Reseller Schedule
This Reseller Schedule (“Reseller Schedule”) forms part of, and is governed by, the PaymentEvolution Master Services Agreement (“MSA”). Capitalized terms not defined in this Reseller Schedule have the meanings given in the MSA.
In the event of a conflict between this Reseller Schedule and the MSA, this Reseller Schedule will control with respect to Reseller matters.
1. Definitions
1.1 “Reseller” means an accountant, bookkeeper, advisor, managed service provider, or other professional services firm authorized by PaymentEvolution to resell, administer, or manage the Services for one or more End Clients.
1.2 “End Client” means a third-party business, employer, or entity on whose behalf the Reseller provides services and who receives access to or the benefit of any Services.
1.3 “Reseller Administrator” means an individual designated by the Reseller to manage End Client accounts, input data, submit payroll or payments, initiate transactions, or otherwise use the Services on behalf of End Clients.
1.4 “Authorized User” means an individual employed or engaged by the Reseller who is granted access to one or more End Client accounts under the Reseller’s authority.
1.5 “Automated Agent” means any bot, RPA tool, script, automated workflow, AI model, MCP agent, browser automation tool, or similar automated software used by or on behalf of the Reseller to interact with the Services.
1.6 “End Client Agreement” means the Master Services Agreement (including Schedules A through F and any applicable order forms) between PaymentEvolution and each End Client, as accepted by the End Client.
2. Professional Advisor Admin Access
2.1 Professional Advisors. For the purposes of this Reseller Schedule and the MSA, an “Professional Advisor” includes any accountant, bookkeeper, payroll bureau, HR consultant, or similar third party that provides ongoing professional services to one or more End Clients and is granted administrative or high-privilege access to any End Client account within the Services.
2.2 Reclassification as Reseller. If a Professional Advisor:
(a) is granted administrative access to more than one unrelated End Client account; or
(b) otherwise uses the Services in a manner consistent with administering or managing multiple End Clients,
PaymentEvolution may, in its sole discretion, determine that such Professional Advisor is acting as a Reseller and require the Professional Advisor to enter into this Reseller Schedule as a condition of continuing such access.
2.3 Requirement to Enroll in Reseller Program. PaymentEvolution may:
(a) invite or require a Professional Advisor to enroll in PaymentEvolution’s reseller or partner program;
(b) require acceptance of this Reseller Schedule; and
(c) condition continued multi-client administrative access on such enrollment and acceptance.
2.4 Limitations on Access if Not Enrolled. If a Professional Advisor declines to enter into this Reseller Schedule when required by PaymentEvolution:
(a) PaymentEvolution may restrict or revoke the Professional Advisor’s administrative or high-privilege access to one or more End Client accounts;
(b) PaymentEvolution may prevent the creation of new accounts or administrative roles for that Professional Advisor; and
(c) PaymentEvolution may require affected End Clients to appoint their own internal administrators or to contract directly with another Reseller.
2.5 No Circumvention. End Clients and Professional Advisors must not use administrative access or sharing of credentials to avoid or circumvent the Reseller program, this Reseller Schedule, or applicable fees. PaymentEvolution may treat any such pattern of use as Reseller activity and apply this Reseller Schedule accordingly.
2.6 Communications. PaymentEvolution may communicate directly with any Professional Advisor who has administrative access to one or more End Client accounts:
(a) to inform them that their pattern of use requires enrollment as a Reseller;
(b) to provide information about the Reseller program; and
(c) to manage the transition of their access under this Reseller Schedule.
3. Relationship Between PaymentEvolution and Reseller
3.1 Non-Exclusive Appointment. PaymentEvolution appoints the Reseller as a non-exclusive reseller and administrator of the Services for End Clients, subject to the terms of the MSA and this Reseller Schedule.
3.2 Independent Contractor. The parties are independent contractors. Nothing in this Reseller Schedule or the MSA creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between PaymentEvolution and the Reseller.
3.3 No Authority to Bind. Reseller has no authority to bind PaymentEvolution to any contract, warranty, or commitment with any third party.
3.4 No Modification of End Client Terms. Reseller may not modify, override, or replace the End Client Agreement or Schedules A–F. Any terms that Reseller purports to impose on End Clients that conflict with the End Client Agreement are solely between Reseller and the End Client and are not binding on PaymentEvolution.
4. Use of Schedules A–F
4.1 Schedules Apply Primarily to End Clients. Schedules A–F (Payroll, Business Payments, PayChequer, Benefits, HX, API) apply directly to the End Client as the “Client” defined in the MSA.
4.2 Interpretation Where Reseller Acts for End Client. Where the context requires and the Reseller is administering Services on an End Client’s behalf, references to “Client” in Schedules A–F include the applicable End Client, and PaymentEvolution may treat any instruction from the Reseller (or its Authorized Users or Automated Agents) as if it were an instruction from that End Client.
4.3 End Client Acceptance Required. Reseller must ensure that each End Client has accepted the then-current End Client Agreement (including Schedules A–F) before that End Client receives or benefits from the Services.
4.4 Direct Enforcement. PaymentEvolution may enforce the End Client Agreement directly against the End Client, or against the Reseller to the extent the Reseller caused or contributed to the relevant breach.
5. Reseller Rights
5.1 Multi-Client Administration. Reseller may administer multiple End Client accounts through the interfaces and tools made available by PaymentEvolution for such purpose.
5.2 Authorized Users and Roles. Reseller may designate multiple Reseller Administrators and Authorized Users and assign them access to one or more End Client accounts, subject to role-based access controls and security requirements specified by PaymentEvolution.
5.3 Resale of Services. Subject to this Reseller Schedule and the MSA, the Reseller may:
(a) resell access to the Services to End Clients;
(b) bundle the Services with the Reseller’s own advisory or professional services; and
(c) charge End Clients for the Reseller’s own services.
Reseller may not white-label or misrepresent the Services as its own proprietary software without a separate written agreement with PaymentEvolution.
6. Reseller Obligations
6.1 Accurate Representation. Reseller will accurately describe the Services and will not:
(a) represent that PaymentEvolution provides legal, tax, or accounting advice;
(b) promise functionality or guarantees beyond those documented by PaymentEvolution; or
(c) imply that PaymentEvolution assumes obligations beyond those expressly set out in the MSA and Schedules.
6.2 Authorization and Reliance. PaymentEvolution may rely on any action taken through:
(a) a Reseller Administrator account;
(b) an Authorized User account; or
(c) an Automated Agent using Reseller or End Client credentials
as if such action were duly authorized by the applicable End Client.
6.3 Data Accuracy and Submissions. Reseller will ensure that all data submitted on behalf of an End Client (including payroll information, payee data, bank details, benefits and HR information) is accurate, complete, and timely.
6.4 Review of Outputs. Reseller will review all outputs generated by the Services on behalf of its End Clients (e.g., reports, pay stubs, tax filings, remittances) and promptly notify PaymentEvolution of any errors or discrepancies. PaymentEvolution is not liable for errors that could have been discovered through reasonable review by Reseller or the End Client.
6.5 Regulatory & Third-Party Notices. Reseller must promptly forward to PaymentEvolution any notices received from End Clients that originate from government agencies, tax authorities, courts, or financial institutions and that relate to the Services (e.g., CRA Requirements to Pay, garnishments, liens, penalties).
6.6 Reseller Compliance Obligations: Reseller acknowledges that PaymentEvolution must comply with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and the Retail Payment Activities Act. The Reseller shall make all reasonable efforts to provide PaymentEvolution with accurate and sufficient information to identify each End Client and to understand the nature of the End Client’s business. The Reseller agrees to promptly supply any additional information or documentation requested by PaymentEvolution for compliance, verification, or risk-management purposes, including information (e.g. procedural details) concerning Reseller’s own onboarding of the End Client. PaymentEvolution may delay, restrict, or refuse services to any End Client where required information is incomplete or not provided.
6.7 Multi-Client Access & Priority of Instructions
Where End Client and Reseller instructions conflict: End Client instructions prevail.
7. Automated Agents
7.1 Permitted Use. Reseller may deploy Automated Agents to interact with the Services solely through PaymentEvolution’s documented APIs or other officially supported mechanisms.
7.2 Responsibility and Risk. Any act or omission of an Automated Agent using Reseller or End Client credentials is deemed to be an act or omission of the Reseller and, where applicable, the End Client. Reseller assumes full responsibility and risk for:
(a) erroneous, excessive, or “hallucinated” submissions;
(b) unintended transactions or filings;
(c) runaway or excessive API usage; and
(d) security incidents arising from the agent’s configuration or design.
7.3 Identification and Rate Limits. Automated Agents must identify themselves via appropriate user-agent strings or API metadata as reasonably requested by PaymentEvolution. PaymentEvolution may throttle, restrict, or suspend any Automated Agent that negatively impacts platform performance or violates rate limits.
7.4 Prohibited Automated Activity. Reseller must not use Automated Agents to:
(a) scrape or automate the graphical user interface (GUI);
(b) simulate human browsing to circumvent the API;
(c) bypass or attempt to bypass API rate limits or security controls;
(d) use Client or End Client Data to train, fine-tune, or improve AI/ML models without PaymentEvolution’s prior express written consent; or
(e) replicate, substantially substitute for, or compete with PaymentEvolution’s core products (including employee portals, benefits tools, and payment interfaces), as further restricted under Schedule F.
All API and automation restrictions in Schedule F apply equally to Reseller.
8. End Client Obligations and Flow-Down
8.1 End Client’s Contractual Relationship. Each End Client’s rights and obligations with respect to the Services are governed by the End Client Agreement. Reseller will not interfere with or attempt to alter that relationship.
8.2 Flow-Down of Obligations. Reseller will ensure that End Clients comply with all obligations of the “Client” under the MSA and applicable Schedules, including obligations related to:
(a) funding payroll and payments;
(b) tax reporting and remittance;
(c) payee verification and fraud prevention;
(d) privacy and data protection; and
(e) acceptable use.
8.3 Joint Responsibility for Misuse. To the extent a breach of the MSA or Schedules is caused or facilitated by the Reseller, its Authorized Users, or its Automated Agents, the Reseller will be jointly responsible with the End Client for such breach.
9. Fees, Billing, and Collections
9.1 Reseller Responsibility for Fees (Reseller-Billed Model). Where PaymentEvolution and Reseller agree that the Reseller will be billed for Services provided to End Clients (“Reseller-Billed Model”), the Reseller is responsible for all fees, charges, and usage incurred under the Reseller’s umbrella, including:
(a) subscription and plan fees;
(b) payroll processing and payment service fees;
(c) API and usage-based fees (including those triggered by Automated Agents); and
(d) any bank, exception processing, or return item fees associated with Reseller’s funding methods.
9.2 Direct-Billed Model. Where PaymentEvolution bills End Clients directly (“Direct-Billed Model”), each End Client is responsible to PaymentEvolution for its own fees. Reseller may not interfere with PaymentEvolution’s direct billing relationship with such End Clients.
9.3 Payment Terms. Unless otherwise agreed in a Reseller-specific Order Form, invoices issued to the Reseller are due within thirty (30) days of the invoice date. Late payments will accrue interest at the rate specified in the MSA.
9.4 Non-Payment and Suspension. If the Reseller fails to pay any undisputed fees when due, PaymentEvolution may, in its sole discretion:
(a) suspend the Reseller’s administrative access to the Services;
(b) suspend some or all Reseller Authorized Users; and/or
(c) suspend or limit the provision of Services to End Clients managed by the Reseller under the Reseller-Billed Model,
after providing the Reseller with at least five (5) business days’ prior written notice, except where immediate suspension is warranted due to fraud, abuse, or security threats.
9.5 Direct-Bill Conversion Upon Non-Payment. If Reseller fails to pay amounts due, PaymentEvolution may, at its sole discretion:
(a) convert one or more affected End Clients from the Reseller-Billed Model to the Direct-Billed Model;
(b) enter into or continue direct contractual relationships with such End Clients; and
(c) remove or limit the Reseller’s administrative access to those End Client accounts.
The Reseller waives any claim against PaymentEvolution arising from such conversion, provided PaymentEvolution acts in good faith to maintain service continuity for the End Clients.
9.6 No Dispute Based on Automated Agent Errors. Reseller acknowledges and agrees that all validly recorded usage of the Services, including usage triggered by Automated Agents (e.g., API calls, transactions, or automated processes), is billable and non-refundable. Reseller waives the right to dispute invoices solely on the basis that an Automated Agent acted erroneously, excessively, or unpredictably.
10. Security and Compliance
10.1 Credential Safeguards. Reseller is responsible for maintaining the confidentiality and security of all credentials issued to its Reseller Administrators, Authorized Users, and Automated Agents, including passwords, API keys, and multi-factor authentication devices.
10.2 Security Incidents. Reseller will promptly (and in any event within twenty-four (24) hours of discovery) notify PaymentEvolution of any actual or suspected unauthorized access to the Services or Client Data involving Reseller’s accounts or systems.
10.3 Cooperation. Reseller will fully cooperate with PaymentEvolution in investigating security incidents, including providing relevant logs, access details, and remediation steps as reasonably requested.
11. Data Ownership, Access, and Disputes
11.1 End Client Ownership of Data. As between PaymentEvolution, the Reseller, and the End Client, all Client Data, payroll information, payment records, employee data, tax filings, and similar business records associated with an End Client account are deemed to be owned by that End Client.
11.2 Reseller Access Rights. Reseller’s access to an End Client’s data is solely by virtue of the End Client’s authorization through the platform. PaymentEvolution grants Reseller access only to the extent necessary for the Reseller to perform services for the End Client.
11.3 PaymentEvolution Not a Dispute Arbitrator. PaymentEvolution will not mediate, arbitrate, or resolve disputes between Reseller and End Client, including disputes concerning:
(a) who “owns” the relationship;
(b) unpaid invoices between Reseller and End Client;
(c) who is entitled to access the account or data; or
(d) alleged unauthorized actions taken by the Reseller.
11.4 Priority of End Client Instructions. If PaymentEvolution receives conflicting instructions from a Reseller and an End Client regarding access, control, or configuration of the End Client account, PaymentEvolution may:
(a) give priority to the End Client’s instructions; and/or
(b) temporarily remove or limit the Reseller’s access to that End Client account
until the Reseller and End Client resolve their dispute.
11.5 Minimum Required Access for End Clients. Notwithstanding any dispute between Reseller and End Client, the End Client retains the right to:
(a) access its own historical records and statutory filings;
(b) download pay, tax, and payment records required by law; and
(c) continue or re-establish a direct relationship with PaymentEvolution, subject to the End Client Agreement.
11.6 No Reseller Lien on Data. Reseller may not assert any lien, withholding right, or blocking of access over End Client data or accounts within the Services, even if the End Client owes fees to the Reseller. Any such disputes must be resolved directly between Reseller and End Client, without compromising End Client access to its own data within the Services.
12. Indemnification
12.1 Indemnification by Reseller. In addition to any indemnification obligations in the MSA, Reseller will defend, indemnify, and hold harmless PaymentEvolution and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:
(a) Reseller’s use of the Services, including errors or omissions in administering End Client accounts;
(b) any misrepresentation or unauthorized promise made by Reseller to an End Client regarding the Services;
(c) inaccurate or incomplete data submitted by Reseller or its Authorized Users or Automated Agents;
(d) disputes between Reseller and any End Client; and
(e) breach of this Reseller Schedule, the MSA, or Schedule F (API Terms) by Reseller, its Authorized Users, or its Automated Agents.
12.2 PaymentEvolution Indemnification. PaymentEvolution’s indemnification obligations to the Reseller, including for third-party intellectual property infringement claims, are as set out in the MSA.
13. Limitation of Liability
13.1 Application of MSA Limits. The limitations of liability in the MSA apply to the relationship between PaymentEvolution and the Reseller, including caps on damages and exclusions of indirect damages.
13.2 No Liability for Reseller Errors or Disputes. PaymentEvolution will have no liability arising out of:
(a) the Reseller’s professional advice, services, or failure to perform services for End Clients;
(b) disputes between Reseller and End Clients (including non-payment between them); or
(c) actions taken by Reseller, Authorized Users, or Automated Agents in the End Client account.
13.3 Automated Agents. PaymentEvolution is not liable for any losses, errors, or damages caused by the behavior of Reseller’s Automated Agents except to the extent directly caused by PaymentEvolution’s gross negligence or willful misconduct.
14. Suspension and Termination
14.1 Suspension. PaymentEvolution may suspend Reseller’s access, or the access of specific Authorized Users or Automated Agents, if:
(a) Reseller is in material breach of this Reseller Schedule, the MSA, or applicable law;
(b) Reseller’s activity poses a security, fraud, or operational risk; or
(c) Reseller fails to pay undisputed amounts when due.
14.2 Termination. Either party may terminate the Reseller relationship:
(a) for convenience upon thirty (30) days’ prior written notice; or
(b) for cause in accordance with the MSA (including material breach not cured within the applicable cure period).
14.3 Effect on End Clients. Termination or suspension of the Reseller relationship does not automatically terminate End Client Agreements. PaymentEvolution may:
(a) continue to provide Services directly to the End Client;
(b) transition End Clients to a Direct-Billed Model; and/or
(c) remove Reseller’s administrative access to one or more End Client accounts.
Reseller waives any claim arising from PaymentEvolution’s good-faith actions to maintain or transition End Client services following suspension or termination of this Reseller Schedule.
15. Insurance
15.1 Required Coverage. During the term of this Reseller Schedule and for at least twelve (12) months thereafter, the Reseller will maintain, at its own expense, insurance policies with reputable insurers providing at least the following coverage:
(a) Professional Liability / Errors & Omissions (E&O) insurance covering claims arising from the Reseller’s professional services (including accounting, bookkeeping, payroll processing, advisory, consulting, and related activities) with limits of not less than CAD $1,000,000 per claim and CAD $2,000,000 in the aggregate (or equivalent).
(b) Cyber Liability / Network Security & Privacy insurance covering claims arising from data breaches, unauthorized access, security failures, privacy violations, or misuse of Client or End Client Data, including incidents involving Automated Agents or system integrations, with limits of not less than CAD $1,000,000 per claim and CAD $1,000,000 in the aggregate (or equivalent).
(c) Commercial General Liability (CGL) insurance, including bodily injury, property damage, and personal injury coverage, with limits of not less than CAD $1,000,000 per occurrence and CAD $2,000,000 in the aggregate (or equivalent).
15.2 Evidence of Coverage. Upon reasonable request by PaymentEvolution, the Reseller will provide certificates of insurance or other evidence reasonably satisfactory to PaymentEvolution confirming the required coverage. Failure to provide evidence does not relieve the Reseller of its obligations under this Section.
15.3 Material Changes. Reseller must notify PaymentEvolution in writing no later than ten (10) business days after the cancellation, reduction in limits, or material modification of any required insurance policy.
15.4 No Limitation of Liability. Maintenance of the insurance required by this Section 15 does not limit or affect the Reseller’s liability under this Reseller Schedule or the MSA.
16. Reseller Performance Requirements
16.1 Minimum Standards. Reseller will perform its obligations competently, diligently, and in accordance with professional standards applicable to accounting, payroll administration, bookkeeping, HR advisory, or similar services.
16.2 Responsiveness. Reseller will respond to End Client inquiries and issues related to the Services within commercially reasonable timeframes based on the urgency of the request.
16.3 Training and Expertise. Reseller shall ensure that all Reseller Administrators and Authorized Users:
(a) complete any onboarding or training reasonably required by PaymentEvolution;
(b) maintain familiarity with the Services;
(c) understand applicable compliance requirements (e.g., payroll rules, privacy obligations).
16.4 Service Quality. Reseller must not perform its services in a way that:
(a) brings PaymentEvolution or the Services into disrepute;
(b) exposes PaymentEvolution to excessive operational or regulatory risk; or
(c) materially increases PaymentEvolution’s support burden.
17. Use of Trademarks & Branding
17.1 Limited License. PaymentEvolution grants Reseller a limited, revocable, non-exclusive right to use PaymentEvolution’s name, logos, and trademarks solely to market the Services to End Clients, provided such use complies with PaymentEvolution’s brand guidelines and any instructions provided from time to time.
17.2 Restrictions. Reseller may not:
(a) alter or modify PaymentEvolution’s trademarks;
(b) create deceptive, confusing, or misleading branding;
(c) imply a partnership, joint venture, or endorsement;
(d) use PaymentEvolution branding in a way that suggests the Services are operated or owned by the Reseller.
17.3 Termination of Rights. PaymentEvolution may revoke branding rights upon notice. Upon termination of this Reseller Schedule, Reseller must immediately cease all use of PaymentEvolution’s trademarks.
18. Marketing and Representation Restrictions
18.1 Accurate Marketing. Reseller may promote the Services but must use only PaymentEvolution-approved descriptions, documentation, and marketing content.
18.2 Prohibited Claims. Reseller must not:
(a) make warranties, promises, or guarantees about the Services beyond those explicitly stated by PaymentEvolution;
(b) misrepresent the features, pricing, compliance status, or limitations of the Services;
(c) provide tax, legal, HR, or employment law advice on behalf of PaymentEvolution;
(d) imply PaymentEvolution is responsible for the Reseller’s own professional services or errors.
18.3 Compliance With Laws. All Reseller marketing must comply with applicable laws and professional advertising standards.
19. Termination Transition Assistance
19.1 Transition Rights. Upon expiration or termination of the reseller relationship, PaymentEvolution may communicate directly with End Clients to:
(a) inform them of the change;
(b) offer direct onboarding;
(c) maintain continuity of their Services.
19.2 Non-Interference. Reseller shall not:
(a) prevent or interfere with PaymentEvolution’s communication with End Clients;
(b) block access to End Client Data;
(c) misrepresent the reason for termination; or
(d) attempt to redirect or migrate End Clients away from the Services except pursuant to the End Client’s express written instruction.
19.3 Cooperation. Reseller will reasonably cooperate with PaymentEvolution to assist End Clients in maintaining uninterrupted access to the Services.
20. Reseller Conduct Requirements
20.1 Professional Conduct. Reseller agrees to conduct itself ethically and professionally in all dealings involving the Services.
20.2 Prohibited Conduct. Reseller may not:
(a) engage in fraudulent, deceptive, abusive, or harassing practices;
(b) misuse access to the Services to harm End Clients or PaymentEvolution;
(c) attempt to gain unauthorized access to the Services or any other customer’s data;
(d) utilize data obtained through the Services for any purpose other than providing permitted services to an End Client;
(e) cause excessive support burden or system load through misuse or negligent operation.
20.3 Violation. Material breach of this section constitutes grounds for immediate suspension or termination under the MSA.
21. Prohibition on Competing Services Built on the API
21.1 No Competing Products. Except as expressly permitted in a separate written partner agreement, Reseller may not use the API, platform, or Services to develop, operate, or provide:
(a) employee self-service portals or pay stub/tax slip distribution tools;
(b) payroll engines or payroll automation systems;
(c) group benefits administration or enrollment systems;
(d) B2B payment platforms or AP/AR automation tools;
(e) HR, scheduling, or employment management systems that compete with or replace the Services.
21.2 Determination of Violation. PaymentEvolution has the sole right to determine whether a Reseller’s product or service violates this section.
21.3 Remedies. PaymentEvolution may immediately:
(a) suspend or revoke API access;
(b) terminate the Reseller relationship;
(c) pursue damages for loss of revenue or competitive harm.
22. Reporting Obligations
22.1 Insurance Reports. Upon PaymentEvolution’s request, Reseller must provide updated evidence of insurance coverage required under Section 15.
22.2 Security Incidents. Reseller must promptly report any:
(a) data breach;
(b) unauthorized access;
(c) suspected compromise of API keys or credentials;
(d) misuse by Authorized Users or Automated Agents.
22.3 Regulatory Notices. Reseller must report any government, tax authority, or court notices that could affect PaymentEvolution’s processing, risk posture, or compliance obligations.
22.4 Automated Agent Activity. Upon request, Reseller must provide reasonable logs or explanations of Automated Agent usage patterns relevant to a security or abuse investigation.
23. Audit Rights
23.1 Purpose of Audit. PaymentEvolution may audit Reseller solely to verify:
(a) compliance with this Reseller Schedule,
(b) proper use of the API, Automated Agents, and credentials,
(c) adherence to branding and marketing rules, and
(d) payment accuracy and billing integrity.
23.2 Scope and Notice. Audits will be:
(a) conducted upon at least ten (10) business days’ prior notice;
(b) performed during normal business hours;
(c) limited to materials reasonably required to validate compliance.
23.3 Cooperation. Reseller must reasonably cooperate, including providing requested logs, documentation, or access.
23.4 Costs. If an audit reveals a material breach or underpayment of more than five percent (5%), Reseller shall reimburse PaymentEvolution for the cost of the audit.
24. General
24.1 Quebec Consumer Legislation. Resellers acknowledge that their use of the Services is strictly commercial in nature. The consumer protection obligations under Quebec’s Loi sur la protection du consommateur, including cancellation-button or renewal-notice requirements, do not apply to Reseller accounts or Reseller-managed End Clients.
24.1 Governing Law and Jurisdiction. This Reseller Schedule is governed by the same law and jurisdiction provisions as the MSA.
24.2 Assignment. Reseller may not assign this Reseller Schedule without PaymentEvolution’s prior written consent, except as permitted by the MSA.
24.3 Entire Agreement (Reseller). This Reseller Schedule, together with the MSA and any applicable Reseller Order Forms, constitutes the entire agreement between PaymentEvolution and Reseller with respect to the subject matter hereof.