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Terms & Conditions

Last Updated: December 4, 2025

This Master Services Agreement ("Agreement") is made between PaymentEvolution Corporation ("PaymentEvolution", "we", "us", or "our"), a Canadian corporation with its principal place of business at 2600 Skymark Ave, Building 1, Unit 200, Mississauga, Ontario, L4W 5B2, and the entity or individual identified in the registration process or Order Form ("Client", "User", "you", or "your").

By clicking "I Agree", creating an Account, or accessing the Services at anytime, you agree to be bound by this Agreement, which includes the General Terms below and any applicable Service Schedules relevant to your subscription plan.

Hierarchy of Documents

The following order of precedence applies if there is any conflict among documents:

Applicable Canadian privacy or financial-services law (including PIPEDA, Quebec Law 25, RPAA, PCMLTFA).
The Canadian Data Processing Agreement (DPA).
The Reseller Schedule (with respect to reseller activities).
The Beta Software Agreement (with respect to Pre-Release Materials).
The Master Services Agreement (MSA).
All Schedules A–F and Order Forms.

Where possible, documents shall be interpreted harmoniously; however, terms specific to Beta, Data Processing, or Resellers supersede general MSA terms.

1. Definitions and Interpretation

1.1 Definitions. In this Agreement:

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
"Authorized Electronic Agent" means any automated software system, artificial intelligence agent, bot, script, or robotic process automation (RPA) tool that is authorized by the Client, explicitly or effectively through the provision of API Credentials, to access the Platform, retrieve Data, or initiate Transactions on the Client’s behalf.
“Automated Agent”
Has the same meaning as Authorized Electronic Agent.
"API Credentials" means the secure keys, tokens, client IDs, and secrets issued to the Client for the purpose of programmatic access to the Services.
"Client Data" means all data, information, and material provided or submitted by or on behalf of the Client to the Service, including Payroll Information, HR records, payee information, benefits data, tax data, banking details, documents, logs, and metadata.
"Confidential Information" means all non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (including Pre-Release Materials, system designs, performance data, business plans, and all Beta Program outputs).
"Content" means text, graphics, images, software, audio, video, information, or other materials available through the Services.
"Documentation" means the online user guides, API documentation, and policies accessible via the Site.
“End Client” means any customer served by a Reseller using the Services.
"Hallucination" Means any unintentionally incorrect, fabricated, or logically unsupported output generated by an automated or AI-driven system.
"Order Form" means an ordering document or online subscription flow specifying the Services to be provided.
"Personal Information" Has the meaning given in the Data Processing Agreement.
"Platform" means the PaymentEvolution online software-as-a-service application.
“Pre-Release Materials” means features, APIs, modules, or tools designated as beta, experimental, early access, or evaluation versions.
"Privacy Laws" means all applicable federal and provincial laws regarding the protection of Personal Information, including PIPEDA (Canada), Quebec Law 25, and others as applicable.
“Reseller” means any accountant, bookkeeper, payroll bureau, or advisor authorized to administer Services for multiple End Clients.
"RPAA" means the Retail Payment Activities Act (Canada) and its associated regulations.
"Service" or "Services" Means all payroll, payments, benefits, HR, scheduling, identity verification, platform, API, and related services provided by PaymentEvolution.
"User" means an individual who is authorized by You to use a Service, for whom You have purchased a subscription (or in the case of any Services provided by Us without charge, for whom a Service has been provisioned), and to whom You (or, when applicable, Us at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business.

2. Use of Services

2.1 Provision of Services. PaymentEvolution shall make the Services available to Client pursuant to this Agreement and the applicable Order Forms.

2.2 License Grant. Subject to the terms of this Agreement and payment of applicable Fees, PaymentEvolution grants Client a limited, non-exclusive, non-transferable right to access and use the Services for its internal business operations.

2.3 Authorized Electronic Agents (AI Agents).

(a) Authorization: Client acknowledges that any action taken by an Authorized Electronic Agent using Client’s API Credentials shall be deemed an action authorized by the Client. Client accepts full responsibility for the configuration, supervision, and actions of such Agents.
(b) Liability for Agents: Client explicitly assumes liability for all Transactions, data retrievals, and communications initiated by its Authorized Electronic Agents. PaymentEvolution shall not be liable for any loss, error, or damage arising from the "Hallucination," malfunction, or unintended behaviour of an Authorized Electronic Agent, including but not limited to the initiation of erroneous payments or the deletion of data.
(c) Rate Limiting & Identification: Client agrees that all Authorized Electronic Agents must identify themselves via User-Agent strings or API headers as reasonably requested by PaymentEvolution. PaymentEvolution reserves the right to throttle or suspend access to any Agent that disrupts platform stability or exceeds reasonable usage limits.
(d) PaymentEvolution may use automated systems, machine-learning models, behavioral analytics, and risk-scoring engines to deliver, secure, and optimize the Services.
(i) Outputs generated by such systems are for informational purposes only; Client remains responsible for reviewing and confirming all payroll, tax, and payment instructions.
(ii) Where Client, a Reseller, or any third party uses an Authorized Electronic Agent (aka “Automated Agent”), all actions taken by such agent under Client’s or Reseller’s credentials are deemed authorized instructions.
(iii) PaymentEvolution is not responsible for hallucinations, erroneous recommendations, or unintended automated actions unless directly caused by PaymentEvolution’s gross negligence.

2.4 Professional Advisor Administrators.

Where Client appoints an accountant, bookkeeper, advisor, or similar third party:

Client authorizes PaymentEvolution to communicate directly with such advisor regarding account administration;
Client acknowledges advisor instructions may bind Client;
If an advisor administers multiple clients, PaymentEvolution may require advisor to become a Reseller and may restrict access until the Reseller Schedule is accepted.

2.5 Consumer Protection - Quebec Residents

To the extent that PaymentEvolution offers any services directly to individuals acting for personal, household, or family purposes in Quebec, the Quebec Loi sur la protection du consommateur (including proposed sections 187.28 and 187.29) applies despite any conflicting term in this Agreement. Where applicable, PaymentEvolution shall provide:
(a) a readily identifiable, accessible online cancellation function (“Cancel Subscription” button) for contracts that may be resiliated without cause; and
(b) written advance notice prior to the expiry of any free or promotional pricing period that renews at a higher price, stating the end date of such period and the applicable price thereafter.
These rights apply only to Quebec “consumers” as defined under the LPC and do not apply to businesses, employers, resellers, or professional advisors.

2.6 API Versioning and Deprecation.

Unless required due to security, fraud, operational instability, or legal obligations, PaymentEvolution will:

Provide 90 days' notice before deprecating stable API endpoints.
Maintain backward compatibility where reasonably practical.
Reserve the right to immediately revoke API keys due to abuse, security risk, or violations of the Agreement.

2.7 Prohibited Uses. Client shall not:

(a) Sell, resell, license, sublicense, distribute, or otherwise commercially exploit the Services (unless acting as an authorized Reseller).
(b) Attempt to gain unauthorized access to the Services or related systems.
(c) Use bots, spiders, or other automated means to "scrape" or extract data from the Platform interface (UI) that is not exposed via the documented API.
(d) Use the Services, or any Content or Data derived therefrom, to train, fine-tune, or test any artificial intelligence or machine learning model, large language model (LLM), or similar technology, without the prior express written consent of PaymentEvolution.

2.8 Modifications. PaymentEvolution reserves the right to modify the Services or this Agreement from time to time. Significant changes will be communicated to Client via email or Platform notification. Continued use of the Services constitutes acceptance of the changes.

3. Fees and Payment

3.1 Fees. Client agrees to pay all fees specified in Order Forms and applicable Service Schedules. Fees are based on Services subscriptions purchased and usage (e.g., per transaction fees) and not actual usage, unless otherwise specified.

3.2 Invoicing and Payment. Fees will be billed monthly in arrears. Client authorizes PaymentEvolution to debit Client’s designated Bank Account or, on eligible Service Plans, charge Client’s credit card for all Fees.

3.3 Dispute of Automated Charges. Client acknowledges that usage-based fees triggered by Authorized Electronic Agents (e.g., per-API-call charges) are valid and payable. Client waives the right to dispute charges on the basis that an Agent acted erroneously or excessively, provided the charges reflect actual system usage.

3.4 Fee Changes & Cancellation. PaymentEvolution reserves the right to modify the Fees for the Services at any time. We will provide you with at least thirty (30) days' prior written notice of any material increase in Fees. If you do not agree to such increase or any material change to this Agreement, you may terminate the affected Services by providing notice of termination prior to the effective date of the fee change or Agreement update. Your continued use of the Services after the fee change or update goes into effect constitutes your acceptance of those changes. Optional service Fees may not require advance written notice of a material increase.

3.5 Overdue Charges. If PaymentEvolution is unable to collect any Fees due to insufficient funds in your Bank Account or for any other reason, you agree to pay the amount due immediately upon demand. You shall be responsible for any applicable exceptions processing fees, bank fees, or return item charges. Overdue amounts shall accrue interest at the lesser of 18% per annum or the maximum rate permitted by law, calculated daily and compounded monthly. You agree to reimburse PaymentEvolution for all reasonable costs incurred in collecting overdue amounts, including reasonable legal fees.

3.6 Service Plan Changes. PaymentEvolution offers various Service Plans and optional add-on services with differing features and Fee schedules. Client must select a Service Plan prior to accessing the Services. Client may request to change its Service Plan by contacting PaymentEvolution support or, where available, through the Platform interface. (a) Reseller Accounts: If Client subscribes to the Services through an authorized Reseller, Service Plan administration and changes are subject to the terms agreed upon with the Reseller. PaymentEvolution takes no action on Plan changes for Reseller-managed accounts without authorization from the Reseller. (b) Upgrades: If Client chooses to upgrade to a higher-tier Service Plan or adds optional services (the "Upgrade"), such Upgrade will be effective immediately. Client agrees that the Fee schedule applicable to the Upgrade will apply to the entire calendar month in which the Upgrade occurred, regardless of the date of the Upgrade. There is no proration of Fees for mid-month Upgrades. (c) Downgrades: Downgrades from an existing Service Plan are permitted only at the sole discretion of PaymentEvolution. PaymentEvolution is under no obligation to approve a downgrade request, and no refunds or credits will be issued for prepaid Fees or partial months in the event a downgrade is approved.

4. Account Usage and Responsibilities

4.1 Account Registration and Authority. To access the Platform, Client must register for an Account. Client agrees to provide accurate, current, and complete information during the registration process. (a) Account Administrators: Client shall designate one or more individuals ("Account Administrators") with the authority to (i) act on Client’s behalf, (ii) provide instructions and Data to PaymentEvolution, and (iii) bind Client with respect to the Services. (b) Authorized Actions: Client is solely responsible for all activity that occurs under its Account. Any action taken by an Account Administrator, or any action authorized by an Account Administrator (including providing access to other users or third-party advisors such as accountants), is deemed an "Authorized Action." Client acknowledges that PaymentEvolution relies on these Authorized Actions as if Client had provided written authorization. (c) Reseller Accounts: If Client registers via a Reseller, the Reseller may hold administrator privileges or impose additional restrictions on the Account.

4.2 Security and Credentials. Client and its Account Administrators are responsible for maintaining the confidentiality of all login credentials, API keys, and passwords ("Credentials"). Client accepts full responsibility for any unauthorized access resulting from Client’s failure to secure its Credentials or equipment. Client must immediately notify PaymentEvolution of any unauthorized use of its Account. PaymentEvolution reserves the right to suspend access if it reasonably suspects a security breach.

4.3 Data Accuracy and Review. (a) Client Responsibility: Client is solely responsible for the accuracy, completeness, and timeliness of all Data provided to PaymentEvolution, whether input by Client directly or by a third party (e.g., a Reseller or Accountant). Client represents that it has the necessary legal authority to share such Data. (b) Review of Outputs: Client must promptly review all reports, filings, pay stubs, and materials posted to the Platform ("Materials"). Client must notify PaymentEvolution of any errors or inaccuracies in the Materials immediately. PaymentEvolution is not liable for errors resulting from Client’s failure to review Materials or provide accurate inputs. (c) Third-Party Notices: Client must immediately notify PaymentEvolution of any notices received from government agencies (e.g., Canada Revenue Agency) or insurance carriers that relate to the Services.

4.4 Electronic Consent. Client agrees that the entry of Credentials and the selection of buttons or links (e.g., "Submit Payroll," "Approve," or "I Agree") constitutes a legal signature and a binding instruction to PaymentEvolution to process Transactions, filings, or payments.

4.5 Verification and Credit Policy. Client authorizes PaymentEvolution to obtain, verify, and record information identifying the Client and its beneficial owners, including requesting driver’s licenses or other identity documents. Client consents to PaymentEvolution obtaining credit reports regarding Client’s business and reporting adverse credit information to credit bureaus and taxing authorities (including the CRA). PaymentEvolution reserves the right to decline or terminate Services if Client’s credit is deemed unsatisfactory or if identity verification fails.

4.6 Acceptable Use Policy (Prohibited Activities). Client agrees not to, and shall not allow any Authorized User to: (i) Use the Services for any illegal purpose, or in violation of any local, provincial, or federal law; (ii) Upload content that is fraudulent, defamatory, obscene, strictly prohibited, or that infringes on the intellectual property rights of others; (iii) Upload or transmit viruses, malware, or code designed to disrupt the Platform; (iv) Impersonate any person or entity or misrepresent Client's affiliation with any person or entity; (v) Interfere with, burden, or disrupt PaymentEvolution’s infrastructure (including "spamming" or placing disproportionate loads on the system); (vi) Harvest, scrape, or bulk-download Content or Data from the Platform (except as expressly permitted via standard export features); (vii) Resell, sublicense, or timeshare the Services without PaymentEvolution’s express written consent; or (viii) Access the Services to build a competitive product or service.

5. Payment Services & Funds Management

5.1 Authorization to Debit and Credit Where the Services involve the movement of funds (including Payroll and Business Payments), Client authorizes PaymentEvolution to initiate debit and credit entries to Client's designated Bank Account. This authorization covers all "Amounts Due," including principal transaction amounts, tax liabilities, Service fees, finance charges, and adjustments for erroneous credits. This authorization remains in full force until terminated by Client in writing with reasonable notice.

5.2 Funding Methods and Obligations PaymentEvolution reserves the sole right to designate which funding methods are permitted for Client's Account.

(a) Pre-Authorized Debit ("Pull"): If Client funds via pre-authorized debit, Client must maintain sufficient immediately available funds in its designated Bank Account to cover all Amounts Due as of the applicable processing deadline.
(b) Client-Initiated Funding ("Push"): If Client elects (or is required) to fund transactions via Wire Transfer, Interac, Bill Payment, or other methods where Client pushes funds to PaymentEvolution:
Approved Methods Only: Client shall only use funding methods expressly approved by PaymentEvolution in advance. PaymentEvolution may revoke approval for specific funding methods at any time.
Receipt of Funds: Client must ensure that funds are received and fully cleared in PaymentEvolution’s designated account prior to the applicable processing cutoff time. Client acknowledges that transmission times vary by bank and method, and Client bears the risk of any transit delays.
Identification: Client must include accurate reference information (e.g., Client Account Number, Invoice ID) with every transfer. PaymentEvolution is not liable for service delays or failures resulting from unidentifiable funds or funds lacking proper reference details.

5.3 Failure to Fund If funds are not received by the deadline, or if a debit is rejected for any reason:

(a) PaymentEvolution may refuse to process the transaction or perform further Services;
(b) Client becomes immediately liable for the Amounts Due plus any resulting penalties, interest, or finance charges; and
(c) PaymentEvolution may set off any amounts Client owes against any funds PaymentEvolution holds on Client's behalf or debit any other account owned by Client.

5.4 Expedited Processing PaymentEvolution may, in its sole discretion, grant Client access to expedited processing timelines (e.g., settlement periods of less than five (5) business days). Client acknowledges that access to expedited processing is a privilege and not a guaranteed feature of the Services. PaymentEvolution reserves the right to revoke this privilege immediately and without prior notice if:

(a) A debit to Client's account is rejected for Non-Sufficient Funds (NSF) or any other reason;
(b) PaymentEvolution determines, in its sole assessment, that Client’s credit profile has deteriorated or presents an elevated risk; or
(c) Client fails to comply with any material term of this Agreement. Upon revocation, Client’s processing timeline will automatically revert to PaymentEvolution’s standard funding period.

5.5 Float and Investment of Funds Funds withdrawn from or remitted by Client ("Transaction Funds") are held by PaymentEvolution in commingled accounts at financial institutions until due to the applicable payee or tax agency.

Ownership of Interest: Client acknowledges that PaymentEvolution is entitled to invest Transaction Funds in accordance with its investment guidelines, provided such investments do not impair liquidity or availability of funds when due.. PaymentEvolution shall retain all interest, income, and gains derived from such investments. Client shall receive no interest on Transaction Funds.
Risk of Loss: PaymentEvolution shall indemnify Client against any loss of principal of the Transaction Funds caused by PaymentEvolution’s investment activities. However, Client acknowledges that no government agency (e.g., CDIC) insures these funds while in transit.

5.6 Failed Payments If a payment cannot be completed (e.g., invalid payee account) and funds are returned to PaymentEvolution ("Unpaid Funds"), PaymentEvolution will attempt to credit the Unpaid Funds back to Client’s Bank Account or otherwise notify Client.

5.7 Unclaimed Property (Escheatment) Client is solely responsible for resolving Unpaid Funds with the intended payee. Client acknowledges that it—not PaymentEvolution—is responsible for complying with all applicable unclaimed or abandoned property laws (escheatment). Client hereby releases and indemnifies PaymentEvolution from all liability, audits, assessments, or claims arising from the handling or reporting of unclaimed property.

5.8 Regulatory Compliance & Payee Verification Client acknowledges that PaymentEvolution is a Payment Service Provider subject to the Retail Payment Activities Act (RPAA) and a Money Service Business subject to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA). To enable PaymentEvolution to fulfill its regulatory obligations:

(a) Payee Verification: Client represents and warrants that it has verified the identity, legitimacy, and banking information of all employees, vendors, and other recipients ("Payees") to whom it directs funds. Client assumes full responsibility for the accuracy of all Payee data entered into the System.
(b) Data Requirements: Client agrees to provide all Payee information reasonably requested by PaymentEvolution for compliance purposes, including but not limited to full legal names, physical addresses, and nature of the business relationship. PaymentEvolution reserves the right to suspend any transaction that lacks sufficient data to satisfy sanctions screening or regulatory reporting requirements.
(c) Prohibited Transactions: Client shall not use the Services to transmit funds to any person or entity listed on a Canadian or international sanctions list, or for any purpose related to money laundering or terrorist financing.
(d) Liability: PaymentEvolution relies solely on Client’s representations regarding Payees. PaymentEvolution shall have no liability for payments made to fraudulent, sanctioned, or incorrect Payees resulting from Client’s failure to properly verify its recipients. Client agrees to indemnify PaymentEvolution against any regulatory fines, penalties, or losses arising from Client’s provision of inaccurate or incomplete Payee information.

5.9 Client Operational Obligations In connection with the Payment Services, Client agrees to:

(a) Authorized Users: Designate and maintain at least one Account Administrator with the authority to approve payments and manage user permissions. PaymentEvolution is entitled to rely on any instruction provided by an Account Administrator.
(b) Account Security: Diligently monitor its Account for suspicious or unauthorized activity and notify PaymentEvolution immediately of any potential security breach.
(c) Third-Party Notices: Immediately notify PaymentEvolution of any third-party legal notices (e.g., Canada Revenue Agency Requirements to Pay, garnishments, or liens) that may affect the Client’s ability to fund payments or PaymentEvolution’s legal risk in processing them.

6. Confidentiality, Privacy, and Data Security

6.1 Protection of Confidential Information. Each party agrees to hold Confidential Information in confidence and not to use it for any purpose other than to perform its obligations under this Agreement.

6.2 Data Ownership. Client retains all right, title, and interest in and to Client Data. PaymentEvolution acquires no right, title or interest from Client under this Agreement in or to Client Data, except for the limited license to host, copy, transmit and display Client Data as necessary for PaymentEvolution to provide the Services.

6.3 Aggregated Data. PaymentEvolution may derive statistical, aggregated data from Client Data ("Aggregated Data") for the purpose of improving the Services and providing industry insights, provided such data does not identify Client or any individual. PaymentEvolution owns all right, title, and interest in Aggregated Data.

6.4 Security & RPAA Compliance. PaymentEvolution represents that it maintains an operational risk management framework consistent with the requirements of the Retail Payment Activities Act.

(a) Incident Reporting: Each party must notify the other within twenty-four (24) hours of discovering a "Security Incident" (as defined under applicable Privacy Laws) affecting Client Data.
(b) Safeguarding of Funds: Funds held by PaymentEvolution on behalf of Client or its Payees are held in a segregated account at a regulated financial institution and are safeguarded in accordance with the RPAA. These funds do not form part of PaymentEvolution’s general estate.

6.5 Quebec Law 25 Transparency. To the extent PaymentEvolution employs automated decision-making that exclusively affects the Client or its Users (e.g., automated fraud suspension), PaymentEvolution shall, upon request, inform the Client of the personal information used to render the decision and the reasons for the decision, in accordance with the Act respecting the protection of personal information in the private sector (Quebec).

6.6 Private-to-Private Information Sharing. To help detect, prevent, and report suspected money laundering, terrorist financing, or related financial crimes, and to protect the integrity of the Canadian financial system, Client acknowledges that PaymentEvolution may share relevant personal or transactional information with other reporting entities or regulators as permitted under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act. Such information sharing will occur only where a code of practice or similar framework has been approved by the Office of the Privacy Commissioner of Canada. All disclosures will be made in good faith, in accordance with FINTRAC guidance, and with appropriate safeguards consistent with Canadian privacy laws.

7. Intellectual Property and Indemnification

7.1 PaymentEvolution IP. PaymentEvolution retains all rights, title, and interest in the Services, Platform, and Documentation, including all related intellectual property rights.

7.2 Vendor Indemnification. PaymentEvolution shall defend Client against any claim, demand, suit, or proceeding made or brought against Client by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify Client for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Client in connection with any such claim; provided, that Client (a) promptly gives PaymentEvolution written notice of the claim; (b) gives PaymentEvolution sole control of the defense and settlement of the claim; and (c) provides to PaymentEvolution all reasonable assistance.

7.3 Client Indemnification. Client shall defend PaymentEvolution against any claim, demand, suit, or proceeding made or brought against PaymentEvolution by a third party alleging that: (i) Client Data or Client’s use of the Services in breach of this Agreement infringes or misappropriates the intellectual property rights of a third party or violates applicable law; or (ii) arising from the actions, errors, or "Hallucinations" of any Authorized Electronic Agent employed by Client; and shall indemnify PaymentEvolution for any damages finally awarded against, and for reasonable attorney’s fees incurred by, PaymentEvolution in connection with any such claim.

8. Limitation of Liability

8.1 Exclusion of Indirect Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 General Liability Cap. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE ORDER FORMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER IN THE THREE (3) MONTHS PRECEDING THE INCIDENT.

8.3 Data Breach "Super Cap". NOTWITHSTANDING SECTION 8.2, FOR CLAIMS ARISING FROM A BREACH OF SECTION 6 (CONFIDENTIALITY, PRIVACY, AND DATA SECURITY) OR GROSS NEGLIGENCE RESULTING IN THE UNAUTHORIZED DISCLOSURE OF PERSONAL INFORMATION, THE AGGREGATE LIABILITY SHALL BE CAPPED AT THE TOTAL FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT.

8.4 AI Disclaimer. PAYMENTEVOLUTION SPECIFICALLY DISCLAIMS LIABILITY FOR ANY ERRORS, INACCURACIES, OR LOSSES CAUSED BY THE INTERACTION OF CLIENT’S AUTHORIZED ELECTRONIC AGENTS WITH THE PLATFORM, UNLESS CAUSED BY THE GROSS NEGLIGENCE OF PAYMENTEVOLUTION. CLIENT ACKNOWLEDGES THAT AI AGENTS MAY PRODUCE UNPREDICTABLE OUTPUTS ("HALLUCINATIONS") AND ASSUMES ALL RISKS ASSOCIATED WITH THEIR USE.

9. Term and Termination

9.1 Term. This Agreement commences on the date Client accepts it and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated.

9.2 Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

9.3 Suspension for Security. PaymentEvolution may immediately suspend Services if Client’s Authorized Electronic Agent poses a security threat or initiates abusive traffic volumes.

9.4 Return of Data. Upon request by Client made within 30 days after the effective date of termination, PaymentEvolution will make available to Client for download a file of Client Data (format as determined by PaymentEvolution). After such 30-day period, PaymentEvolution shall have no obligation to maintain or provide any Client Data.

10. General Provisions

10.1 Governing Law. This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario.

10.2 Independent Contractors. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

10.3 Entire Agreement. This Agreement, including all Schedules and Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

10.4 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). (a) Permitted Assignment: Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without the consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee is not a direct competitor of the non-assigning party. (b) Remedy: A party's sole remedy for any purported assignment by the other party in breach of this Section 10.4 shall be, at the non-assigning party's election, termination of this Agreement upon written notice to the assigning party. (c) Binding Effect: Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

Schedule A: Payroll Service Terms

This Schedule sets forth the specific terms governing the provision of the Payroll Service by PaymentEvolution to the Client (formerly "User"). It is subject to the terms of the Master Services Agreement ("MSA").

A1. Provision of Payroll Services

A1.1 Service Scope: Subject to Client’s compliance with this Agreement and payment of Fees, PaymentEvolution agrees to use reasonable efforts to provide the Payroll Service, which includes: (i) calculating payroll and associated liabilities; (ii) processing payroll payments; (iii) filing payroll taxes and making tax payments electronically; and (iv) remitting third-party payments (e.g., garnishments) where applicable.

A1.2 Client Obligations: In addition to its obligations under the MSA, Client shall:

(i) Maintain a designated Account Administrator;
(ii) Provide all necessary Payroll Information (as defined below) accurately and on time;
(iii) Review all outputs for errors prior to final submission; and
(iv) Immediately notify PaymentEvolution of any government notices (e.g., CRA penalties) that affect the Services.

A1.3 No Fiduciary Status: Client acknowledges that PaymentEvolution is a service provider, not a fiduciary, legal advisor, or tax accountant. Use of the Services does not relieve Client of its record-keeping or legal obligations under applicable law.

A1.4 Government Filings Authorization: Client authorizes PaymentEvolution to submit tax slips (e.g., T4s), Records of Employment (ROEs), and other filings to government agencies (e.g., CRA, Service Canada) on Client’s behalf. Client consents to the disclosure of its Business Number and other identifying data to such agencies. Client remains solely responsible for the accuracy of data used in these filings and must retain copies for at least 6 years.

A2. Payroll Information and Authorization

A2.1 Information Accuracy: "Payroll Information" includes all data provided by Client, its employees, or agents to calculate pay, benefits, and taxes. Client must review all Payroll Information before submitting a payroll run. By submitting a payroll, Client warrants that the data is accurate and approves the resulting calculations.

A2.2 Deemed Authorization: Any instruction or data entry made by an Account Administrator or Authorized Representative (including clicking "Submit" or "Approve") is deemed fully authorized by Client. PaymentEvolution is not liable for errors resulting from uncorrected Payroll Information or unauthorized internal use of Client’s Account.

A2.3 Payment Orders: Client authorizes PaymentEvolution to create and transmit credit/debit entries ("Payment Orders") based on the Payroll Information. PaymentEvolution is not required to verify Payment Orders for errors but may, in its discretion, refuse or return inconsistent instructions.

A3. Tax Filing and Liability

A3.1 Filing Responsibility: PaymentEvolution will only file taxes based on payrolls actually processed and funded through the Platform. Client remains ultimately responsible to taxing authorities for the timely payment and filing of taxes.

A3.2 Error Resolution: If PaymentEvolution negligently fails to file or pay taxes when funds were properly collected and data was accurate:

(i) PaymentEvolution will remit the tax due; and
(ii) PaymentEvolution’s liability is limited to reimbursing Client for direct penalties resulting from such negligence (excluding interest, which remains Client's liability as the tax was due anyway). Payment of penalties is at PaymentEvolution's sole discretion and requires Client to mitigate damages.

A4. Termination of Payroll Service

A4.1 Final Filings: Upon termination of the Payroll Service, PaymentEvolution has no obligation to make further filings. Client must strictly follow PaymentEvolution’s procedures to elect "Post-Termination Filing" handling. If Client fails to make an election, PaymentEvolution may, at its option, make a default selection, for which it bears no liability.

A5.1 Data Sharing: If Client is an employee or contractor using the Platform, they authorize PaymentEvolution to share any information they provide (e.g., address changes, banking details) with their employer (the "Client") for the purpose of payroll administration.

A6. AI-Initiated Payroll

Client acknowledges that if an Authorized Electronic Agent is used to submit Payroll Information (e.g., hours worked, bonus amounts), PaymentEvolution is entitled to rely on such submission as conclusive and authorized. PaymentEvolution has no duty to verify whether "hallucinated" data (e.g., excessive hours or bonus amounts) submitted by an Agent is accurate.

A7. RPAA and PCMLFTFA Disclosures

Client represents that all funds directed to PaymentEvolution for payroll disbursement are derived from legitimate business activities. PaymentEvolution acts as a PSP under the RPAA and will safeguard such funds in a segregated account until disbursement.

Schedule B: Business Payments Terms of Use

This Schedule sets forth the specific terms governing the provision of Business Payment Services (e.g., vendor payments, contractor payments) by PaymentEvolution to the Client.

B1. Provision of Business Payment Services

B1.1 Service Scope: Subject to Client’s compliance with this Agreement, PaymentEvolution agrees to use reasonable efforts to facilitate business payments to vendors, suppliers, and independent contractors ("Payees") as instructed by Client.

B2. Liability and Data

B2.1 Data Accuracy: PaymentEvolution relies entirely on payment instructions (Payee name, account number, amount) provided by Client. PaymentEvolution is not liable for penalties, interest, or losses resulting from inaccurate data provided by Client or its Administrators.

B2.2 Data Sharing: Client acknowledges that PaymentEvolution acts as an intermediary. Client authorizes PaymentEvolution to share relevant payment data with Client's vendors and contractors (Payees) to facilitate reconciliation.

B3. Termination

B3.1 Cessation of Payments: Upon termination of the Business Payment Service, PaymentEvolution has no obligation to facilitate further payments. Any pending payments not yet funded may be cancelled by PaymentEvolution immediately.

B4. Automated Invoice Processing

If Client utilizes AI Agents to automatically ingest invoices and trigger payments (AP Automation):

Client is solely responsible for the validation of vendor details (Payee Name, Account Number).
PaymentEvolution is not liable for payments made to fraudulent actors if the instruction was authenticated via valid API Credentials used by Client’s AI Agent.

B5. Fraud Detection

PaymentEvolution reserves the right, but not the obligation, to delay or reject any payment instruction that is flagged by its internal fraud detection models (including AI-driven anomalies). Client agrees to cooperate in verifying such transactions.

Schedule C: PayChequer Terms of Service

These PayChequer Terms ("Service Terms") govern the use of the PayChequer employee portal and related applications (the "PayChequer Service"). These terms constitute a binding legal agreement between PaymentEvolution Corporation ("PaymentEvolution", "We", "Us") and the individual user accessing the service ("User", "You").

By creating an account, clicking "I Accept," or using the PayChequer Service, You agree to these terms.

C1. The PayChequer Service

C1.1 Core Service. PaymentEvolution provides the PayChequer Service to allow You to view your pay history, pay stubs, and tax forms (e.g., T4, T4A, RL-1) as provided by your employer.

C1.2 Third-Party Marketplace. PaymentEvolution may offer You access to optional third-party products or services via PayChequer, including but not limited to insurance products, savings plans, early wage access, or lending services ("Third-Party Services").

C2. User Obligations

C2.1 Security. You are responsible for maintaining the confidentiality of Your login credentials. You agree to notify PaymentEvolution immediately of any unauthorized access to Your account.

C2.2 Accuracy. You represent that the banking information, mailing address, and personal details provided in Your profile are accurate and current. PaymentEvolution is not liable for payment errors resulting from inaccurate data provided by You.

C2.3 Compliance. You agree not to use the PayChequer Service for any illegal purpose or in violation of any sanctions or anti-money laundering laws.

C3. Fees and Payments

C3.1 Core Service Fees. The Core Service (viewing paystubs and tax forms) is currently provided at no charge to You.

C3.2 Third-Party Service Fees. If You opt-in to use Third-Party Services, You agree to pay the fees associated with those specific services as disclosed at the time of purchase or subscription.

C3.3 Billing Authorization. You authorize PaymentEvolution to collect fees for selected Third-Party Services via:

(a) Deduction from Your net pay (where supported by Your employer);
(b) Credit Card charge; or
(c) Pre-Authorized Debit (PAD) from Your bank account (see Section 5).

C3.4 Late Payments. If PaymentEvolution is unable to collect fees when due, We reserve the right to suspend Your access to the Third-Party Services and/or the PayChequer Service until payment is received. Unpaid amounts may accrue interest at 1.5% per month (18% per annum) or the maximum permitted by law.

C4. Direction to Transfer Funds (Payroll Deductions)

If You elect to use a feature that requires funds to be transferred from Your wages (e.g., directing a portion of pay to a savings account or paying a third-party vendor):

C4.1 Authorization. You legally authorize and direct Your Employer and PaymentEvolution to deduct the specified amount from Your net wages and transfer it to the designated recipient/vendor.

C4.2 Release. You release Your Employer and PaymentEvolution from any liability for acting in accordance with this direction. This direction remains in effect until You cancel it via the PayChequer interface.

C5. Pre-Authorized Debit (PAD) Agreement

If You connect a bank account to pay for Third-Party Services or to rectify payment errors, You agree to the following Personal PAD agreement:

(a) Authorization: You authorize PaymentEvolution to debit the bank account listed in Your profile for: (i) fees related to Third-Party Services You have selected; (ii) repayment of funds credited to You in error; and (iii) any other amounts You explicitly authorize via the Service.
(b) Sporadic Debits: You acknowledge that debits may be sporadic in frequency and variable in amount, depending on Your usage of the Service.
(c) Waiver of Pre-Notification: You waive the right to receive pre-notification of the amount and date of each debit. The confirmation screen or transaction summary provided within PayChequer at the time of Your purchase serves as sufficient notice.
(d) Cancellation: You may revoke this authorization at any time by providing notice to PaymentEvolution at least ten (10) business days before the next scheduled debit. To obtain a sample cancellation form, or for more information on Your right to cancel a PAD Agreement, contact Your financial institution or visit www.cdnpay.ca.
(e) Recourse Rights: You have certain recourse rights if any debit does not comply with this agreement. For example, You have the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD Agreement. To obtain more information on Your recourse rights, contact Your financial institution or visit www.cdnpay.ca.

C6.1 No Liability. Third-Party Services are provided by independent vendors, not PaymentEvolution. PaymentEvolution acts solely as a platform to connect You with these vendors. We make no representations regarding, and accept no liability for, the quality, legality, or performance of Third-Party Services.

C6.2 Data Sharing Consent. By opting into a Third-Party Service, You explicitly consent to PaymentEvolution sharing Your relevant personal and financial data (e.g., employment status, income verification, banking details) with that specific Third-Party Vendor as necessary to facilitate the service.

C7. Termination

C7.1 Termination by User. You may stop using PayChequer at any time.

C7.2 Termination by PayEvo. We may suspend or terminate Your access if You breach these Terms, if Your employer terminates their relationship with PaymentEvolution, or for security reasons.

C7.3 Effect of Termination. Upon termination, You may lose access to historical paystubs and tax forms stored in the Service. You are responsible for downloading copies of Your records prior to termination.

C8. General

C8.1 Governing Law. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

C8.2 Modifications. We may update these Terms from time to time. Continued use of PayChequer after an update constitutes acceptance of the new Terms.

C9. Quebec Transparency

For Employees residing in Quebec, Client acknowledges that PayChequer acts as a data processor. Client is the data controller responsible for providing any required notices regarding automated processing of employee data (e.g., automated scheduling or performance scores ingested into payroll).

Schedule D: Benefits Service Terms

These Benefits Service Terms govern the use of the PaymentEvolution platform to administer, enroll in, or manage insurance and benefit plans.

D1. Definitions and Roles

D1.1 PaymentEvolution ("Tech Provider"). PaymentEvolution Corporation provides the software platform used to manage employee eligibility, calculate deductions, and transmit data. PaymentEvolution is not an insurance broker, insurance carrier, or fiduciary. Employees of PaymentEvolution are not authorized to provide insurance recommendations, suitability assessments, or product advice.

D1.2 Workplace Evolution ("The Broker"). Workplace Evolution Inc. is a licensed insurance brokerage and a wholly-owned subsidiary of PaymentEvolution. Workplace Evolution acts as the intermediary between the Client and Insurance Carriers to source, service, and advise on insurance products. This corporate relationship does not diminish Workplace Evolution Inc.’s duties as an independent brokerage to act in the Client’s best interest when providing insurance advice.

D1.3 Benefits Providers ("The Insurer"). The third-party insurance companies (carriers) that underwrite the risks and issue the Insurance Plans.

D2. Scope of Service

D2.1 The Platform Services. PaymentEvolution agrees to provide:

(a) Online tools for employee enrollment and management;
(b) Payroll deduction calculations for premiums; and
(c) Secure data transmission to The Broker and The Insurers.

D2.2 Brokerage Services. By subscribing to the Benefits Service, the Client appoints Workplace Evolution as its Broker of Record. Workplace Evolution agrees to:

(a) Assist the Client in finding and selecting Insurance Plans;
(b) Present estimates and quotes from Benefits Providers; and
(c) Serve as the primary contact for plan administration questions.

D3. Commissions and Fees

D3.1 Brokerage Commissions. The Client acknowledges that Workplace Evolution receives commissions, fees, or other compensation directly from Benefits Providers (Insurers) in connection with the sale and renewal of Insurance Plans. Compensation received from Insurers may vary by product and may influence the selection of Insurers presented.
D3.2 Platform Fees. PaymentEvolution may charge separate software fees for the use of the benefits administration module, as outlined in the Client's Order Form.

D4. Limitation of Liability & Distinctions

D4.1 Tech Provider vs. Broker. The Client acknowledges that PaymentEvolution and Workplace Evolution are distinct operational entities with separate responsibilities:

(a) PaymentEvolution is responsible solely for the accuracy of the software calculations based on User inputs and the security of data transmission. PaymentEvolution assumes no liability for the professional advice, plan selection, coverage disputes, or errors and omissions of the Broker (Workplace Evolution) or the Insurer.
(b) Workplace Evolution is responsible for its professional services as a licensed broker. Workplace Evolution assumes no liability for technical failures, software downtime, or payroll calculation errors caused by the PaymentEvolution platform.

D4.2 No Insurance Liability. Neither PaymentEvolution nor Workplace Evolution are insurers. We do not underwrite risk, pay claims, or determine eligibility. All coverage determinations are made solely by the Benefits Provider.

D5. Client Responsibilities

D5.1 Plan Fiduciary. The Client retains the status of "Plan Administrator" and fiduciary. The Client is solely responsible for ensuring the selected Insurance Plans comply with employment standards and legal requirements.

D5.2 Data Accuracy. Premiums and eligibility are based on data provided by the Client (e.g., salaries, hire dates). The Client warrants that all such information is accurate. PaymentEvolution is not liable for coverage denials or premium discrepancies resulting from inaccurate or delayed data entry by the Client.

D5.3 Plan Documents. In the event of a conflict between the plan summaries provided on the Platform and the official policy documents issued by the Benefits Provider, the official policy documents shall control.

D6.1 Authorization. The Client authorizes PaymentEvolution to transmit sensitive personal and financial data (including employee health and dependent information) to Workplace Evolution and the applicable Benefits Providers to facilitate the Insurance Plans.

D6.2 User Consent. The Client represents that it has obtained all necessary consents from its employees (and their dependents) to share this information for the purpose of obtaining coverage.

D6.3 KYC and Compliance Requirements. Client acknowledges that PaymentEvolution may collect, verify, and retain personal information about the Client, its representatives, and associated individuals as required to comply with the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) and related regulations. Client agrees to provide all information and documentation requested for identity verification, ongoing monitoring, and compliance purposes.

D7. Termination of Benefits Service

D7.1 Effect of Termination. Upon termination of the Benefits Service:

(a) PaymentEvolution will cease transmitting eligibility files and deductions;
(b) The Client’s Broker of Record relationship with Workplace Evolution will terminate unless mutually agreed otherwise in a separate writing; and
(c) Irreversibility: Termination may result in a lapse of coverage if the Client does not immediately establish an alternative administration method with the Insurer. Neither PaymentEvolution nor Workplace Evolution accepts liability for lapses in coverage resulting from the Client’s termination of the Service.

Schedule E: HX (Human Experience) Service Terms

These HX Service Terms govern the use of PaymentEvolution’s HR support tools, content library, AI features, and consultative services (including HR and Legal guidance).

E1. Definitions and Nature of Service

E1.1 PaymentEvolution ("Tech Provider"). PaymentEvolution provides the technology platform, including the hosting of templates, AI drafting tools, document libraries, and the ticketing system used to request assistance.

E1.2 Service Professionals ("The Consultants"). The Client acknowledges that the consultative services ("Professional Services") are performed by third-party professionals who are independent contractors or service providers under contract with PaymentEvolution. These professionals may include:

(a) Human Resources (HR) consultants; and
(b) Licensed legal professionals (lawyers or paralegals).

E1.3 Scope. The HX Service consists of:

(a) Access to a library of HR and legal document templates ("The Content");
(b) Access to AI-powered drafting assistants ("AI Assistants"); and
(c) Consultative support provided by Service Professionals regarding workplace and employment law issues.

E2. License and Use of Content

E2.1 Limited License. PaymentEvolution grants the Client a non-exclusive, non-transferable, revocable license to access, download, and modify the Content solely for the Client’s internal business use.

E2.2 Prohibited Uses. The Client may not:

· (a) Resell, redistribute, or publish the Content for commercial purposes;

· (b) Use the Content to provide HR or legal services to third parties; or

· (c) Remove any proprietary notices or copyright markings from the Content.

E2.3 No Refunds. Due to the digital nature of the Content, all fees paid for downloadable products or templates are non-refundable.

E3. Role of PaymentEvolution vs. Service Professionals

E3.1 Tech Provider Role. PaymentEvolution is a technology provider and is not a law firm. PaymentEvolution facilitates the connection between the Client and Service Professionals but does not control the specific professional judgment exercised by those professionals.

E3.2 Professional Advice Disclaimer.

(a) Not Legal Representation: The use of the Platform and the engagement of Service Professionals through the Platform does not create a solicitor-client relationship between the Client and PaymentEvolution.
(b) Guidance Only: The Content and Professional Services are provided for informational and guidance purposes. While Service Professionals may provide legal information, the Client remains responsible for retaining their own legal counsel for formal representation in court or binding legal matters.

E3.3 No Liability for Advice. PaymentEvolution assumes no liability for:

(a) The advice, recommendations, or legal opinions provided by the Service Professionals (HR or Legal);
(b) The Client’s specific application or customization of the Content; or
(c) The outcome of any employment dispute, termination, lawsuit, or regulatory audit resulting from the Client's reliance on the HX Service.

E4. AI Assistants in HX

E4.1 Generative AI. The HX Service may include features powered by Large Language Models (LLMs) or other Artificial Intelligence (AI) to assist the Client in drafting documentation, such as employment contracts, policy manuals, or termination letters.

E4.2 Nature of Outputs and "Hallucinations". The Client acknowledges that outputs generated by AI Assistants are probabilistic predictions based on patterns in data. These outputs may contain inaccuracies, omissions, biases, or "Hallucinations" (plausible-sounding but factually incorrect or legally invalid information).

E4.3 Mandatory Human Review. The Client agrees that all AI-generated documents must be reviewed, verified, and edited by a qualified human professional (such as the Client's internal HR administrator or legal counsel) before they are issued to employees or relied upon for business decisions.

E4.4 Specific Disclaimer for AI Outputs. PaymentEvolution specifically disclaims any liability for claims, including but not limited to wrongful dismissal, constructive dismissal, or discrimination, arising from the Client's reliance on unedited or unverified AI outputs.

E5.1 Authorization. The Client acknowledges that to provide the Professional Services, PaymentEvolution must share the Client’s data (including sensitive employee information and potential legal dispute details) with the Service Professionals.

E5.2 Consent. The Client authorizes PaymentEvolution to disclose such information to these independent contractors, lawyers, or HR providers as necessary to fulfill the Client’s request for assistance.

E6. Intellectual Property

E6.1 Ownership. All templates, guides, AI models, and materials available in the HX library remain the intellectual property of PaymentEvolution. The Client does not acquire ownership rights to the Content, only the right to use it as permitted in Section 2.

E7. Termination

E7.1 Effect of Termination. Upon termination of the HX Service:

(a) The license to access the Content library and AI Assistants immediately ceases;
(b) The Client may continue to use documents already downloaded and customized for internal use, but will lose access to updates; and
(c) All access to Service Professionals (HR and Legal) will cease.

Schedule F: API Service Terms

These API Service Terms govern the use of PaymentEvolution’s Application Programming Interfaces (APIs). In the event of a conflict between this Schedule and the Master Service Agreement, this Schedule controls regarding API usage.

F1. Definitions

F1.1 "API" means the programmatic web application programming interfaces, software, Model Context Protocol (MCP) servers, and associated tools/documentation provided by PaymentEvolution.

F1.2 "Application" means any software, script, AI agent, or integration created or used by the Client that interacts with the API.

F1.3 "Automated Agent" means any bot, spider, scraper, AI-driven browser agent, or Large Language Model (LLM) designed to interact with software systems.

F2. License Scope and Classification

PaymentEvolution retains sole discretion to classify the Client’s API usage. Misclassification by the Client constitutes a material breach.

F2.1 Category A: Internal Business Use.

License: PaymentEvolution grants a revocable, non-exclusive, non-transferable license solely for the Client to integrate PaymentEvolution data with their own internal business systems.
Strict Prohibition: The Client is strictly prohibited from using this license to build features for third parties, resell data, or create "white-label" services.

F2.2 Category B: Commercial or Partner Use.

Requirement: Any use of the API to provide services to third parties (including other PaymentEvolution clients) requires a separate Partner Agreement.
Retroactive Reclassification: If PaymentEvolution determines that a Client explicitly or implicitly operates as a Commercial Partner under an Internal Use license, PaymentEvolution reserves the right to retroactively bill the Client at current Partner rates for all historical usage.

F3. Fees, Billing, and Non-Disputability

F3.1 Right to Charge. PaymentEvolution reserves the right to charge fees for API access, including but not limited to: subscription fees, metering fees (per call or per record), and premium endpoint access fees. Pricing may be updated by PaymentEvolution upon notice to the Client.

F3.2 Client Liability for Usage. The Client is solely responsible for all activity occurring under their API credentials. This includes usage generated by:

(a) Bugs or infinite loops in the Client’s code;
(b) "Runaway" AI agents or MCP servers; or
(c) Unauthorized access resulting from the Client’s failure to secure credentials.

F3.3 Non-Refundable and Non-Disputable. ALL API FEES ARE FINAL AND NON-REFUNDABLE. The Client acknowledges that API usage metrics (call counts, data volume) are tracked solely by PaymentEvolution’s systems. The Client irrevocably waives the right to dispute PaymentEvolution’s usage records or invoices based on the Client's own internal logs.

F4. Mandatory API Use (Anti-Scraping & Automation)

F4.1 Exclusive Method. The API is the exclusive permitted method for automated interaction with PaymentEvolution.

F4.2 Prohibition on Interface Automation (Browser Bots). The Client warrants that it will not use Automated Agents, "browser-use" AI agents, screen scrapers, or tools like Selenium/Puppeteer to access the PaymentEvolution human-readable web interface (GUI).

F4.3 Liquidated Damages for Scraping. In the event of a breach of Section F4.2, the Client agrees to pay PaymentEvolution for all costs incurred to investigate and remediate the unauthorized traffic, plus any associated server costs, at a premium rate determined by PaymentEvolution.

F5. Product Restrictions and Non-Replication

F5.1 Prohibition on Functional Replication. Unless explicitly authorized in writing by PaymentEvolution (e.g., via a Partner Agreement), the Client is strictly prohibited from using the API to develop, operate, or distribute an Application that substantially replicates, substitutes for, or competes with the functionality of PaymentEvolution’s proprietary products. This prohibition explicitly includes, but is not limited to:

(a) PayChequer: Any employee self-service portal, pay stub viewer, or tax document retrieval system;
(b) Benefits Tools: Any system for the administration, enrollment, or management of group benefits or insurance; and
(c) Business Payments: Any accounts payable (AP) or accounts receivable (AR) automation tools or B2B payment processing interfaces.

F5.2 Determination of Violation. PaymentEvolution reserves the sole and absolute right to determine whether an Application violates Section F5.1. If such a violation is detected, PaymentEvolution may immediately revoke API access and seek damages for lost revenue.

F6. AI, MCP, and Data Restrictions

F6.1 No Training Rights. The Client shall not use any data retrieved via the API or MCP to train, fine-tune, or improve the weights of any Artificial Intelligence or Machine Learning models without PaymentEvolution’s prior written consent.

F6.2 Context Window Liability. The Client assumes full liability for the security and privacy of data processed via Model Context Protocol (MCP) or LLMs. PaymentEvolution is not liable for data leakage resulting from the Client’s configuration of AI context windows.

F7. Monitoring, Throttling, and Termination

F7.1 Absolute Right to Monitor. PaymentEvolution reserves the right to monitor, inspect, and log all API traffic.

F7.2 Throttling and Blocking. PaymentEvolution may, without liability or prior notice, throttle, block, or degrade API performance if the Client’s usage:

(a) Exceeds rate limits;
(b) Negatively impacts platform stability; or
(c) Is deemed by PaymentEvolution to be abusive or excessive.

F7.3 Termination. PaymentEvolution may terminate this Schedule and revoke API keys at any time, for any reason, with or without notice. Upon termination, the Client must immediately cease all API usage and delete all cached Content.

Appendix: Open Source Software Disclosures

This product includes open-source software components licensed under the terms identified below.

MimeTypes — License: Apache License 2.0
RxJS — License: Apache License 2.0
React-Native-Firebase — License: Apache License 2.0
Quartz — License: Apache License 2.0
Magick.NET-Q16-AnyCPU — License: Apache License 2.0
ImageProcessor.Core — License: Apache License 2.0

Apache License Version 2.0, January 2004

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