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Payzium.

The 90-Day Processing-Cost Savings Guarantee (Canada)

Version 2.2

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

Section 1. Parties and purpose

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

This instrument is issued solely by Payzium Holding Inc. / Gestion Payzium Inc. for eligible 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.

Section 2. Names and public presentation

The official English name of this guarantee is the 90-Day Processing-Cost Savings Guarantee. The official French name of this guarantee is la Garantie de réduction des coûts de traitement des paiements sur 90 jours. The guarantee is presented publicly under the name "Pay less or it's free" in English and « Payez moins ou c'est gratuit » in French.

For French-language Québec surfaces, the guarantee programs may be presented under their official French names. For English-language surfaces, the same guarantee 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 guarantees.

Sur les pages et autres supports de langue française destinés au Québec, les programmes de garantie 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 garanties distinctes ou additionnelles.

Section 3. The guarantee

If the merchant's Eligible Cost during the Measurement Period is not less than the merchant's Eligible Cost during the Baseline Period, determined under Sections 5 through 8, Payzium will refund the Eligible Payzium Fees the merchant paid during the Measurement Period, and will reimburse documented switch-back costs as stated in Section 10.

This Guarantee measures the Payzium-controlled portion of the merchant's card-processing cost. It 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 4. Definitions

"Baseline Period" means the period covered by the baseline statement described in Section 5.

"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 reasonably required under this Guarantee and Schedule 2 to determine eligibility and calculate the claim.

"Eligible Cost" means, for the Measurement Period, the Eligible Payzium Fees paid by the merchant during that period; and, for the Baseline Period, the like-for-like equivalents of Eligible Payzium Fees as reflected on the baseline statement, being the prior processor's own margin and account or monthly fees however labeled, excluding in each case the categories excluded under Section 9.

"Eligible Payzium Fees" means Payzium-controlled fees actually paid by the merchant during the Measurement Period. Payzium-controlled fees are the fees set by Payzium and stated on the merchant's Payzium pricing schedule, typically the Payzium per-transaction margin and the Payzium monthly account fee.

"Good Standing" means that the Processing Agreement remains active, the merchant is not suspended or terminated for cause, is not in material payment default, and has not materially misrepresented information supplied during enrollment or during the claim process.

"Material Change" has the meaning given in Section 8.

"Measurement Period" means the merchant's first 90 eligible days of live processing on Payzium, beginning on the date of the merchant's first settled Payzium transaction. Days on which the merchant's account is suspended for cause are not eligible days and extend the Measurement Period accordingly.

"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.

Section 5. Baseline statement

To qualify for the guarantee, the merchant must provide Payzium with its most recent complete full-month processing statement from its prior processor, meaning the latest monthly statement available for a completed processing month before the merchant submitted its Payzium application. Partial-month statements, incomplete statements, edited statements, or selected older statements do not establish the guarantee baseline unless Payzium specifically requests them for verification.

Verification of the baseline statement. The baseline statement must be a complete, unaltered statement as issued by the prior processor, and must identify the prior processor, the merchant, the merchant identifier or account number, the statement period, the total card volume processed, and the fees charged. Payzium may require the statement in the form originally issued, including the original file as received from the prior processor, and may verify it directly with the prior processor or its sponsoring institution. Payzium may decline to establish a baseline on a statement that has been recreated, retyped, exported to an editable format and modified, redacted in a way that removes information needed to verify it, or that is inconsistent with the merchant's other records or with the volume the merchant subsequently processed on Payzium. A merchant who submits an altered baseline statement is not in Good Standing.

Section 6. Eligibility

To be eligible, the merchant must satisfy all of the following:

  1. Baseline established. The merchant established the guarantee baseline under Section 5.
  2. Enrolled and processing. The merchant is enrolled with Payzium and processing live transactions on a Payzium merchant account.
  3. Minimum activity. The merchant processed card transactions on at least 60 of the 90 days of the Measurement Period, and the merchant's total card volume processed during the Measurement Period is at least 50% of the monthly card volume shown on the baseline statement multiplied by three.
  4. Good Standing. The merchant remained in Good Standing throughout the Measurement Period.
  5. Application good faith. The merchant did not apply, and did not take any action, with the primary intent of triggering or attempting to trigger a payment under this instrument without a genuine intention to process with Payzium.
  6. No material change in business. The merchant did not undergo a change to its business model, ownership, or licences that would fundamentally alter the comparability of the Baseline Period and the Measurement Period. Changes within the thresholds of Section 8 are handled by normalization; this paragraph covers business-level changes beyond those thresholds, for example a change in the primary line of business or a change of legal entity.

For greater certainty, a merchant does not cease to be eligible under paragraphs 2 or 4, and does not cease to be in Good Standing, by reason of exercising any right under the Code of Conduct to cancel the Processing Agreement without penalty. Where a merchant exercises that right during the Measurement Period, the Measurement Period ends on the effective date of cancellation, the comparison under Section 7 is performed on the days actually processed, and the minimum-activity requirement in paragraph 3 is prorated accordingly.

Only one claim may be made under this instrument per merchant, and only one claim per group of merchants under common beneficial ownership or common control. Where two or more merchant accounts share a beneficial owner, a director, an officer, or a bank account, Payzium may treat them as one merchant for the purpose of this paragraph, unless the merchant demonstrates that the accounts are not under common beneficial ownership or common control. A shared business address alone does not establish common control.

Section 7. Comparison method

Payzium compares the merchant's Eligible Cost during the Measurement Period against the merchant's Eligible Cost during the Baseline Period, computed on a consistent basis: total Eligible Cost divided by total card volume processed, over each period, so that the comparison isolates the effect of Payzium's pricing on the Payzium-controlled portion of cost and is not decided by a change in volume alone.

Amounts are normalized where necessary for differences in card-processing volume, card mix (card-present versus card-not-present, debit versus credit, credit-card brand mix), and average ticket.

Every normalization adjustment will identify the trigger, the source data, the method, the numerical effect, and the approver.

Section 8. Material Change

A Material Change exists if, during the Measurement Period compared with the Baseline Period, any of the following occurs:

  1. card-present versus card-not-present mix changes by 15 percentage points or more;
  2. debit versus credit mix changes by 15 percentage points or more;
  3. average ticket changes by 25% or more;
  4. monthly card volume changes by 30% or more;
  5. the merchant adds or removes a material sales channel, location, product line, or business model that materially affects processing cost.

If a Material Change occurred, Payzium may apply a normalized-rate worksheet in place of a raw statement-to-statement comparison so that the comparison remains like-for-like. A Material Change does not by itself disqualify a claim; it changes the mechanic Payzium uses to test it.

Section 9. Exclusions

This Guarantee does not apply to, and the refund does not include, 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. These amounts are not Eligible Cost, and no promise is made about them under this instrument.

Section 10. Switch-back reimbursement

If a claim is approved and the merchant moves its processing to another processor, Payzium will reimburse the merchant's documented out-of-pocket costs to move, up to CA$1,000. Reimbursement is against invoices, receipts, or equivalent third-party records. It does not include ordinary processing fees, taxes, chargebacks, equipment damage, or costs the merchant cannot document.

Verification of switch-back costs. A reimbursable cost must be evidenced by an invoice or receipt issued by an identifiable third party, showing that party's name and contact details, the merchant as payer or account holder, the date, the amount, and a description of the service or item. Payzium may require proof that the amount was actually paid, and may verify the invoice with the issuer. Payzium will not reimburse a cost invoiced by the merchant, by a person related to the merchant, by an entity under common beneficial ownership or control with the merchant, or by a party Payzium cannot identify or contact. Payzium will not reimburse an estimate, a quotation, a proforma invoice, or a cost the merchant has not incurred. Reimbursement is paid only after the merchant has in fact moved its processing to another processor, evidenced by a statement or boarding confirmation from that processor.

Section 11. Claim process and timing

The merchant makes a claim by submitting the Claim Evidence Package described in Schedule 2 to support@payzium.com.

  1. The merchant must submit the claim within 45 days after the Measurement Period ends.
  2. Payzium will acknowledge receipt of the claim within five Business Days.
  3. 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.
  4. Payzium will review the claim and respond with a written decision, identifying the material facts, the formula applied, the included and excluded amounts, any adjustments, and the remedy, within 30 days after the review period begins.
  5. If Payzium requests supplemental information, the merchant has 15 days to respond and Payzium's decision timeline pauses during that window. Requests will be specific, consolidated where practical, and reasonably related to eligibility or calculation.
  6. The merchant may submit additional information for reconsideration within 15 days after a decision. Payzium will respond to a reconsideration request within 14 days, and will route it to a reviewer who was not responsible for the first decision where practical.
  7. Payzium will issue payment within 15 days after approval.

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.

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

Payzium may reject incomplete, altered, misleading, or unverifiable claim materials. Routine incompleteness is addressed through the consolidated notice described in paragraph 3 and is not a ground for rejection.

Section 12. Relationship to the Terms of Service

This instrument controls over the Payzium Terms of Service for all matters covered by this Guarantee. The Terms of Service do not restate, expand, narrow, or override this Guarantee. The limitation-of-liability provisions of the Terms of Service do not limit Payzium's obligations under this Guarantee, and any approved payment, refund, waiver, or credit owed under this Guarantee 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 13. 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 14. Scope

This Guarantee is subject only to the eligibility requirements, exclusions, claim process, and limits expressly stated in this instrument and in Schedule 2.

Section 15. 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 16. 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 guarantees. 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 17. 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: __________________

Schedule 2. Claim Evidence Package

To make a claim under this Guarantee, the merchant must provide the following:

  1. the merchant's legal name, trade name, contact person, email address, phone number, and merchant account identifier, if available;
  2. the merchant's most recent complete full-month processing statement from its prior processor, as described in Section 5;
  3. the merchant's Payzium processing statements or processor reports covering the 90-day Measurement Period;
  4. any invoices, statements, or reports showing Eligible Payzium Fees paid during the 90-day Measurement Period;
  5. if the merchant seeks reimbursement of switch-back costs, invoices, receipts, or other proof of documented out-of-pocket costs to move to another processor;
  6. a short written explanation of the claim, including why the merchant believes it did not pay less during the Measurement Period;
  7. disclosure of any Material Change during the Measurement Period, including any material change in card-present versus card-not-present mix, average ticket, volume, business model, location, sales channel, or product or service mix;
  8. any additional information reasonably required by Payzium to verify the claim, calculate the comparison, or apply the exclusions in this Guarantee. The merchant is not required to resubmit information already reasonably available to Payzium unless verification or updating is necessary.

A submission constitutes a Complete Claim Package when it contains the items above. Payzium may reject altered, misleading, or unverifiable claim materials.