TERMS AND CONDITIONS

SL Virtu ltd., in the future referred to as “Company”, is incorporated in Canada under registration number 11973983, the registered office of which is 1 Yonge Street #1801, Toronto, Ontario, M5E 1W7, Canada. Company is regulated by Financial Transactions and Report Analysis Centre of Canada (“FINTRAC”) as Money Service Business, license n. M20067950, trading as ‘Yoga-pay’.

DEFINITIONS

Account (or Profile): The contractual arrangement wherein a Yoga-pay Member has accepted our Terms of Use and Privacy Policy and received approval to use Yoga-pay services.

Beneficial Owner: Any natural person who owns the Client (a legal person or a foreign undertaking) or controls the Client and/or the natural person on whose behalf a transaction or activity is being conducted.

Commission or Fee: The charges or fees payable by you to us for the Services as set out in the Terms of use and its supplements or on a transaction basis.

Company: Means SL Virtu ltd. and its brand Yoga-pay, incorporated in Canada under registration number 11973983, regulated and licensed by FINTRAC as Money Service Business, license n. M20067950.

Member(s) or Client(s) or Merchant (s): A natural or legal person, accepted by the Company as its Client to whom services will be provided by the Company under the Terms.

Personal Data: Information that identifies an individual, such as name, address, e-mail address, trading information, and banking details. “Personal Data” does not include anonymized and/or aggregated data that does not identify a specific user.

1. Agreements

By using this website (“Site”), registering for a Yoga-pay Account (“Account”) or using any other Yoga-pay Services, you (“you, your, or yourself”) are agreeing to accept and comply with the Terms and Conditions of use stated below (“Terms of Use”). You should read the entire Terms of Use carefully before using this Site or any of the Yoga-pay Services.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of these Terms of Use, then you may not access the Service.

Depending on your country of residence, you may not be able to use the Yoga-pay services. It is your responsibility to follow the rules and regulations applicable in your country of residence and/or country from which you access this Site and Services. If you agree to and comply with these Terms of Use, Yoga-pay grants you the personal, non-exclusive, non-transferable, non-sublicensable, and limited right to enter and use the Site and the Service.

2. Merchant Identification and Know Your Customer (“KYC”) Documentation.

The creation and use of your Account is subject to verifications, as required by statutory and regulatory obligations incumbent on Yoga-pay. You agree to provide us with the information we request for the purposes of identity verification, compliance with know-your-customer rules, as well as detection of money laundering, terrorism financing, fraud, or any other financial crime. The requested information may include Personal Data (please refer to our Privacy Policy). By providing us with the information we request, you confirm that it is true and accurate, and agree to inform us in case of change concerning such information. Your Account will be blocked until we will satisfied with the information you have provided and determine in our sole discretion that it is sufficient to validate your Account.

It is understood that:

The Merchant must provide, at minimum, the Identification Documentation as shown in the Business Agreement provided at the time of onboarding.
The purpose of the identification documentation is to establish the identity of the Beneficial Owners and controllers of the Merchant. Without proof of the identity of the Beneficial Owners and controllers of the Merchant, the Merchant will not be approved.
The Company reserves the right in its sole discretion to approve or deny this documentation, and/or to change the Identification Documentation requirements at any time.
The Merchant may not be provided with any reason that Identification Documentation is rejected/disapproved, other than that the Identification Documentation is illegible or must be provided in color.
The Merchant may be provided a conditional approval so that the Merchant may commence work on integration with the Company. However, the Merchant must provide and have approved all Identification Documentation within thirty (30) days of the Company granting such conditional approval and prior to the Merchant making any transactions.
Should the Merchant provide any documentation that the Company deems, in its absolute and unfettered discretion, to be counterfeit or fake the Merchant may not be approved. If the Merchant has already been given conditional approval prior to this finding by the Company, the Merchant’s conditional approval will be immediately terminated.
The Merchant understands and accepts that should the Merchant provide any documentation identified to be counterfeit or fake the Company will report the Merchant to relevant authorities, and if ordered, will provide such documentation to the relevant authorities, as is required by relevant law, and/or the Company licenses.

3. Termination

The Terms of Use are valid as long as you have an Account with Yoga-pay. We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms of Use.

Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.

However, do note that you may not close your Account / terminate this Terms of Use to avoid an investigation. If you attempt to close your Account / terminate this agreement while Yoga-pay is investigating, we may freeze the Profile / Account (s) to protect all parties to the Yoga-pay services, its affiliates, or a third party against any liability. You will remain liable for any obligations related to your Yoga-pay Account and your activity even after it is closed.

The termination of your Profile / Account will not affect any of our rights or your obligations arising under these terms of use. Any terms which by their nature should survive, will survive the termination of your Profile / Account.

4. Foreign Currency Transactions and Cancelling Foreign Currency Transactions

Client may authorize Yoga-pay to execute a Foreign Currency Transaction by delivering an Instruction. Each Foreign Currency Transaction will be governed by the provisions of this Clause. Yoga-pay may refuse to enter into any Foreign Currency Transaction at its absolute discretion.

Once Settlement has been received by Yoga-pay, Yoga-pay will deliver the funds in accordance with Client’s Instruction. Client shall provide to Yoga-pay all necessary remittance details and Instructions to Yoga-pay to initiate the payment.

No rollover of a Foreign Currency Transaction shall be permitted.

Except as contemplated herein, Client understands that a Foreign Currency Transaction, once agreed upon and executed, cannot be terminated or reversed.

Client shall communicate immediately to Yoga-pay, and in any event before the execution of the Foreign Currency Transaction, Client’s intentions to cancel its Instructions. In the event that a Foreign Currency Transaction is cancelled, Yoga-pay may terminate without any notice to Client the relevant Foreign Currency Transaction and/or any other outstanding Foreign Currency Transaction(s) agreed to between Yoga-pay and Client without any liability to Yoga-pay and/or take any other steps Yoga-pay deems appropriate to mitigate the potential loss(es) caused by Client’s late decision to reverse the relevant Instructions in relation to the Foreign Currency Transaction(s). In the event of such termination, Client agrees to pay to Yoga-pay the amount of any losses and expenses incurred by Yoga-pay in connection with the termination and unwinding of the Foreign Currency Transaction(s), if any.

Where a Foreign Currency Transaction has been terminated pursuant to the foregoing, Client agrees that Yoga-pay’s sole liability shall be to return any amounts Client has paid to and received by Yoga-pay that remain after deducting all amounts owed to Yoga-pay. In the event of any currency fluctuations or market volatility the amounts to be settled with Client shall be agreed beforehand between the Parties.

5. Availability of Services

The Company shall use all commercially reasonable efforts to maintain its Services in operation twenty-four (24) hours per day, seven (7) days per week and three hundred and sixty-five (365) days per year; provided, however, there are no guarantees that access will not be interrupted or that there will be no delays, failures, errors, omissions, or loss of transmitted information.

6. Fees

a. Fee Amounts.

1. The Merchant shall pay the Company the setup fees set forth in the Business Agreement.

2. The Merchant agrees that the Fee Schedule included in the Business Agreement identifies the Fees that will be charged to the Merchant when a Transaction takes place. These Fees will be deducted from the Merchant’s Account balance.

3. The Company shall have the right to deduct any funds owed to the Company under the Business Agreement from any account opened by the Merchant with the Company.

b. Modification of Fees. The Company reserves the right, upon not less than fifteen (15) days prior written notice to the Merchant, to modify its Fees, or to add new charges from time to time. Upon receipt of a notice of such an increase or of new charges, the Merchant may, by written notice to the Company, received by the Company at least seven (7) days prior to the date such price increase or new charge becomes effective, terminate the Business Agreement.

c. Compliance Review of Features and Fees: The Merchant’s Account and all features within the Account are subject to compliance reviews as mandated by the Company’s AML policy and/or directives of any regulatory agency having jurisdiction over the Business Agreement. These compliance reviews will address the legality and/or commercial viability of:

1. Any or all of the Services that are being supplied to the Merchant; and

2. The Fees that are being assessed to the Merchant for delivery of those features.

Should a compliance review identify any Service that has to be disabled or any Fees that are to be increased at the Company’s sole discretion, the results of any such compliance review will be, to the extent the Company in its absolute and unfettered discretions shall determine, be made available to the Merchant.

7. Right to Reverse Transaction

The Company shall have the right to reverse any Transaction if the Company determines in good faith that the Transaction was unauthorized, duplicate, wrongful, in breach of these Terms and Conditions, erroneous, illegal, or fraudulent.

8. Representations and Warranties

With the Merchant’s full understanding that the Company is expressly and directly relying on the following representations and warranties in agreeing to enter into the Business Agreement and to provide services hereunder, the Merchant hereby makes the following representations and warranties to the Company:

1. Strict Compliance with Laws, Rules and Regulations. The Merchant does, and at all times during the term of the Business Agreement will, operate its business in strict compliance with all laws and regulations applicable to its business to the highest legal and ethical standards

2. Use of the Company’s Services. The Merchant will not during the term of the Business Agreement use any of the Company’s products/services in any manner, or in furtherance of any activity, which constitutes a violation of any law or regulation, or which may cause the Company to be subject to investigation, prosecution or legal action.

3. No Reselling of Accounts. The Merchant will not use its Business Account to market or resell the Accounts, although it may use its Business Account to create accounts for resellers, Sponsored Account Holders and employees.

4. Legal Advice. The Merchant has had ample opportunity to consult with a lawyer regarding the Business Agreement, and either did so or voluntarily declined to do so.

9. Indemnification

To the full extent permitted by applicable law, you hereby agree to indemnify Yoga-pay and its partners against any action, liability, cost, claim, loss, damage, proceeding, or expense suffered or incurred if directly or indirectly arising from your use of Yoga-pay’s Sites, your use of the Service, or your violation of these Terms of Use.

10. Limitation of Liability

In no event shall the Company or any persons or entities associated therewith be liable for any direct, indirect, punitive, incidental, special or consequential damages arising out of or in any way connected with these Terms and Conditions or the subject matters hereof (including, without limitation, damages for loss of business profits, business interruption or loss of business information) even if the Company has been advised of the possibility of such damages. Because of the extreme difficulty of fixing actual damages for any failure of the Company to perform its obligations hereunder or from any failure of the Company to perform any obligations imposed by law, the Merchant agrees that the Company’s entire liability, and the Merchant’s exclusive remedy, for any claim for damages against the Company arising out of these Terms and Conditions or the various subject matters hereof, or the performance or non-performance by the Company of its obligations hereunder, whether grounded in contract or in tort, shall be limited to damages in the amount of the fees paid to the Company by the Merchant in connection with the affected transaction, and no more. The provisions of this Section apply even though the loss or damage, irrespective of cause or origin, results directly or indirectly, either from performance or non-performance of obligations imposed by these Terms and Conditions.

11. Force Majeure

If the Company cannot perform any of its obligations due to events beyond its control, such failure to perform shall not constitute a breach of these Terms and Conditions, and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events. Events beyond the Company’s control include, but are not limited to, acts of God, war, civil commotion, labor disputes, equipment failures, strikes, fire, flood, earthquake or other casualty, shortages of labor or material, Card Organization’s rules, processing failures beyond its control, bank failures, government regulation or restriction, weather conditions, breaches or failures to perform by third parties, technical problems, including hardware and software crashes and other malfunctions, disruptions on account of or caused by vandalism, theft, phone service outages, Internet disruptions, viruses, and mechanical, power or communications failures. If, after the date of these Terms and Conditions, any law, regulation, or ordinance, whether federal, state, or local becomes effective which substantially alters the Company’s ability to perform services hereunder, the Company shall have the right to terminate the Business Agreement, with notice, if reasonably possible, effective upon the earlier of 1. the date upon which the Company shall be unable to provide its customary services hereunder, or 2. thirty (30) days following written notice.