The Honest Rate Promise (Canada)

Version 2.2

Issuer and sole obligor: Payzium Holding Inc. / Gestion Payzium Inc.

Section 1. Parties and purpose

This Promise is made by Payzium Holding Inc. / Gestion Payzium Inc., a corporation incorporated under the laws of Canada ("Payzium"), for the benefit of each merchant enrolled with Payzium in Canada (the "merchant").

This instrument is issued solely by Payzium Holding Inc. / Gestion Payzium Inc. for merchants enrolled in the Canadian Payzium program. It is an obligation only of the Issuer. No affiliate, shareholder, director, officer, employee, payment processor, acquirer, sponsoring bank, card network, equipment provider, or other third party assumes any obligation under this instrument solely by reason of affiliation, branding, referral, processing, settlement, or other participation in the merchant relationship. No merchant may assert a claim under this instrument against any person other than the Issuer, except to the extent that another person separately agrees in a signed writing to assume that obligation.

This instrument applies only to merchants enrolled under the laws and program applicable to the country identified during enrollment.

Core promise. Where Payzium has charged an Undisclosed Payzium-Controlled Fee, Payzium corrects it and refunds twice the aggregate amount charged within the Lookback Period, and refunds at par the amount charged in any earlier Statement Period the merchant substantiates. This promise excludes taxes, interchange, network assessments, processor and acquirer passthroughs, disclosed third-party fees, hardware and equipment charges unless expressly included, chargebacks, fines, losses, and other non-Payzium-controlled amounts. Sections 3 through 6 state the operative terms of that promise and govern.

Section 2. Names and public presentation

The official English name of this promise is The Honest Rate Promise. The official French name of this promise is La Promesse de tarification honnête.

For French-language Québec surfaces, the promise programs may be presented under their official French names. For English-language surfaces, the same promise programs may be presented under their English names. The French and English names refer to the same programs and do not create separate or additional promises.

Sur les pages et autres supports de langue française destinés au Québec, les programmes de promesse peuvent être présentés sous leurs noms français officiels. Sur les pages et autres supports de langue anglaise, les mêmes programmes peuvent être présentés sous leurs noms anglais. Les noms français et anglais désignent les mêmes programmes et ne créent pas de promesses distinctes ou additionnelles.

Section 3. Definitions

"Business Day" means a day other than a Saturday, a Sunday, or a statutory holiday in the province of Québec.

"Code of Conduct" means the Code of Conduct for the Payment Card Industry in Canada, as amended or replaced from time to time.

"Complete Claim Package" means all information and supporting documentation listed in Section 7 of this Promise, together with any further information reasonably required under Section 7 to determine eligibility and calculate the claim.

"Discovery Date" means the earlier of (a) the date Payzium receives from the merchant a communication identifying a fee that is later determined to be an Undisclosed Payzium-Controlled Fee, and (b) the date Payzium itself identifies that fee.

"Lookback Period" means the Statement Period in which the Discovery Date falls together with the eleven Statement Periods immediately preceding it, being twelve Statement Periods in total, or, if the merchant has been processing with Payzium for fewer than twelve Statement Periods, every Statement Period since the merchant's first settled Payzium transaction.

"Occurrence" means each Statement Period within the Lookback Period in which an Undisclosed Payzium-Controlled Fee was charged to the merchant. A fee charged in three Statement Periods within the Lookback Period is three Occurrences.

"Payzium-controlled fee" means any fee that (a) is set by Payzium, (b) is not a pass-through of interchange, a card-network assessment, a third-party service fee, a tax, a chargeback, a fine, reserve funding, or a processor-set fee, and (c) accrues to Payzium as revenue. Payzium's disclosed margin, the monthly account fee, and any other fee expressly labeled as a Payzium fee on the pricing schedule are Payzium-controlled fees.

"Pricing schedule" means the written schedule of Payzium fees and pass-through categories provided to and accepted by the merchant as part of the application and the Processing Agreement.

"Processing Agreement" means the merchant processing agreement between the merchant and the payment processor and its sponsoring member institution identified in the merchant's Payzium application, under which the merchant is boarded for card-processing services arranged by Payzium, together with its schedules and any amendment to it.

"Statement Period" means a monthly processor statement period covering the merchant's card-processing activity.

"Undisclosed Payzium-Controlled Fee" means a Payzium-controlled fee that was not clearly disclosed to the merchant on the pricing schedule or in the Processing Agreement before the merchant accepted those documents.

Section 4. The promise

If Payzium charges the merchant an Undisclosed Payzium-Controlled Fee, Payzium will correct it and refund it at twice the amount, calculated under Section 5.

Section 5. Remedy: correction and double refund

Where a fee is determined to be an Undisclosed Payzium-Controlled Fee, Payzium will:

(a) Correct. Cause the fee to stop recurring, effective no later than the first Statement Period beginning after the date of approval, and confirm the correction to the merchant in writing.

(b) Refund double. Pay the merchant an amount equal to two times the aggregate amount of that fee charged across every Occurrence within the Lookback Period.

Worked example, for interpretation and not as a limit: a fee of $40 is charged in each of five Statement Periods, all falling within the Lookback Period. The aggregate amount is $200. The refund is $400. The fee stops recurring from the next Statement Period.

Where the Lookback Period does not capture every Statement Period in which the fee was charged, Payzium will in addition refund, at par, the amount of that fee charged in each earlier Statement Period the merchant substantiates, so that the merchant is not out of pocket for any period.

Payzium may satisfy an approved claim by electronic payment or cheque. Payzium may satisfy an approved claim by credit against future Payzium fees only with the merchant's prior written consent. Payment is made from an account of Payzium Holding Inc. / Gestion Payzium Inc. and is made in Canadian dollars.

Except where prohibited by applicable law, the remedies described in this instrument constitute the merchant's contractual remedies under this instrument.

Section 6. Covered fees

This Promise applies only to Payzium-controlled fees. It does not apply to taxes, interchange, card-network assessments, processor or acquirer passthroughs, disclosed third-party fees, chargebacks, fines, losses, reserve funding, merchant bank charges, hardware or equipment charges unless expressly included, or fees charged by a third party outside Payzium's control.

This Promise does not promise a lower interchange rate, a lower card-network assessment, a lower processor-set fee, approval by any processor, funding, equipment performance, or uninterrupted processing.

Section 7. Claim process

A merchant may submit a claim to support@payzium.com by providing the statement, invoice, or other record showing the fee in question, the merchant's pricing schedule, and a short written explanation identifying the line items. The merchant is not required to resubmit information already reasonably available to Payzium unless verification or updating is necessary.

Payzium will acknowledge receipt of the claim within five Business Days.
Within five Business Days after receiving a claim, Payzium will send the merchant a written notice either confirming that the claim is a Complete Claim Package or identifying, in one consolidated notice, the material information still required. Payzium's review period begins on the date of the completeness notice. Payzium may afterwards request only additional information that becomes reasonably necessary and that could not reasonably have been identified in the initial notice.
Payzium will review the claim and respond with a written decision, identifying the material facts, the formula applied, the amounts included and excluded, any adjustments, and the remedy, within 14 days after the review period begins.
If Payzium requests supplemental information, requests will be specific, consolidated where practical, and reasonably related to eligibility or calculation.
The merchant may submit additional information for reconsideration within 15 days after a decision. Payzium will respond within 14 days, and will route the reconsideration to a reviewer who was not responsible for the first decision where practical.
Payzium will issue payment within 15 days after approval.

Payzium will retain the complete claim file, the calculation, the communications, and proof of payment or credit.

Payzium may reject altered, misleading, or unverifiable claim materials. Routine incompleteness is addressed through the consolidated notice described in paragraph 2 and is not a ground for rejection.

Verification and anti-duplication. Payzium's own billing records and pricing schedule, together with the processor's records, are the reference against which a claimed fee is verified. Payzium may decline a claim where the statement or record submitted has been altered, recreated, retyped, or modified, or where the fee claimed does not appear in Payzium's billing records or the processor's records.

The same fee may be the subject of only one claim under this instrument. Where a fee recurs, every Occurrence of that fee within the Lookback Period is dealt with in the single claim under Section 5, and a later claim in respect of the same fee is not a new claim. A merchant may claim in respect of a different Undisclosed Payzium-Controlled Fee.

Section 8. Relationship to the Terms of Service

This instrument controls over the Payzium Terms of Service for all matters covered by this Promise. The Terms of Service do not restate, expand, narrow, or override this Promise. The limitation-of-liability provisions of the Terms of Service do not limit Payzium's obligations under this Promise, and any approved payment, refund, waiver, or credit owed under this Promise is expressly preserved. Except where prohibited by applicable law, the remedies described in this instrument constitute the merchant's contractual remedies under this instrument.

Section 9. Preservation of Code of Conduct and processing-agreement rights

Nothing in this instrument waives, limits, displaces, or conditions any right of the merchant under the Code of Conduct, including any right relating to fee disclosure, notice of fee changes, cancellation of the Processing Agreement without penalty in the circumstances the Code provides, or complaint handling. Nothing in this instrument waives, limits, or displaces any right of the merchant under the Processing Agreement or under applicable law. Making, withdrawing, or losing a claim under this instrument does not affect any of those rights.

Section 10. Scope

This Promise is subject only to the disclosure standard, covered-fee scope, claim process, and limits expressly stated in this instrument.

Section 11. Governing law and forum

If the merchant's principal place of business is in Québec, this instrument is governed by the laws of the Province of Québec and the federal laws of Canada applicable in that province, and the courts of the Province of Québec, in the judicial district of the merchant's principal place of business, have jurisdiction over disputes arising out of or relating to this instrument.

If the merchant's principal place of business is in a province or territory of Canada other than Québec, this instrument is governed by the laws of that province or territory and the federal laws of Canada applicable there, and the courts of that province or territory have jurisdiction over disputes arising out of or relating to this instrument.

This Section states the governing law and forum for this instrument directly and does not incorporate the governing-law or dispute-resolution provisions of the Payzium Terms of Service or of any other document by reference. Nothing in this Section limits any right the merchant has under applicable law to bring a claim in another forum where that right cannot be waived, and nothing in this Section limits any right under the Charter of the French language.

Section 12. Language

This instrument is drawn up in French. Payzium remits the French version of this instrument to the merchant before asking the merchant to accept it or to rely on it.

The French version and the English version of this instrument state the same undertaking and do not create separate or additional promises. A merchant whose principal place of business is in Quebec is bound by the French version unless, after the French version has been remitted to the merchant, the parties expressly state their wish to be bound by the English version. That express statement is recorded in the merchant's enrollment acceptance record, which records the language version remitted, the language version elected, and the date and timestamp of the election. Payzium retains that record and will provide a copy to the merchant on request at no charge.

Nothing in this Section limits any right the merchant has under the Charter of the French language.

Section 13. General

If any provision of this instrument is held unenforceable, the remainder continues in effect. No failure to enforce a provision waives it. Payzium may issue a new version of this instrument prospectively; a new version does not affect claims that arose under an earlier version.

Execution

Executed as a standalone ring-fenced Canada instrument, effective on the date of execution below.

Payzium Holding Inc. / Gestion Payzium Inc. A corporation incorporated under the laws of Canada

Per: ______________________________

Name: ____________________________

Title: _____________________________

Date of execution: __________________