General terms and conditions
These General Terms of Service (the “Terms”) constitute a legally binding agreement between you (the “Client”, “you”, or “your”), whether acting in an individual capacity or on behalf of a business entity, and First Class Payments Inc. (“FCP”, “we”, “our”, or “us”), a federally registered Money Services Business (MSB) operating in compliance with Canadian law.
By accessing or using any of our services—including but not limited to our applications, website, software, APIs, hardware, or cloud-based platforms (collectively, the “Services”)—you acknowledge that you have read, understood, and agreed to be bound by these Terms and any associated policies or agreements, including our Privacy Policy and any Additional Terms applicable to specific Services (the “Policies”).
By clicking “Accept”, registering an account, or by using the Services in any way, you confirm your consent to be legally bound by these Terms. If you are entering into this agreement on behalf of a corporation, partnership, or other legal entity, you represent and warrant that you have the legal authority to bind that entity to these Terms.
1. PRIVACY AND YOUR PERSONAL INFORMATION
1.1 Use of Personal Information
By using FCP Services, you acknowledge and consent to the collection, use, storage, and disclosure of your personal information as described in our Privacy Policy, in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial legislation.
Our Privacy Policy explains how we collect and safeguard your data when you interact with our Services. You are responsible for reviewing and understanding the Privacy Policy before using the Services.
1.2 Your Customers’ and Employees’ Personal Information
To the extent that FCP processes personal information on your behalf relating to your customers or employees in connection with the Services, FCP acts as a data processor or service provider.
In such cases:
You acknowledge and agree that you are the data controller, and you represent that you have obtained all necessary consents and provided any required disclosures to enable lawful processing.
You remain responsible for compliance with applicable privacy and data protection legislation, including providing transparent notices and obtaining valid consent from the data subjects.
The processing of such data shall be governed by a separate Data Processing Agreement, which forms part of these Terms and outlines our respective obligations under applicable data protection laws.
2. Account Registration
To access and use the Services, you must register for a First Class Payments account (“FCP Account”). During the registration process, you will be asked to provide personal or business information, including your legal name, contact details, identification documents, and any other information required to comply with regulatory obligations under Canadian law, including identity verification requirements set by FINTRAC.
You agree to:
Provide complete, accurate, and truthful information at all times.
Update your information promptly if it changes.
Maintain the security of your FCP Account credentials.
You are solely responsible for all activities conducted through your FCP Account, including by any person to whom you grant access. We reserve the right to suspend or terminate your FCP Account without notice if we believe the information provided is false, incomplete, or if your use of the Services violates these Terms or any applicable law or regulation.
3. Notices, Communications, and Amendments
By registering with FCP, you consent to receive all communications, including legal disclosures, account updates, and regulatory notices, electronically (“Electronic Communications”).
These communications may be delivered to you by:
Email to the address associated with your account,
Push notifications via our application or platform,
Messages or alerts within your FCP Account dashboard,
Posting on our official website,
SMS to your verified phone number, or
Other electronic means permitted by law.
Electronic Communications are deemed received 24 hours after delivery, unless FCP is notified of a delivery failure. They carry the same legal effect as if provided in writing or by mail.
You may withdraw your consent to Electronic Communications by notifying us at support@fcpayments.ca. If you withdraw consent, you may lose access to certain Services or your FCP Account may need to be closed, as physical delivery may not always be feasible under regulatory frameworks.
You are entitled to request paper copies of any Communication by contacting us within 180 calendar days of issuance. Updates to your contact information should be made through your account or by contacting Customer Support.
“Communication” refers to any legally required document, agreement, disclosure, account notification, tax document, transaction record, or other official notice.
4. Acceptable Use and Restrictions
You may only use the Services in accordance with these Terms and all applicable federal, provincial, and local laws, including those concerning anti-money laundering, consumer protection, and data privacy.
You must not, directly or indirectly:
Export, resell, sublicense, or otherwise transfer the Services or technology where prohibited by law;
Access or extract information using bots, spiders, scrapers, or automated tools;
Copy, modify, distribute, or publicly display content or materials without express written permission;
Reverse engineer, decompile, or attempt to access source code unless permitted under applicable Canadian law;
Circumvent technical restrictions or security features;
Impose an unreasonable load on our infrastructure or interfere with access for other users;
Use the Services in a way that would violate safety laws (e.g., while operating a motor vehicle);
Use the Services for the sale or promotion of firearms, ammunition, weapons, or any high-risk, illegal, or regulated goods;
Engage in or facilitate illegal, fraudulent, or harmful activity through the Services.
We reserve the right to suspend or terminate your FCP Account if we reasonably believe it is being used for unlawful or unauthorized purposes.
If we suspect that your account is connected to any illegal, unauthorized, or high-risk activity, you grant FCP the right to share your information, including account details and transaction records, with law enforcement agencies, regulators, or compliance partners, as permitted or required by Canadian law.
5. Compatible Devices and Third-Party Providers
First Class Payments Inc. (“FCP”) does not guarantee that its Services will be compatible with your mobile device, operating system, browser, or telecommunications provider. Your use of the Services may be subject to terms of service and usage restrictions imposed by your device manufacturer or mobile carrier.
You agree not to use any altered, jailbroken, rooted, or otherwise modified device that bypasses manufacturer or operating system-level controls if such modification compromises the integrity or security of the Services. FCP shall not be liable for errors, limitations, or malfunctions resulting from the use of unsupported or modified devices.
6. Your Content
You may have the option to upload or provide certain content through the Services, including but not limited to: business names, product descriptions, logos, images, loyalty programs, promotions, advertisements, and other materials (collectively, “Your Content”).
By submitting or making Your Content available through the Services, you grant FCP and its affiliates a non-exclusive, royalty-free, worldwide, transferable, and sublicensable license to use, reproduce, adapt, distribute, publicly display, and modify Your Content as necessary to operate, market, or improve the Services. This license remains in effect even if Your Content is later removed or your account is terminated, to the extent that archival or system-based backups persist.
You retain all ownership rights to Your Content, except for the license granted above. However, you are responsible for ensuring Your Content:
Is not false, deceptive, defamatory, harassing, obscene, pornographic, illegal, or otherwise offensive;
Does not infringe upon any third-party rights, including intellectual property, privacy, or publicity rights;
Does not contain malware, viruses, or corrupted files;
Does not promote or advertise competitors of FCP;
Does not create risk, harm, or liability to FCP or its users.
FCP reserves the right, but not the obligation, to monitor, remove, or refuse any content at its sole discretion, without notice. You understand that by using the Services, you may be exposed to content that is offensive or objectionable. FCP assumes no liability for any content provided by users.
7. Copyright and Trademark Infringement
FCP respects the intellectual property rights of others and expects all users to do the same.
If you believe that any content hosted or displayed through the Services infringes your copyright or trademark, please contact us to file a notice in accordance with our Copyright and Trademark Policy. FCP will respond promptly to valid complaints, including by removing the infringing content or suspending the responsible account if appropriate.
FCP’s policy is to suspend or terminate accounts of repeat infringers when warranted, and to comply with applicable intellectual property legislation under Canadian law.
8. Security
FCP implements industry-standard administrative, technical, and physical safeguards to protect your personal information and data against unauthorized access, misuse, or alteration, in accordance with PIPEDA and other applicable privacy laws.
However, you acknowledge that no system can be fully secure, and FCP cannot guarantee that unauthorized third parties will never defeat our security measures or misuse your personal information.
You are responsible for:
Protecting your account credentials;
Preventing unauthorized access to the Services via your devices;
Notifying FCP immediately in the event of a breach, suspected compromise, or unauthorized use of your account.
In the event of a dispute over account access or ownership, FCP will act as the sole arbiter and may suspend the account temporarily or permanently, based on supporting documentation and its internal investigation. FCP’s decision shall be final and binding.
9. Paid Services
FCP offers both paid and free services through its platform. Paid services may include recurring subscriptions (“Subscription Services”) or usage-based charges (“Per-Use Services”), collectively referred to as “Paid Service Fees.”
9.1 Subscription Services
If you register for a Subscription Service (including after a free trial, where applicable), you agree to pay all applicable subscription fees and taxes in accordance with the terms presented at the time of registration. Fees may recur monthly, annually, or on another agreed billing cycle.
9.2 Per-Use Services
Some services are billed on a per-transaction or as-used basis. By using any such service, you authorize us to charge the applicable fees and taxes at the time of use.
9.3 Payment Authorization
Paid Service Fees may be collected via:
Credit card or debit card linked to your account;
Direct withdrawal from your registered bank account;
Deduction from your available balance or transaction proceeds.
By linking a payment method to your account, you authorize FCP (or a third-party payment processor acting on our behalf) to charge it for all applicable service fees.
FCP reserves the right to suspend or terminate services for failure to pay applicable fees or if a payment method is declined.
10. Taxes
“Taxes” refers to all present or future taxes, charges, duties, levies, or assessments imposed by any governmental authority, including but not limited to: income tax, goods and services tax (GST), harmonized sales tax (HST), provincial sales tax (PST), payroll taxes, excise taxes, withholding taxes, and similar obligations, whether domestic or foreign.
Unless otherwise expressly indicated, all fees for Paid Services are exclusive of Taxes. You are solely responsible for:
Determining, collecting, reporting, and remitting any applicable Taxes arising from your use of the Services;
Complying with all applicable federal and provincial tax laws, including obligations under the Excise Tax Act, Income Tax Act, or other applicable regulations;
Determining whether your sales, transactions, or use of the Services are subject to GST/HST or other indirect taxes.
FCP does not provide tax advice and disclaims all responsibility for the calculation or remittance of your Taxes. However, if required by law, FCP reserves the right to collect and remit applicable Taxes on your behalf. You agree to provide us with accurate and timely tax documentation if such documentation is necessary to establish tax exemptions or to comply with reporting obligations.
You acknowledge that FCP may report your account activity to the Canada Revenue Agency (CRA) or other regulatory bodies, as required by law.
11. Termination
Subject to applicable Canadian law, we may suspend or terminate your access to the Services, your FCP Account, and this Agreement immediately and without prior notice if:
You materially breach these Terms or any other FCP policy;
Your activity violates applicable Canadian or international laws, including sanctions, AML/CTF, or tax obligations;
We have reasonable suspicion of fraud, unauthorized activity, or regulatory non-compliance;
Your business engages in discrimination or violates human rights legislation, including the Canadian Human Rights Act.
You may terminate this Agreement and close your FCP Account at any time via the account settings interface. Termination by either party shall not relieve you of any outstanding obligations, including payment of fees or provision of required information.
12. Effect of Termination
Upon termination or suspension of your FCP Account or these Terms:
All rights granted to you under these Terms will immediately cease;
You must stop using all Services and delete any FCP-related integrations or software from your systems;
FCP may, but is not obligated to, delete your account data and transaction history from our systems, unless required to retain it under Canadian law;
You will not be entitled to compensation, damages, or reimbursement resulting from termination or data deletion.
The following sections shall survive termination: 6 (Your Content), 7 (Intellectual Property), 10 (Taxes), 12 (Effect of Termination), 13 (Indemnity), 14 (Your Representations and Warranties), 15 (Our Representations and Warranties), and any other provisions which, by their nature, should remain in effect.
13. Indemnification
You agree to indemnify and hold harmless First Class Payments Inc., its directors, officers, employees, affiliates, agents, licensors, and service providers (“FCP Entities”) from and against any and all losses, liabilities, claims, demands, actions, damages, costs, and expenses (including reasonable legal fees) arising out of or related to:
Your breach of these Terms;
Your violation of any applicable law or regulation;
Your improper use of the Services;
Any third-party access to the Services using your credentials or account without authorization.
This obligation will survive the termination of this Agreement and your use of the Services.
14. Your Representations and Warranties
By using the Services, you represent and warrant that:
You are at least 18 years of age and capable of entering into a legally binding agreement;
If acting on behalf of a business, you have full legal authority to do so;
All information you provide to FCP is complete, accurate, and truthful;
Your use of the Services complies with all applicable Canadian laws, including those governing privacy, AML, e-commerce, and tax;
You will not use the Services for any illegal, fraudulent, or unauthorized purposes;
You will adhere to all obligations under these Terms and any applicable service-specific policies.
15. Our Representations and Warranties
FCP does not guarantee or endorse any goods or services sold by third parties using our platform.
FCP provides its Services on a commercially reasonable basis. While we strive for accuracy and uninterrupted access, we do not warrant that the Services will be error-free, secure, or always available.
If a paid Service is not delivered with reasonable care and skill, as required by applicable consumer protection legislation, you must notify us promptly. We will make commercially reasonable efforts to resolve the issue, including by:
Re-performing the affected portion of the Service;
Offering alternative remedies as appropriate.
This remedy is your exclusive remedy, and to the extent permitted by law, FCP disclaims any further liability.
16. Limitation of Liability
FCP will provide its payment services and technology solutions with reasonable care and skill. However, all services are provided on an “as is” and “as available” basis unless otherwise specified in a separate written agreement.
Nothing in these Terms shall limit either party’s liability for:
Death or personal injury caused by negligence;
Fraud or fraudulent misrepresentation;
Gross negligence or willful misconduct;
Any liability that cannot be excluded or limited under applicable Canadian law.
To the fullest extent permitted by law, First Class Payments Inc. and its affiliates, officers, directors, employees, contractors, and agents shall not be liable for:
Loss of profits, revenue, business, customers, or goodwill;
Loss of anticipated savings, use, data, or systems;
Business interruption or administrative overhead;
Indirect, incidental, special, punitive, or consequential damages, even if foreseeable.
FCP is not liable for losses arising from:
Improper or unauthorized use of the Services;
Integration of the Services with third-party platforms not authorized by FCP;
Third-party content or services;
Any content you provide or make available through the Services.
Unless otherwise required by law, FCP’s total liability under these Terms, whether in contract, tort, or otherwise, is limited to the greater of:
(a) the total fees paid by you in the preceding three (3) months, or
(b) $1,000 CAD.
17. Third-Party Products
Hardware and other third-party products made available through FCP are subject to the warranties and support terms of their respective manufacturers. FCP does not assume responsibility for servicing or repairing third-party hardware. If support is needed for a third-party device, such as a payment terminal, you must contact the manufacturer or distributor directly unless FCP explicitly provides support.
18. Disputes
A “Dispute” refers to any disagreement, claim, or legal controversy between you and FCP relating to the interpretation, enforcement, or application of these Terms or the use of the Services.
19. Dispute Resolution & Arbitration
Where permitted by Canadian law, any Dispute between you and FCP shall first be resolved through informal negotiation. If unresolved within thirty (30) days, the matter may be submitted to binding arbitration under the rules of the Arbitration Act, 1991 (Ontario) or applicable provincial arbitration statute.
Arbitration shall be conducted in English and seated in Toronto, Ontario.
Each party shall bear its own legal fees unless otherwise awarded.
The arbitrator’s decision shall be final and enforceable in any court of competent jurisdiction.
This section does not limit either party’s right to seek urgent injunctive or equitable relief from a competent court, or to pursue a claim in Small Claims Court where applicable.
20. Governing Law
These Terms are governed by and interpreted under the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. Subject to arbitration provisions above, any legal proceedings shall be brought before the courts of Ontario, and you irrevocably submit to their jurisdiction.
21. Time Limit to Initiate a Dispute
Any claim or legal proceeding relating to the Services or these Terms must be initiated within one (1) year from the date the cause of action arose. After this period, such claims are permanently barred unless otherwise mandated by law.
22. Assignment
You may not transfer or assign your rights or obligations under these Terms without FCP’s prior written consent. Any attempted transfer or assignment without consent is null and void. FCP may assign or transfer its obligations under these Terms without notice to you.
23. Third-Party Services and External Links
The Services may include integrations, links, or references to third-party websites, services, or applications (“Third-Party Services”). These are provided for convenience and do not imply endorsement or responsibility by FCP.
Your use of any Third-Party Services is governed by those third parties’ terms and privacy policies. FCP is not responsible for the content, data practices, or reliability of any linked services. Once you leave the FCP platform, our Privacy Policy no longer applies.
24. General Provisions
These Terms, together with any Additional Terms, Policies, and agreements referenced herein, constitute the entire agreement between you and First Class Payments Inc. and supersede all prior agreements and understandings.
If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect. No failure or delay by FCP in exercising any right or remedy shall constitute a waiver.
These Terms do not create a partnership, joint venture, or agency relationship between the parties. Neither party may represent the other or bind them to any agreement.
Each party agrees to comply with applicable anti-bribery, anti-corruption, and ethical conduct laws, including Canada’s Corruption of Foreign Public Officials Act.
These Terms may be amended from time to time, and any continued use of the Services constitutes acceptance of the revised version.