Terms and Conditions

These Terms and Conditions govern your access to and use of the payment, money transmission, foreign exchange, collection, settlement and related services provided by ERC Technologies Ltd., doing business as Encompass-Pay.

These Terms form a legally binding agreement between you and ERC Technologies Ltd. By applying for an Account, clicking an acceptance button, signing an application or Commercial Agreement, submitting a Transaction or otherwise using the Services, you confirm that you have read, understood and agreed to these Terms.

You should retain a copy of these Terms for your records.

In these Terms:

• "Account" means your Encompass-Pay account, profile or payment-services record.
• "Authorized User" means an individual authorized to access or operate an Account for a Customer.
• "Beneficiary" means the person or entity intended to receive Funds.
• "Business Day" means a day other than a Saturday, Sunday or statutory holiday in British Columbia.
• "Commercial Agreement" means any pricing proposal, service agreement, application form, order form or other commercial terms agreed between you and Encompass-Pay.
• "Customer" means the individual or entity applying for or using the Services.
• "Didit" means the third-party identity and fraud-verification platform currently used by Encompass-Pay to support identity verification, document verification, biometric verification, liveness checks, fraud-prevention checks and related customer due-diligence services.
• "Encompass-Pay", "we", "us" or "our" means ERC Technologies Ltd., doing business as Encompass-Pay.
• "Funds" means government-issued currency received, held, transmitted, converted or settled through the Services.
• "Identity Verification Provider" means a third party engaged by Encompass-Pay to perform identity verification, document verification, biometric verification, liveness checks, fraud-prevention checks, compliance screening or related due-diligence services.
• "Payment Partner" means a bank, credit union, payment processor, payment network, foreign-exchange provider, liquidity provider, correspondent institution or other third-party financial-services provider.
• "Services" means the services described in Section 6.
• "Transaction" means any collection, payment, transfer, conversion, settlement, withdrawal, refund or other movement of Funds initiated or processed through the Services.
• "You" or "your" means the Customer and, where the context requires, its Authorized Users.

The Services are provided by:

These Terms apply together with:

• Our Privacy Policy;
• Our Complaint Handling Procedure;
• Any applicable fee schedule;
• Any transaction confirmation;
• Any acceptable-use or prohibited-business policy;
• Any Commercial Agreement; and
• Any additional service-specific terms communicated to you.

Where there is a conflict, the following order of priority applies:

1. A Commercial Agreement signed by Encompass-Pay and the Customer;
2. Service-specific terms or a transaction confirmation;
3. These Terms; and
4. General website policies.

A Commercial Agreement may amend these Terms only to the extent expressly stated in that agreement.

Unless Encompass-Pay expressly agrees otherwise in writing, the Services are intended for businesses, organizations, sole proprietors and individuals acting for legitimate commercial purposes.

To use the Services, you must:

• Have the legal capacity and authority to enter into these Terms;
• Be at least the age of majority in your jurisdiction;
• Use the Services only for lawful purposes;
• Complete our onboarding, identity-verification and compliance procedures;
• Provide accurate, complete and current information;
• Maintain an eligible bank or payment account;
• Not be subject to sanctions or other legal restrictions that prevent us from providing the Services; and
• Satisfy any additional eligibility requirements communicated by us or our Payment Partners.

If you apply or act on behalf of an entity, you represent and warrant that the entity is validly formed and lawfully operating, you are authorized to bind it, all required corporate approvals have been obtained and all Authorized Users have the necessary authority.

We may accept or reject an application at our discretion, subject to applicable law. Completing an application does not guarantee that an Account will be opened or that any particular Service will be available.

Subject to eligibility, availability, jurisdiction and our approval, the Services may include:

• Receiving Canadian-dollar payments through supported payment methods;
• Receiving payments through electronic funds transfer, Interac e-Transfer, wire transfer or other supported rails;
• Facilitating domestic or international money transfers;
• Facilitating payments from customers or counterparties to approved merchants;
• Providing payment gateway, payment aggregation or payment-instruction services;
• Collecting Funds on behalf of approved business Customers;
• Converting Funds from one supported currency to another;
• Settling collected or converted Funds to an approved bank or payment account;
• Providing transaction records, reconciliation data and reporting tools;
• Providing payment links, invoices, virtual account details or collection instructions;
• Facilitating refunds or returned payments;
• Providing application programming interfaces or other technical integrations; and
• Other related payment or money services expressly approved by us.

Not every Service is available to every Customer or in every jurisdiction. We may introduce, modify, suspend or discontinue a Service where reasonably necessary for legal, regulatory, commercial, risk-management or operational reasons.

Virtual-currency-related services are available only where expressly enabled and confirmed by Encompass-Pay in writing.

Encompass-Pay is not a bank, credit union or investment firm. Your Account is a payment-services account and not a bank deposit account.

Unless expressly agreed otherwise:

• No interest is payable on Funds;
• The Services do not constitute savings, investment, credit or deposit-taking services;
• Balances displayed on the platform represent accounting records of Funds available for payment or settlement;
• An Account may not be used as a long-term store of value; and
• The Services must not be used to generate interest, investment returns or speculative gains.

Payment services may be provided partly through Payment Partners. Encompass-Pay may act as a payment facilitator, payment agent, technical service provider or intermediary depending on the relevant Transaction and payment method.

Before opening an Account, providing a Service or processing a Transaction, we may require information and documents concerning:

• Your identity and contact details;
• Your residential or business address;
• Your occupation or business activities;
• Your incorporation, registration or organizational structure;
• Your directors, officers, partners and Authorized Users;
• Your beneficial owners and controlling persons;
• The nature and expected use of the Services;
• Expected Transaction values, volumes, countries and currencies;
• Your customers, suppliers and counterparties;
• The purpose of particular Transactions;
• The source of Funds or source of wealth;
• Your licences, registrations or regulatory status;
• Your bank or payment accounts; and
• Any other matter reasonably required for legal, compliance, fraud-prevention or risk-management purposes.

We currently use Didit, a third-party Identity Verification Provider, to support our Know Your Customer, identity-verification, document-verification and fraud-prevention procedures.

Depending on the checks required and the verification workflow used, Didit may process:

• Your name, date of birth, nationality and contact information;
• Images and information from government-issued identity documents;
• Photographs or selfies;
• Video, active or passive liveness information;
• Facial images and biometric information used for facial matching;
• Proof-of-address documents;
• Device, browser, network and internet protocol information;
• Sanctions, politically exposed person and watchlist-screening information;
• Fraud and identity-risk indicators; and
• The result of your verification.

You may be redirected to, or asked to complete, a verification process provided or powered by Didit. Didit may provide the underlying verification technology even where the verification page displays Encompass-Pay branding.

Encompass-Pay determines why verification is required and which checks are enabled. Didit processes verification information on our behalf as a service provider, subject to its own legal, security and privacy obligations.

Where required by law, a separate privacy notice or consent request may be presented before biometric or other sensitive personal information is collected.

You authorize Encompass-Pay and its Identity Verification Provider to:

• Collect and process information reasonably required to verify your identity;
• Compare an identity document with a photograph, selfie or liveness capture;
• Assess the validity and authenticity of identification documents;
• Conduct fraud, duplicate-account, device or identity-risk checks;
• Conduct sanctions, politically exposed person or other compliance screening where enabled;
• Provide verification results, risk indicators and supporting information to Encompass-Pay; and
• Retain verification records for the period required by Encompass-Pay, applicable law or legitimate fraud-prevention and security requirements.

Use of Didit does not prevent Encompass-Pay from conducting additional manual or automated reviews. A successful Didit verification result does not guarantee that an application will be approved or that a Transaction will be processed.

You must complete any required identity, biometric or liveness verification personally and must not allow another person to complete it on your behalf.

We may require additional documents or information if verification is incomplete or unsuccessful, information cannot be independently confirmed, information differs from other records, fraud or document manipulation is suspected, enhanced due diligence is required or the result does not satisfy our legal, compliance or risk requirements.

We may require updated or additional verification at any time, including following a change in ownership, Account activity, identification documents, risk profile or applicable legal requirements.

Failure to provide satisfactory information or complete required verification may result in delayed onboarding, rejection of an application, delayed or rejected Transactions, Account restrictions, suspension of Services or termination of the relationship.

You must promptly notify us if there is any change to:

• Your legal or trading name;
• Registered, operating or residential address;
• Email address or telephone number;
• Directors, officers, partners or Authorized Users;
• Ownership, control or beneficial ownership;
• Business activities or regulatory status;
• Expected Transaction activity;
• Bank or settlement account;
• Tax residence;
• Insolvency status; or
• Any information previously provided to us.

We may periodically request that you reconfirm or update your information. You must not provide false, misleading, incomplete or outdated information.

You are responsible for identifying and managing your Authorized Users. Each Authorized User may be required to complete an individual identity-verification process through Didit or another Identity Verification Provider before accessing or operating an Account.

You must ensure that each Authorized User:

• Is properly authorized;
• Completes verification personally and provides accurate information;
• Keeps login credentials confidential;
• Does not share credentials or authentication codes;
• Uses the Account only within the scope of authority; and
• Complies with these Terms.

You are responsible for all activity performed through your Account using valid credentials, except to the extent the activity resulted directly from our fraud, wilful misconduct or gross negligence.

You must maintain appropriate security measures, including strong and unique passwords, multifactor authentication where available, secure devices and networks, internal approval procedures, regular Authorized User reviews and prompt removal of access when an individual leaves your organization or no longer requires access.

You must notify us immediately at contact@encompass-pay.com if credentials are lost or compromised, an unauthorized person accesses the Account, an Authorized User exceeds their authority, you identify a suspicious or unauthorized Transaction or your systems or email accounts may have been compromised.

We may temporarily restrict access while investigating a security concern.

We may rely on any instruction submitted through your Account, registered email address, application programming interface or other approved communication channel.

An instruction will be treated as authorized where it is submitted using valid Account credentials, originates from an Authorized User, satisfies applicable authentication requirements or is otherwise reasonably believed by us to be genuine.

You are responsible for reviewing all Transaction details before submitting an instruction.

We are not responsible for losses caused by incorrect Beneficiary or bank details, duplicate instructions, incorrect currency selection, incorrect references, instructions submitted by an Authorized User acting outside your internal authority or your failure to follow security instructions.

We may contact you to authenticate or clarify an instruction and are not required to process it until we are reasonably satisfied that it is complete, accurate and authorized.

Funds may be accepted only through payment methods approved by Encompass-Pay. You must follow the funding instructions shown on the platform or provided by us.

You are responsible for ensuring that:

• Funds are sent to the correct account;
• The correct payment reference is used;
• The sender is permitted to make the payment;
• The Funds originate from a legitimate source; and
• All required sender, payer and Transaction information is provided.

A payment is not considered received until it has been irrevocably credited and made available to us or the relevant Payment Partner.

We may reject, return or hold a payment where:

• It cannot be matched to an Account or Transaction;
• The sender or source cannot be identified;
• It comes from an unsupported or prohibited source;
• Required information is missing;
• It appears inconsistent with your profile;
• It is subject to recall or dispute;
• It creates legal or compliance concerns; or
• A Payment Partner requires us to do so.

You are responsible for return, intermediary or banking fees associated with rejected Funds.

Where your Account is approved to receive payments from customers or other third parties, you must:

• Maintain appropriate records identifying each payer;
• Provide an accurate commercial reason for each payment;
• Maintain invoices, contracts or other supporting documentation;
• Ensure that the payment relates to genuine goods or services;
• Comply with consumer, refund and disclosure requirements applicable to your business;
• Not accept payments for another unapproved business;
• Not process payments for prohibited products or activities; and
• Provide payer or Transaction information requested by us.

You must not use your Account as an undisclosed payment intermediary, nominee arrangement or pass-through account.

We may request invoices, contracts, delivery records, customer communications or other evidence before releasing or settling third-party Funds.

A Transaction request must include all information required by Encompass-Pay, which may include:

• Amount and currency;
• Sender information;
• Beneficiary name and payment details;
• Beneficiary address;
• Purpose of payment;
• Relationship between the parties;
• Invoice or reference number; and
• Supporting documentation.

Submitting a request does not guarantee that the Transaction will be completed. A Transaction is accepted only when Encompass-Pay confirms acceptance or begins processing it.

We may decline, delay, cancel or reverse a Transaction where reasonably necessary, including where:

• Information is missing or inaccurate;
• Sufficient Funds are unavailable;
• Fees are unpaid;
• A limit is exceeded;
• Activity is inconsistent with your profile;
• Additional verification is required;
• Fraud or unauthorized activity is suspected;
• A party is restricted;
• A country, institution, business or purpose is unsupported;
• A Payment Partner declines or returns it;
• Processing would breach law; or
• An operational issue prevents processing.

We are not required to provide detailed reasons where doing so would breach law, compromise a review or disclose confidential risk-management information.

Processing times shown on the platform or communicated by us are estimates and not guarantees.

Processing may be affected by cut-off times, weekends and holidays, receiving-bank procedures, intermediary institutions, currency availability, time-zone differences, network availability, compliance reviews, missing information, payment recalls, investigations and events outside our reasonable control.

A Transaction submitted after the applicable cut-off time may be treated as received on the following Business Day.

Encompass-Pay is not responsible for delays caused by a Payment Partner, receiving institution, network or intermediary unless the delay results directly from our gross negligence or wilful misconduct.

You are solely responsible for verifying that Beneficiary information is accurate.

Payments may be processed based on an account number, routing number, institution number, SWIFT code, IBAN, email address or other unique identifier, even where the name provided does not match the account holder’s name.

Once a Transaction has been released to a payment network or Payment Partner, it may not be possible to cancel, amend or recover it.

We may attempt to recover incorrectly sent Funds at your request, but recovery is not guaranteed, the recipient or receiving institution may refuse, additional fees may apply and you remain responsible for the original Transaction.

Where a Transaction involves currency conversion, the exchange rate will be provided before conversion or confirmed in the Transaction record.

The rate may be valid for a limited period, may include a margin or spread and may differ from reference, wholesale or central-bank rates. Additional conversion, intermediary or banking charges may apply.

An exchange rate is not binding until the conversion is accepted and confirmed.

Where a quoted rate expires before we receive sufficient cleared Funds, we may apply a new rate, request additional Funds, return the Funds or cancel the conversion.

You acknowledge that foreign-exchange rates fluctuate. Encompass-Pay does not provide investment, trading, tax or financial advice.

The Services must not be used primarily for speculative currency trading unless expressly approved by us.

You must pay all fees applicable to your Account and Transactions.

Fees may include:

• Onboarding or Account fees;
• Payment-processing fees;
• Collection fees;
• Transfer fees;
• Settlement fees;
• Foreign-exchange margins;
• Payment Partner charges;
• Return or recall fees;
• Investigation or recovery fees;
• Dispute fees;
• Disclosed inactivity or administrative fees; and
• Applicable taxes.

Applicable fees will be disclosed through a Commercial Agreement, fee schedule, platform, invoice or Transaction confirmation.

You authorize us to deduct fees and amounts owed from Funds received for you, your available Account balance, settlement proceeds, reserve amounts or other amounts payable to you.

Unless expressly stated otherwise, fees are non-refundable once a Transaction has been processed or the relevant Service performed.

You are responsible for fees imposed by your bank, the Beneficiary’s bank, intermediary institutions or other third parties.

You are responsible for determining, reporting and paying all taxes arising from your business activities, payments received, Transactions processed, foreign-exchange gains, fees charged to customers and use of the Services.

We may collect, withhold or remit taxes where required by law.

Encompass-Pay does not provide tax advice and is not responsible for your tax obligations.

Settlement will be made only to a bank or payment account approved by Encompass-Pay.

The settlement account must generally be held in your legal or approved trading name, located in an approved jurisdiction, maintained with an approved financial institution and verified to our satisfaction.

We may reject a request to settle Funds to a third party.

Settlement is subject to receipt of cleared Funds, deduction of fees, completion of compliance checks, expiry of applicable return periods, available liquidity, reserve or hold requirements and Payment Partner requirements.

A settlement record generated by our systems will be evidence of the settlement instruction, subject to correction of manifest errors.

We may place a hold on Funds or establish a fixed, rolling or percentage-based reserve where reasonably necessary to manage:

• chargebacks;
• refunds;
• payment returns;
• reversals;
• fraud risk;
• complaints;
• delivery risk;
• regulatory risk;
• negative balances;
• insolvency risk;
• unusual activity; or
• obligations imposed by a Payment Partner.

Where practicable, we will notify you of a material reserve or hold. Advance notice may not be provided where urgent action is required for security, legal, regulatory or fraud-prevention purposes.

We may apply held or reserved amounts against any amount you owe us. Any remaining amount will be released when we reasonably determine that the relevant risk or liability has ended, subject to applicable law and third-party restrictions.

We may apply:

• minimum or maximum Transaction amounts;
• daily, weekly or monthly volume limits;
• currency-specific limits;
• settlement limits;
• Beneficiary limits; and
• jurisdictional limits.

Limits may vary based on your risk profile, Account history, business model, verification status, payment method, currency, country, Payment Partner requirements and applicable law. We may reduce, increase or remove limits and may require additional information before approving an increase.

You must not attempt to avoid a limit by splitting or structuring Transactions.

You may request cancellation before a Transaction is processed. Cancellation is not guaranteed once:

• Funds have been converted;
• payment instructions have been transmitted;
• Funds have been released to a Payment Partner;
• a receiving institution has accepted the payment; or
• the Transaction has otherwise become irreversible.

Where cancellation is possible, applicable fees may remain payable, third-party cancellation costs and currency losses may be deducted, and repayment may be delayed until the relevant Funds are returned to us.

A payment may be returned, reversed or recalled because of:

• insufficient Funds;
• incorrect details;
• a closed or restricted account;
• suspected fraud;
• unauthorized payment;
• duplicate payment;
• payer dispute;
• sanctions screening;
• legal or regulatory action;
• a receiving-bank decision;
• a payment-network rule; or
• another reason permitted by the relevant payment method.

You remain responsible for the full amount of any returned, reversed or recalled Transaction, together with associated fees and losses.

We may recover the amount by:

• deducting it from your Account balance;
• withholding future settlement;
• applying a reserve;
• issuing an invoice;
• debiting an authorized payment method where permitted; or
• taking lawful recovery action.

You are responsible for your commercial relationship with your customers. Encompass-Pay is not responsible for:

• the quality, legality or delivery of your goods or services;
• customer-service disputes;
• warranties or representations made by you;
• refunds owed by you;
• contractual disputes between you and a payer; or
• claims relating to your business.

Where a customer refund is approved, sufficient Funds must be available to cover the refund and applicable fees. We may require evidence supporting a refund request.

You must not use refunds to send Funds to a person other than the original payer unless we expressly approve the arrangement.

You must maintain sufficient Funds to cover all Transactions, fees, refunds, returns and other liabilities.

If your Account has a negative balance or you otherwise owe us money, the amount is immediately due and payable.

We may:

• suspend your Services;
• offset the amount against Funds payable to you;
• require immediate reimbursement;
• charge disclosed and legally permitted interest or recovery costs;
• use a collection agency; or
• commence legal proceedings.

You are responsible for reasonable costs incurred in recovering overdue amounts, subject to applicable law.

Encompass-Pay operates controls designed to prevent money laundering, terrorist financing, sanctions evasion, fraud, identity theft and other financial crime.

As part of these controls, we use a combination of automated verification and screening tools, Didit as our current third-party Identity Verification Provider, manual compliance review, transaction monitoring, supporting-document requests and ongoing customer due diligence.

You agree that Encompass-Pay and its authorized providers may:

• Verify your identity and identity documents.
• Perform biometric facial matching and liveness checks where applicable.
• Identify duplicate, manipulated, expired or potentially fraudulent documents.
• Verify beneficial ownership and control information.
• Screen individuals and entities against sanctions, politically exposed person, watchlist and adverse-information sources.
• Assess device, network and identity-related fraud indicators.
• Monitor Account activity and Transactions.
• Request information about the source and purpose of Funds.
• Request contracts, invoices, bank statements or supporting records.
• Investigate unusual, inconsistent or suspicious activity.
• Reject, delay, block or report Transactions.
• Restrict or suspend an Account.
• Retain records.
• Disclose information to regulators, law-enforcement agencies, financial intelligence units, Payment Partners or other legally authorized parties.
• Take any other action required or permitted by law.

Results generated by Didit or another provider may include verification statuses, risk indicators, fraud alerts, document-authenticity results, screening matches or biometric-comparison results. These results form part of our overall assessment and may be reviewed by Encompass-Pay personnel. Encompass-Pay remains responsible for determining whether an applicant or Customer satisfies our onboarding and risk requirements.

An automated or third-party verification result does not create a right to open or continue using an Account. You must cooperate fully with reasonable compliance and verification requests.

You acknowledge that we may be legally prohibited from informing you about a regulatory report, suspicious-transaction report, law-enforcement request, sanctions review, investigation or specific reason for a restriction or delay.

Compliance and identity-verification reviews may delay onboarding, Transactions or access to Funds. We are not responsible for delays resulting from a good-faith compliance, identity or fraud-prevention review.

You must not use the Services directly or indirectly in connection with a sanctioned person or entity, prohibited country, territory or region, sanctions evasion, restricted goods or services, a Transaction prohibited by Canadian law or activity that would expose Encompass-Pay or a Payment Partner to sanctions risk.

You represent that neither you nor, to your knowledge, your directors, beneficial owners, Authorized Users or relevant counterparties are subject to applicable sanctions. You must notify us immediately if this representation becomes inaccurate.

You must not use the Services for:

• Unlawful or fraudulent activity.
• Money laundering, terrorist financing or sanctions evasion.
• Tax evasion.
• Trafficking, exploitation or organized crime.
• Scams, deceptive sales or misrepresentation.
• Counterfeit or stolen goods.
• Unauthorized financial, investment or money-services activity.
• Unlicensed gambling.
• Illegal drugs or controlled substances.
• Prohibited weapons or regulated goods.
• Infringement of intellectual-property rights.
• Pyramid or Ponzi schemes.
• Unauthorized charities or fundraising.
• Transactions designed to conceal the true payer, Beneficiary or purpose.
• Processing payments for an undisclosed third party.
• Structuring Transactions to avoid reporting or verification requirements.
• Manipulating payment systems.
• Testing stolen payment information.
• Creating multiple Accounts to circumvent controls.
• Interfering with the platform or its security.
• Any other activity identified by us as prohibited or unacceptably high risk.

We may impose additional restrictions based on the product, country, payment method or risk profile.

We use third-party providers to operate and deliver the Services. These providers may include Didit, banks and credit unions, payment processors and networks, electronic funds transfer providers, foreign-exchange and liquidity providers, compliance and transaction-monitoring providers, sanctions and fraud-screening providers, cloud-hosting and data-storage providers, cybersecurity providers, communications providers and professional advisers.

Didit may be used to perform identity-document verification, biometric facial matching, liveness checks, fraud detection, device and network analysis and compliance screening, depending on the verification process configured by Encompass-Pay.

You authorize us to share information and instructions with Didit and other service providers where reasonably necessary to:

• Complete identity and business verification;
• Conduct customer due diligence;
• Authenticate identity documents;
• Complete biometric or liveness checks;
• Prevent identity theft, impersonation and fraud;
• Conduct sanctions and politically exposed person screening;
• Process Transactions;
• Provide customer support;
• Reconcile payments;
• Safeguard Funds;
• Investigate complaints or incidents; and
• Comply with legal and regulatory obligations.

Third-party providers may impose their own technical requirements, privacy notices, acceptable-use conditions, verification procedures and service limitations.

Where Didit acts on our instructions, Encompass-Pay remains responsible for determining the purpose of verification and deciding whether the result satisfies our requirements.

We are not responsible for a third party’s acts or omissions outside our reasonable control. However, we remain responsible for obligations that applicable law does not permit us to exclude.

Where Encompass-Pay holds end-user Funds and applicable law requires safeguarding, we will maintain safeguarding arrangements intended to protect those Funds in accordance with applicable requirements.

Safeguarding may involve holding Funds in a designated account, holding Funds separately from operational money, using a trust or safeguarding arrangement, maintaining insurance or a guarantee, or another arrangement permitted by law.

Safeguarding does not eliminate all risk, including risks associated with financial institutions, payment networks, fraud, insolvency, legal proceedings or events outside our control.

Funds do not become the property of Encompass-Pay merely because they pass through an account used to provide the Services, except for fees and other amounts properly owed to us.

We may combine operational processing of Funds where permitted, provided that required records and safeguarding arrangements are maintained.

Transaction history and Account information may be made available through the platform or provided electronically.

You must review your Account records regularly and notify us promptly of any unauthorized Transaction, incorrect amount, duplicate Transaction, missing payment, incorrect fee, settlement discrepancy or other suspected error.

Unless a shorter period is required by a specific payment method, you should notify us within 30 calendar days after the relevant Transaction or statement becomes available.

Failure to notify us promptly may affect our ability to investigate or recover Funds.

Our records will be treated as accurate unless there is clear evidence of error.

We may correct clerical, technical or accounting errors without prior notice, provided that we inform you of any material correction.

You must report suspected unauthorized or fraudulent activity immediately.

We may require a written explanation, supporting documentation, confirmation from an Authorized User, a police report, evidence of your internal security controls or other information reasonably required to investigate.

We will assess the matter based on the circumstances, including:

• How the instruction was authenticated;
• Whether credentials were compromised;
• Whether you complied with these Terms;
• Whether you notified us promptly;
• Whether an Authorized User was involved; and
• Whether recovery remains possible.

You may remain responsible for a Transaction where it resulted from your fraud or dishonesty, failure to protect credentials, an act of an Authorized User, failure to remove an Authorized User, failure to notify us promptly or compromise of your systems outside our control.

We aim to provide reliable Services but do not guarantee uninterrupted or error-free access.

The Services may be unavailable because of scheduled or emergency maintenance, upgrades, telecommunications failure, cyberattack, Payment Partner disruption, banking-system disruption, legal or regulatory action, natural disaster, labour disruption or another event outside our reasonable control.

We may temporarily suspend a Service to protect Customers, Funds, systems or Payment Partners.

Where required by law, we will provide notice of a material incident affecting your use of the Services or Funds.

We collect, use, disclose, transfer, retain and protect personal information in accordance with our Privacy Policy and applicable privacy law.

We use Didit as a third-party Identity Verification Provider. When you complete a verification process, personal information may be transferred directly to Didit or collected by Didit on our behalf.

Depending on the checks enabled, this information may include:

• Identification and contact information;
• Government-issued identity-document images and extracted information;
• Proof-of-address documents;
• Photographs and selfies;
• Liveness images or video;
• Facial geometry or other biometric information used for identity comparison;
• Device and network information;
• Sanctions and politically exposed person screening data;
• Fraud-prevention signals; and
• Verification results and risk indicators.

We use this information to establish and verify identity, verify directors, beneficial owners and Authorized Users, detect forged or stolen documents, detect impersonation or duplicate applications, conduct customer due diligence, satisfy anti-money laundering obligations, protect Accounts and Transactions, review applications and activity and respond to legal or regulatory requests.

Encompass-Pay determines why verification is required and the checks to be conducted. Didit generally acts as our service provider when carrying out a verification on our behalf, although it may process limited information for security, fraud-prevention, legal-compliance and service-integrity purposes in accordance with its own privacy notices.

Personal information processed through Didit or other providers may be stored or processed outside Canada. It may therefore be subject to the laws of the relevant jurisdiction and accessible to courts, regulators, law-enforcement agencies or governmental authorities in accordance with those laws.

Processing and retention may depend on the workflow selected by Encompass-Pay, our instructions, configured retention periods, applicable legal and regulatory record-keeping requirements, security and fraud-prevention requirements and valid privacy-rights requests.

Where applicable law requires express consent for biometric processing, that consent may be requested separately during verification.

If you do not provide information required to complete verification, we may be unable to open or maintain your Account or provide the requested Services.

Where you provide personal information about another person, including a director, beneficial owner, Authorized User, payer or Beneficiary, you represent that you are authorized to provide it, have given any required privacy notice and have obtained any required consent.

Further information about Didit is available at https://didit.me/

Privacy questions and requests relating to an Encompass-Pay verification should initially be sent to contact@encompass-pay.com. Where appropriate, we may work with Didit to investigate and respond.

You consent to receiving agreements, disclosures, notices, statements, Transaction confirmations and other communications electronically through email, the platform, an Account notification, a website notice or another agreed electronic channel.

You are responsible for maintaining a valid email address and checking communications regularly. A communication is considered received when sent to your registered email address or made available through your Account, unless applicable law requires otherwise.

Electronic acceptance, electronic signatures and electronic records may be used to form and evidence this agreement.

All rights in the Encompass-Pay platform, website, software, application programming interfaces, branding, documentation and related materials belong to ERC Technologies Ltd. or its licensors.

We grant you a limited, non-exclusive, non-transferable and revocable right to use the Services for your approved business purposes.

You must not:

• copy, sell, sublicense or distribute the platform;
• reverse engineer or attempt to extract source code;
• interfere with security or access controls;
• use automated tools without authorization;
• use our branding without permission; or
• use the Services to develop a competing product through unauthorized access.

We may suspend, restrict or limit an Account or Transaction immediately where:

• you breach these Terms;
• required information is not provided;
• information appears inaccurate or misleading;
• fraud or unauthorized activity is suspected;
• activity differs materially from your profile;
• a negative balance arises;
• your business creates unacceptable risk;
• a Payment Partner or authority requires action;
• sanctions or compliance concerns arise;
• your Account is inactive;
• credentials may be compromised; or
• action is reasonably necessary to protect Encompass-Pay, a Customer or a third party.

We may restrict Account access, incoming payments, outgoing payments, settlement, particular currencies, countries, Beneficiaries or Services. Where legally and operationally possible, we will provide notice of a material restriction.

You may request closure of your Account by contacting us.

We may terminate these Terms or close an Account on reasonable notice, or immediately where:

• a serious breach occurs;
• law or a Payment Partner requires it;
• false or misleading information is provided;
• prohibited or suspicious activity is identified;
• you become insolvent or cease business;
• amounts remain unpaid;
• the relationship creates unacceptable risk; or
• the relevant Service is discontinued.

Termination does not affect Transactions already submitted, fees incurred, refunds, returns or chargebacks, outstanding reviews, amounts owed, record-retention obligations, indemnities, liability provisions or any provision intended to survive termination.

Following termination, we may retain Funds for a reasonable period where necessary to cover pending Transactions, refunds, reversals, investigations or liabilities. Subject to applicable restrictions, remaining Funds will be returned to an approved account.

You represent and warrant that:

• all information provided is accurate and complete;
• you have authority to use the Services;
• your business is legitimate and properly registered;
• you hold all licences and approvals required for your activities;
• Transactions relate to genuine and lawful activity;
• you are entitled to send or receive the relevant Funds;
• you will comply with applicable laws and regulations;
• you will not use the Services for prohibited activities;
• you will maintain adequate records;
• you will cooperate with reasonable reviews and investigations;
• you will personally complete any identity, biometric or liveness verification required for your Account;
• you will not submit another person's identity document, image or biometric information as your own;
• documents and photographs submitted for verification are genuine, current and unaltered;
• you have authority to provide information relating to directors, beneficial owners and Authorized Users; and
• you will inform relevant individuals that their information may be processed by Encompass-Pay and its third-party Identity Verification Provider.

These representations are repeated each time you use the Services.

To the maximum extent permitted by law, the Services are provided on an "as available" basis.

We do not warrant that:

• every application will be approved;
• every payment method will remain available;
• every Transaction will be accepted or completed within an estimated period;
• the Services will always be uninterrupted;
• the platform will be free from every defect; or
• a particular currency, country or Payment Partner will remain supported.

Nothing in these Terms excludes a warranty or obligation that cannot lawfully be excluded.

To the maximum extent permitted by law, Encompass-Pay will not be liable for:

• indirect, incidental, special or consequential loss;
• loss of profit, revenue, opportunity, business, goodwill or anticipated savings;
• loss caused by incorrect instructions or Beneficiary details;
• loss caused by an Authorized User;
• losses resulting from your breach;
• delays or failures caused by Payment Partners;
• exchange-rate movements after a quote expires;
• actions taken in good faith for compliance, fraud-prevention or security purposes;
• service interruptions outside our reasonable control; or
• loss arising from prohibited or unlawful activity.

Where Encompass-Pay is liable, our total aggregate liability arising from the Services during any 12-month period will not exceed the total fees paid or payable by you to Encompass-Pay during the 12 months preceding the event giving rise to the claim.

This limitation does not apply to liability that cannot lawfully be limited, or to loss resulting directly from our fraud, wilful misconduct or gross negligence. Each limitation applies separately and will survive if another limitation is found unenforceable.

You agree to indemnify and hold harmless ERC Technologies Ltd., its affiliates, directors, officers, employees and agents against reasonable losses, liabilities, claims, penalties, costs and expenses arising from:

• your breach of these Terms;
• unlawful or fraudulent activity;
• your products or services;
• a dispute with your customer or counterparty;
• incorrect or unauthorized instructions;
• failure to obtain required consent or authority;
• infringement of third-party rights;
• taxes for which you are responsible; or
• violation of applicable law.

This indemnity does not apply to the extent a loss was caused directly by our fraud, wilful misconduct or gross negligence.

You may submit a complaint through our complaints form, where available, or by emailing contact@encompass-pay.com.

Please include:

• your full name and contact details;
• Account or Transaction reference;
• a description of the issue;
• relevant dates; and
• supporting documents.

We aim to acknowledge complaints within 48 hours and issue a final written response within 30 working days after receiving the complaint. If additional time is required, we will explain the delay and provide appropriate updates.

Submitting a complaint does not prevent you from exercising any rights available under applicable law.

We may update these Terms to reflect changes to the Services, law or regulation, Payment Partner requirements, technology, fraud or security risks, payment methods or business operations.

We will provide reasonable notice of material changes where required or practicable. A change may take effect immediately where necessary to comply with law, address urgent security concerns or meet mandatory Payment Partner requirements.

Continued use of the Services after the effective date of revised Terms constitutes acceptance of the revised Terms.

We are not responsible for delay or failure caused by events outside our reasonable control, including:

• natural disasters;
• severe weather;
• fire or flood;
• war, terrorism or civil unrest;
• epidemic or pandemic;
• government action;
• sanctions;
• labour disruption;
• power or telecommunications failure;
• cyberattack;
• failure of a bank or payment network;
• currency or liquidity disruption; or
• failure of essential third-party infrastructure.

We will take reasonable steps to reduce the effect of such an event.

You may not assign or transfer your Account, these Terms or any right under them without our prior written consent.

We may assign or transfer our rights and obligations:

• to an affiliate;
• as part of a merger, acquisition or corporate reorganization;
• in connection with the sale of all or part of our business; or
• where necessary to provide or restructure the Services.

Any assignment will remain subject to applicable law.

Except where Encompass-Pay expressly confirms that it acts as a payment agent for a specific purpose, nothing in these Terms creates a partnership, joint venture, fiduciary relationship, employment relationship or general agency relationship between you and Encompass-Pay.

You have no authority to bind Encompass-Pay.

A delay or failure to exercise a right does not waive that right.

A waiver is effective only where confirmed in writing by the party granting it.

If any provision of these Terms is found to be invalid, illegal or unenforceable, that provision will be limited or removed only to the extent necessary.

The remaining provisions will continue in effect.

These Terms, together with the documents identified in Section 4, form the entire agreement concerning the Services and replace prior discussions, representations or understandings concerning the same subject matter.

This section does not exclude liability for fraud or fraudulent misrepresentation.

These Terms are governed by the laws of the Province of British Columbia and the applicable federal laws of Canada.

Subject to any mandatory rights or jurisdiction that cannot legally be excluded, the courts located in British Columbia will have exclusive jurisdiction over disputes arising from these Terms or the Services.

The parties confirm that they have requested that these Terms and all related documents be prepared in English.

Where a translated version is provided, the English version will prevail to the extent permitted by applicable law.

Questions about these Terms or the Services may be directed to: