
(a) market illiquidity or extreme price volatility;
(b) system outages, maintenance, or technical failures affecting Fluxpay or third-party service providers, networks, or blockchains;
(c) delays, congestion, or failures on the relevant blockchain or payment rails;
(d) applicable law, sanctions, regulatory requirements, or requests from a competent authority;
(e) security, fraud, or financial crime concerns; or
(f) force majeure or other events beyond Fluxpay’s reasonable control.
7.4.5. If Fluxpay cannot fulfill a request or deliver Virtual Currency, Fluxpay will: (i) notify the Client without undue delay, unless prohibited by law or a competent authority; and (ii) cancel the affected order or place it on hold, and, if funds were debited and delivery cannot occur, return such funds to the Client in the original amount and currency to the original funding source where practicable, or otherwise to the Client’s Fluxpay account, in each case without undue delay, subject to applicable law and network conditions.
7.4.6. Any cancellation, delay, or non-delivery under this Section that occurs in good faith and in accordance with applicable law will not constitute a breach of this Agreement. Fluxpay will not be liable for losses arising from such unavailability, except to the extent caused by Fluxpay’s gross negligence, willful misconduct, or breach of this Agreement.
7.4.7. The Client acknowledges that Fluxpay will not be liable for any error with respect to the instructions the Client provides.
7.4.8. The Client understands and accepts the risks involved in exchanging and transferring the Virtual currency, including the fact that Fluxpay cannot guarantee that any Virtual currency will have, at any time in the future, a certain value (if any) or market liquidity. There is no guarantee that the Client will be able to exchange or transfer the Virtual currency to any third party at a later time, and at no event, will Fluxpay be obligated to exchange or transfer from the Client any Virtual currency, whether acquired from Fluxpay or otherwise.
7.4.9. Separate terms and conditions, including those relating to Virtual currency exchange or transfer methods, applicable Fees, warranties etc., may be agreed with the Client in the Agreement if the Client intends to transact with Virtual currency within the Fluxpay System.
8.1. The Client expressly agrees to duly pay for any Services provided, e.g. for international payment transfers and currency conversions, Transfers or amendments of payment transactions, searching and preparing printouts and documents, for performing any outstanding services for the Client by Fluxpay and sending reminders. Client expressly agrees to pay all the applicable Fees.
8.2. The Client acknowledges and understands that he is obliged to read and acknowledge Fees prior to instructing Fluxpay to make any Transactions or requesting any other Services. The Fees document contains all applicable interest rates, commissions and fees for Services provided by Fluxpay, thus the Client shall observe these at all times.
8.3. In case the Transaction initiated by the Client requires a currency exchange, the current spot rate provided by the liquidity provider will be applied. The Client acknowledges that changes to exchange rates will take effect immediately without prior notice, and the Client will not have the right to object to such changes.
8.4. The Client authorizes Fluxpay to debit any Fees owed by the Client under this Agreement directly from the Client’s Transfer at any time such Fees become due.
8.5. Fluxpay reserves the right to introduce new services and to, therefore, introduce new charges which the Client obliges to pay in accordance with these Terms and Agreement if the Client is willing to use them. New charges that are favourable to the Client may be introduced without prior notice.
8.6. Fluxpay is entitled to unilaterally change the Fees, unless otherwise defined in the Agreement. Any such change will be based on objective factors, including but not limited to changes in the scope of services, relevant market conditions, regulatory requirements, or cost of delivery etc. Fluxpay shall notify the Client of these changes in advance by setting the date when the new Fees take effect.
8.7. Fluxpay is entitled and the Client expressly consent to such right of Fluxpay to deduct, set off, or withhold from any amounts owed or payable by Fluxpay to the Client (including balances in the Account, pending payouts, or refunds) any losses, damages, liabilities, costs, expenses, chargebacks, fines, penalties, assessments, or other Deductions incurred or reasonably expected to be incurred by Fluxpay arising out of or in connection with: (i) the Client’s breach of these Terms or any Agreement with Fluxpay; (ii) the Client’s unauthorized use of the Services; or (iii) the Client’s violation of applicable laws or Regulations.
8.8. Where insufficient funds are placed on the Account to pay any Fees or Deductions that are due hereunder, the Client will not be able to use its Account until sufficient funds have been placed on the Account to allow the outstanding Fees to be deducted by Fluxpay. Fluxpay has a right to invoice the Client with amount of such outstanding Fees and Deductions, and the Client is obliged to pay such invoices immediately, but in no case later than within three (3) business days.
8.9. Client is responsible for assessing, collecting, remitting, and reporting all taxes, duties, levies, and similar charges arising from Client’s business and Transactions. Fluxpay does not provide tax advice and is not responsible for Client’s tax obligations.
9.1. The Client must comply with the conditions for executing Transactions set out in these Terms. The Client agrees not to initiate a chargeback for any Transaction made using the relevant payment instrument and credited to the Account, except where Fluxpay has failed to fulfill its obligations under these Terms in a manner that gives the Client a right to a refund under applicable laws, statutes or regulations or card/network rules.
9.2. Without limiting Fluxpay’s rights or remedies under these Terms or applicable laws, statutes or regulations, if the Client cancels, charges back, or reverses a Transaction, the Client will be liable to Fluxpay for the full amount of the Transaction (par value) plus any applicable fees, assessments, fines, penalties, or expenses imposed by any payment network, acquirer, processor, or other third party (the “Chargeback Costs”).
9.3. Fluxpay may, at its discretion, recover any cancelled, reversed, or charged-back Transaction amount and any Chargeback Costs by: (a) debiting or setting off such amounts against the incoming transaction; or (bc) invoicing the Client for such amounts, which will be due and payable upon receipt. The Client authorizes Fluxpay to initiate such debits and set-offs.
9.4. The Client will promptly provide Fluxpay with all information and documents reasonably requested to investigate, defend, or contest any actual or threatened chargeback, including proof of authorization, delivery, or service fulfillment.
X. UNCLEARED FUNDS AND PAYMENTS, NEGATIVE BALANCE
10.1. Certain Transactions may entitle Client to have E-Money credited to its Account before payment for E-Money purchase and applicable fees are cleared by Client’s designated financial institution or association or other payment service provider. In that case, Fluxpay may periodically present these uncleared payments to Client’s financial institution or association or other payment service provider, as applicable. In addition, Fluxpay may debit insufficient funds and uncleared payments from Client’s subsequent Transactions, as applicable, or collect them from Client in other ways.
10.2. Negative balance on Client’s account is a situation when there is insufficient E-Money in the Account. The negative balance on Client’s account may occur for various reasons described in these Terms. Any negative balance on Account is Client’s debt to Fluxpay with an immediate payment term. Fluxpay may require and collect payment from Client to cover an outstanding negative balance on Client’s Account at any time. Failure by Client to make payment is a breach of these Terms. Fluxpay may at any time send Client reminders or take other debt collection measures, including, but not limited to, mandating a debt collection agency or solicitors or pursuing a court claim. Fluxpay may also charge Client fees and expenses Fluxpay reasonably incur in connection with debt collection or enforcement efforts.
XI. SECURITY VALIDATION AND VERIFICATION CHECKS
11.1. Client acknowledges that certain Transactions require different types of identity and security validation and verification checks, including use of third- party validation and verification systems, and Client agrees to submit to these checks if Client chooses an option to which these checks apply.
11.2. Fluxpay may as of results verification checks of Client or its activity, if applicable, impose certain minimum or maximum limits on Transactions or restrict access to certain Services.
11.3. Fluxpay may validate and verify any information or data provided by the Client at onboarding and at any time thereafter, including on a periodic, event-driven, or risk-based basis.
XII. CLIENT’S WARRANTIES AND REPRESENTATIONS
12.1. Client warrants and represents that:
a. where it is a registered legal entity (in any form, e.g. LLC), the Client will have and maintain at least 1 (one) director who is domiciled in the place of the Client’s incorporation and registered address;
b. it will deliver the Client’s products or services to its Customers without undue delay and meet the other criteria applicable to its business activity;
c. the Client products or services that are made available to Customers comply with applicable law in any jurisdiction in or to which the Client is making its goods and services available;
d. the Client has at all times all requisite licenses and permits in place to engage in the advertising and provision of its goods and services; and
e. it is not receiving funds in connection with any illegal, fraudulent, deceptive or manipulative act or practice and that the Client is not sending or receiving funds to or from an illegal source;
f. it has full power, authority, and capacity to enter into Agreement with Fluxpay, to perform its obligations under Terms or Agreement, and to engage Fluxpay’s Services. The execution, delivery, and performance Client’s obligations under Terms or Agreement have been duly authorized by all necessary corporate or organizational action on the part of the Client, and this Terms constitute a valid and binding obligation of the Client, enforceable in accordance with its terms;
g. neither it nor any of its affiliates, directors, officers, or beneficial owners is subject to any local or international sanctions, embargoes, or other governmental restrictions that would prohibit or restrict Fluxpay from entering into Agreement or providing Services to the Client under applicable law;
h. there are no other agreements, legal restrictions, court orders, or other obligations that would prevent, restrict, or otherwise limit the Client’s ability to enter into Agreement with Fluxpay or to engage Fluxpay’s Services as contemplated herein.
12.2. The Client shall indemnify, defend, and hold harmless Fluxpay and its affiliates, directors, officers, and employees from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to any breach by the Client of its warranties, representations, undertakings or obligations under this Agreement.
XIII. AMENDMENTS AND MODIFICATIONS
13.1. Fluxpay shall be entitled to modify or amend these Terms at any time by giving a notice including but not limited to a notice given by email to the Client or posted on Fluxpay’s Website or presented when the Client accesses his Account.
13.2. Such changes, modifications and/or amendments shall become effective on the date specified in the notice unless expressly disapproved by the Client within 30 (thirty) calendar days as from the date of notification, however, any such objection shall constitute a notice by the Client to terminate any concluded agreements between the Parties and close all accounts within Fluxpay and in such case the parties may exercise their right to terminate the relationship in accordance with these Terms.
13.3. Fluxpay expressly reserves the right to use its Website to inform the Client about any changes in these Terms and the posting of a notice on Fluxpay’s Website shall be deemed a valid notification of such changes to the Client. The Client undertakes to regularly review Fluxpay’s Website and/or to regularly access his online reporting where relevant information may be published.
13.4. Notwithstanding the foregoing, Fluxpay will provide direct notice by email to the Client of any material amendments or modifications to these Terms that, in Fluxpay’s reasonable opinion, may significantly affect the Client’s use of the Services.
XIV. SUSPENDING AND CLOSING AN ACCOUNT
14.1. Client may close its Account upon 1 (one) month prior notice to Fluxpay. To do so, Client must notify the Fluxpay of Client’s decision to close Account. At Client’s request, Fluxpay may agree to close Account immediately. Client’s Account is closed immediately if Fluxpay receive notice from Client that it does not agree with changes to these Terms. If Client closes Account, Client is responsible for cancelling pending Transactions.
14.2. Upon closing of the Account or terminating Agreement Fluxpay may further process Client data strictly to the extent necessary to: (a) comply with applicable laws, regulations, and regulatory requests; (b) carry out statistical, analytics, or archiving purposes; or (c) protect and pursue Fluxpay’s legitimate interests (including fraud prevention, information security, service improvement, business continuity, and the establishment, exercise, or defense of legal claims), provided such processing is conducted in accordance with Fluxpay’s confidentiality obligations.
14.3. If Fluxpay processes Personal Data on behalf of Client, upon closing of the Account or terminating Agreement Fluxpay may further process Personal Data strictly to the extent necessary to: (a) comply with applicable laws, regulations, and regulatory requests; (b) carry out statistical, analytics, or archiving purposes; or (c) protect and pursue Fluxpay’s legitimate interests (including fraud prevention, information security, service improvement, business continuity, and the establishment, exercise, or defense of legal claims), provided such processing is conducted in accordance with Fluxpay’s Privacy Policy, subject to safeguarding measures such as data minimization, pseudonymization, anonymization, access controls, encryption, and other technical and organizational data-protection safeguards proportionate to the risks and the nature of the further processing.
14.4. Subject to these Terms and Agreement Fluxpay may close Client’s Account or any payment service associated with it by giving Client a 10 (Ten) Business Days prior notice. Fluxpay may at its discretion suspend or otherwise restrict the functionality of Account and Client’s right to request Transactions and receive E-Money transfers or close Account at any time without any prior notice, including, but not limited to, for any of the following reasons:
a. Fluxpay suspect unauthorized or fraudulent use of Account or that Client’s Account has been accessed without Client’s authorization;
b. Fluxpay suspect that any of the login details of Account has been compromised;
c. Fluxpay has reasonable grounds to believe that Client has seriously or persistently broken any provision of these Terms or Agreement;
d. Client inappropriately lets someone else use Account;
e. Client give Fluxpay false information or document(s) at any time;
f. Fluxpay have reasonable grounds to believe that Client’s Account has been used in connection with unauthorized or unusual credit/debit card or bank account use, including without limitation, a notice of the same by Client’s bank or credit/debit card issuer;
g. Client abuses the reversal or chargeback process through Client’s bank or credit card issuing institution;
h. Client refuses when requested to cooperate with an investigation or to provide adequate confirmation of identity or other identity or security information;
i. Client initiates or consent to Transactions that may be considered to be cash advances or assisting in cash advances;
j. Client’s Account has been used, attempted to be used or allegedly used in or to facilitate criminal or other illegal or fraudulent activity against Fluxpay or someone else, including, but not limited to, receipt or transfer of potentially fraudulent funds or proceeds of crime;
k. Fluxpay believes that Client’s Account or activities pose a security, credit or fraud risk to Fluxpay;
l. Fluxpay is complying with money laundering or terrorist financing investigations conducted by government authorities, agencies or commissions;
m. Client has offered threats or have been abusive to Fluxpay staff or its contractors;
n. Client becomes insolvent or bankrupt, or Client’s commercial activities are suspended or terminated;
o. Client puts Fluxpay in a position where Fluxpay might break a law that applies to Fluxpay if Fluxpay continues maintaining Client’s Account;
p. Client violates or Fluxpay has reason to believe that Client is in violation of any law applicable to Client’s use of Fluxpay Services;
q. Fluxpay reasonably believes that Fluxpay is required to do so by any applicable law or in order to comply with recommendations, decrees or instructions issued by a government authority or recognized body for the prevention of crime, or effective court order.
14.5. Unless informing Client would compromise reasonable security measures or otherwise be unlawful, Fluxpay will where practicable notify Client in advance or immediately afterwards of the closing of Account or suspension or restriction of the functionality of Account and Client’s right to request Transactions and receive E-Money transfers. If the reason for the suspension of Account can be reasonably cured or remedied, Fluxpay will notify Client of action to be taken to eliminate the reason and to restore the functionality of Account.
14.6. If Fluxpay suspects that Client is engaging in an restricted activity referred to these Terms, Fluxpay may contact the relevant government authority, recognized crime prevention body and other third parties and disclose details of any restricted activities, subject to Fluxpay Privacy Policy or any applicable law, and/or take legal action against Client.
14.7. If Client does not access Account for 9 (nine) consecutive months, Fluxpay shall be entitled to close it.
15.1. Confidential Information. Each party will keep confidential and not disclose to any third party any non‑public information of the other party that is identified as confidential or that reasonably should be understood to be confidential, including information relating to business, transactions, customers, personnel, technology, security, finances, pricing, and the terms of the Agreement (“Confidential Information”). Each party will use the other party’s Confidential Information only to perform its obligations or exercise its rights under this Terms and Agreement and will protect it using at least the same degree of care it uses to protect its own similar information, but no less than a reasonable standard of care.
15.2. Permitted Disclosures. A party may disclose Confidential Information: (a) to its and its Affiliates’ directors, officers, employees, professional advisers, auditors, insurers, and subcontractors who have a need to know it for the purposes of this Agreement and who are bound by confidentiality obligations no less protective than those in this Section; (b) as required to comply with applicable law, regulation, court order, or the binding request of a competent supervisory, regulatory, or law‑enforcement authority; or (c) with the disclosing party’s prior written consent. Where legally permitted, the receiving party will provide prompt notice to the disclosing party before any disclosure under item (b) to allow the disclosing party to seek protective measures.
15.3. Service Functionality; Limited Contact Display. Client acknowledges that, in the ordinary operation of the Fluxpay System and solely to facilitate Transactions and recommended payment methods within that system, Fluxpay may process and display to relevant counterparties limited Client contact identifiers (such as Client’s business name and, where operationally necessary, a designated business email and/or phone number). Such processing and display will be: (a) limited to what is necessary for initiating or completing Transactions or for enabling counterparties to identify the correct Client Account; (b) subject to Fluxpay’s confidentiality obligations, access controls, and data‑minimization measures; and (c) in accordance with applicable data protection laws and Fluxpay’s Privacy Policy.
15.4. Regulatory and Counterparty Disclosures. Client authorizes Fluxpay to disclose information relating to Client and relevant Transactions as required by applicable laws and regulations, sanctions and anti‑money laundering rules, card‑scheme/network rules, payment‑system operators, correspondent institutions, and other regulated counterparties involved in the processing, settlement, or compliance review of Transactions. Unless prohibited by law or regulator, Fluxpay will disclose only what is necessary for the stated purpose.
15.5. Exclusions. Confidential Information does not include information that: (a) is or becomes public through no breach of this Terms or Agreement by the receiving party; (b) was lawfully known to the receiving party without confidentiality restrictions before receipt; (c) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (d) is lawfully received from a third party without confidentiality restrictions.
15.6. Return or Destruction. Upon request of the disclosing party or upon termination of the Agreement, the receiving party will promptly return or destroy the disclosing party’s Confidential Information, except that the receiving party may retain copies to the extent required by law, regulation, bona fide internal recordkeeping, or backup/archiving practices, in which case Section XV will continue to apply to any retained copies until deletion.
15.7. Injunctive Relief; Survival. Unauthorized use or disclosure of Confidential Information may cause irreparable harm. The disclosing party is entitled to seek injunctive or equitable relief, in addition to other remedies. The obligations in this Section XV survive termination of the Agreement for five (5) years from disclosure; trade secrets survive for so long as they remain trade secrets under applicable law.
16.1. By accepting these Terms, Client also agrees to the Fluxpay Privacy Policy.
16.2. Client is fully responsible for Client’s compliance with the applicable data and privacy laws, including obtaining all consents that may be necessary to provide personal information to Fluxpay or third parties.
16.3. Client shall have its own independently determined privacy policy, notices and procedures for personal information Client processes as a data controller. In complying with the applicable data and privacy laws Client shall each separately without limitation:
a. implement and maintain at all times all appropriate technical and organizational security measures in relation to the processing of personal information;
b. maintain a record of all activities on the processing of personal information carried out;
c. provide information as may be reasonably requested by the other party to demonstrate compliance with obligations under the applicable data and privacy laws;
d. not knowingly do anything to permit anything to be done which might lead to a breach by the other party of the data and privacy laws applicable to that party.
16.4. Client acknowledges and accepts that:
a. for the purposes of performing contractual obligations, quality assurance, security and fraud detection purposes, when speaking to members of Fluxpay customer support service, calls of Client’s representatives may be monitored and/or recorded;
b. for identity validation and verification purposes Fluxpay may make the following information available to other business entities and users to which Client transfers E-Money or from which Client receives E-Money transfers: Client’s name, account number, legal jurisdiction, address, email address and/or IP address.
16.5. The Client agrees that Fluxpay carries out processing of personal and other data in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and other applicable laws and regulations. Fluxpay carries out the processing of personal data of the Client, its representatives, authorized persons, representatives, beneficial owners and other third parties related to the Client, including the collection, registration, input, storage, arranging, modification, using, transferring, transmission and disclosure of data, blocking or deletion, and the Client is obliged to obtain consent to all data processing mentioned in this clause from all persons whose personal data they have transferred to Fluxpay.
17.1. The rights and remedies contained in these Terms shall be cumulative and not exclusive of any rights or remedies provided by law. No delay or omission of Fluxpay in exercising any right, power or remedy provided by law or under these Terms, or partial or defective exercise thereof, shall impair or prevent any further or other exercises of such right, power or remedy; or operate as a waiver of such right, power or remedy.
17.2. No waiver of a breach of all or part of these Terms 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.
18.1. The Client shall indemnify Fluxpay and keep Fluxpay 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 Fluxpay as a result of or in connection with any breach of these Terms by the Client or as a result of illegal actions performed by the Client using Fluxpay services.
18.2. Liquidated Damages. The parties acknowledge that the losses Fluxpay is likely to incur from the breaches described in this Clause 18.2 would be difficult to accurately quantify at the time of contracting. The amounts below are a genuine pre‑estimate of such losses and are not a penalty:
18.2.1. Aggregation Not Declared. If Client conducts aggregation that was not disclosed in its application and that does not comply with the stated goods and/or services type for the relevant e‑shop, Client will pay to Fluxpay liquidated damages of EUR 3,500 per each MID (merchant identification number) existing day;
18.2.2. Failure to Provide Settlement Account Details. If Client fails to provide valid settlement account details within ten (10) calendar days after Fluxpay’s written request, Client will pay to Fluxpay liquidated damages of EUR 1,000 for each commenced week of delay thereafter until such details are provided or the Agreement is terminated (whichever occurs first).
18.2.3. Funds Arrest/Freeze by Authorities. If Client’s funds processed by or through Fluxpay are arrested, frozen, or otherwise made unavailable pursuant to sanctions or orders issued by a financial regulatory authority or other competent governmental authority as a result of Client’s breach of the Terms, Agreement or applicable law, Client will pay to Fluxpay liquidated damages of EUR 5,000 for each calendar day that such arrest or freeze remains in effect.
18.2.4. Failure to Provide KYC Information. If Client fails to provide requested KYC/CDD information within ten (10) Business Days after Fluxpay’s written request, and the volume or materiality of the outstanding items exceeds a reasonable level determined by Fluxpay acting in good faith and consistent with regulatory expectations, Client will pay to Fluxpay liquidated damages of EUR 1,000 for each calendar day of delay until such information is provided in full.
18.3. Fluxpay provides services to Client subject to Client statutory rights but otherwise provided without any warranty or condition, express or implied, except as specifically stated in this Terms. Fluxpay does not have any control over the products or services that are paid through Fluxpay services and Fluxpay cannot ensure that a merchant Client is dealing with will actually complete the transaction or is authorized to do so.
18.4. Client acknowledge that access to the Website or Fluxpay System may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services.
18.5. Fluxpay make every effort to ensure that the information contained in Fluxpay correspondence, reports, on the Website and given verbally by Fluxpay directors, officers and staff is accurate to the best of Fluxpay belief at the time the information is provided. However, Fluxpay cannot guarantee the accuracy of all such information in all circumstances and contexts, and no reliance should be placed on such information by Client. Client must check all correspondence between us carefully and tell Fluxpay as soon as possible if it includes something which appears to Client to be wrong or not made in accordance with Client instructions.
18.6. Fluxpay shall not be liable for any disruption or impairment of Fluxpay service or for disruptions or impairments of intermediary services on which Fluxpay rely for the performance of Client obligations hereunder, provided that such disruption or impairment is due to any circumstances beyond Fluxpay reasonable control or the control of the intermediary affected.
18.7. No warranty is given save for a warranty that Fluxpay will provide the services subject only to Client statutory rights.
18.8. Fluxpay obligation under this Terms is limited to providing Client with Services and does not make any statement in relation to or endorsement of the quality, safety or legality of any goods or services provided by a Client or Client’s Customer.
18.9. Fluxpay shall not be liable for the assessment or payment of any taxes, duties or other charges that arise from the underlying commercial transaction between Client and another Fluxpay Client or Client’s Customer.
18.10. Client agree to defend, reimburse or compensate Fluxpay and hold Fluxpay and Fluxpay other companies in Fluxpay corporate group harmless from any claim, demand, expenses or costs (including legal fees, fines or penalties) that Fluxpay incur or suffer due to or arising out of Client or Client agents’ breach of this Terms, breach of any applicable law or regulation and/or use of the services. This provision shall survive termination of the relationship between Fluxpay and Client.
18.11. Fluxpay shall only be liable to Client for loss or damage caused directly and reasonably foreseeable by Fluxpay breach of this Terms and Fluxpay liability in these circumstances is limited as set out in this Terms.
18.12. In no event shall Fluxpay, the other companies in Fluxpay corporate group, persons who act on Fluxpay behalf, and/or the persons Fluxpay enter into contracts with be liable for any of the following types of loss or damage arising under or in relation to this Terms (whether in contract, tort (including, without limitation, negligence) or otherwise:
a. any indirect or consequential losses, including loss of profits, goodwill, business, contracts, revenue or anticipated savings even if we are advised of the possibility of such damages, loss of profits, goodwill, business, contracts, revenue or anticipated savings; or
b. any losses arising from Fluxpay compliance with legal and regulatory requirements; or
c. any loss or corruption of data; or
d. any loss or damage whatsoever which does not stem directly from Fluxpay breach of this Terms or Agreement; or
e. any loss or damage whatsoever which is in excess of that which was caused as a direct result of Fluxpay breach of this Terms (whether or not Client are able to prove such loss or damage).
18.13. Nothing in this Terms shall limit Fluxpay liability resulting from Fluxpay fraud or fraudulent misrepresentation, gross negligence, willful misconduct, for death or personal injury resulting from either Fluxpay or Fluxpay subcontractor’s gross negligence or to the extent such limitation or exclusion is not permitted by applicable law.
18.14. Nothing in these Terms shall operate to exclude liability for death or personal injury due to negligence or for fraud or fraudulent misrepresentation or for any statutory liability that cannot be excluded or amended by agreement between the parties.
XIX. DISPUTE RESOLUTION AND JURISDICTION
19.1. The Client and Fluxpay shall make every endeavour to amicably resolve any dispute, in good faith and in a constructive manner. The Client acknowledges and agrees that threats and blackmailing towards Fluxpay are prohibited and constitute a valid ground for interrupting negotiations and for immediate termination of any Business relationships.
19.2. In carrying out any activities under this Terms, the Parties shall observe the laws of Ontario, Canada In the first instance, the Client shall raise any complaint relating to the services provided under this Terms with Fluxpay.
20.1. These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. You hereby irrevocably submits to the jurisdiction of the courts of the Province of Ontario for any action, suit or any other proceeding arising out of or relating to these Terms and any other agreement or instrument mentioned therein or any of the transactions contemplated thereby.
20.2. In carrying out any activities under this Terms, the Parties shall observe applicable laws and Regulations and rules of international payment systems (such as but not limited to Visa Europe, Mastercard Worldwide).
21.1. No term of this Terms is intended to confer a benefit on or to be enforceable by, any person who is not a party of this Terms.
22.1. None of the Parties shall assign or transfer these Terms or any or all of their rights and/or obligations under these Terms nor any part of it, nor any benefit nor interest in or under it, to any third party without the prior written consent of the other Party which shall not be unreasonably withheld; provided, however that Fluxpay may assign these Terms without the consent or approval of Client to Fluxpay parent or subsidiary or associated companies, in connection with a merger, reorganization, recapitalization or sale of all of or substantially all of Fluxpay stock, business or assets.
22.2. Any attempt to assign these Conditions other than as permitted herein shall be null and void. Subject to the foregoing, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.
23.1. No failure or omission by any Party to carry out its obligations or observe any of the stipulations or conditions of these Terms shall give rise to any claims against the party in question or be deemed a breach of this Terms, if such failure or omission arises from a cause of force majeure, such as acts of God, war or warlike hostilities, civil commotion, riots, blockades, embargos, sabotage, strikes, lockout, shortage of labor, delay in deliveries of whatsoever from sub-contractors or machine failure caused by force majeure, or any other event beyond the control of the party in question.
24.1. Any notice to be given by either of the Parties hereto to the other in connection with this Terms shall be in writing and shall be delivered to the address stated in this Terms or Client application or to such other address as either party may notify to the other for such purpose unless provision of notice is explicitly stipulated otherwise by these Terms.
25.1. Client while using Fluxpay software such as an Fluxpay System, API, reporting system, software developer’s toolkit or other software application (collectively – “Software”) that Client have downloaded to its website or other platform then Fluxpay and its licensors grant Client a limited nonexclusive license to use the software in accordance with the documentation, including all updates, upgrades, new versions and replacement software, as described herein for Client personal use only. Client may not rent, lease or otherwise transfer his rights in the software to a third party. Client must comply with the implementation and use requirements contained in all documentation, together with any instructions provided by Fluxpay from time to time accompanying the Fluxpay services (including, without limitation, any implementation and use requirements Fluxpay impose on Client to comply with applicable laws and card scheme rules and regulations).
25.2. If Client do not comply with Fluxpay instructions, implementation and use requirements Client will be liable for all resulting damages suffered by Fluxpay and third parties. Client agrees not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code which is derived from the Software provider hereunder. Client acknowledge that all rights, title and interest to Fluxpay’s Software are owned by Fluxpay.
LAST UPDATED: 27 August 2025