Terms of Service

1. Parties and scope

These Terms govern your access to and use of the payment-processing, clearing, reserve, and — once launched — crypto on-ramp and off-ramp services made available by Parex (collectively, the "Services").

Specific commercial terms, pricing, settlement schedules, and product-level conditions are set out in a separate Merchant Agreement or Order Form executed between Parex and the Merchant. In the event of conflict between the Merchant Agreement and these Terms, the Merchant Agreement prevails for that Merchant.

2. Definitions

In these Terms the following words have the meanings assigned to them below.

Applicable Law

All laws, regulations, rules, and orders applicable to Parex or the Merchant, including the Canadian Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA), FINTRAC guidance, the Retail Payment Activities Act, and any equivalent legislation in jurisdictions where the Merchant operates.

Cardholder

A natural person whose payment instrument is used to fund a transaction processed through the Services.

Chargeback

A reversal of a card or bank payment initiated by the Cardholder, issuing bank, or scheme.

Crypto Services

The on-ramp and off-ramp services converting fiat currency to digital assets and vice versa, to be launched by Parex during 2026.

KYC / KYB

Know-Your-Customer and Know-Your-Business identification and verification procedures.

Reserve

Funds held back by Parex from Merchant settlements to cover potential Chargebacks, refunds, or losses.

Transaction

Any payment, refund, transfer, conversion, or other operation processed through the Services.

3. Eligibility and onboarding

To become a Merchant, you must be a legal entity duly incorporated and in good standing in its jurisdiction, or an individual of full legal capacity acting for business purposes. Parex does not offer Services to retail consumers.

Before the Services are activated, the Merchant shall:

• complete Parex's KYB onboarding and provide all documents requested, including corporate records, ownership structure, source of funds and wealth, beneficial ownership, and identification of directors and ultimate beneficial owners;
• represent accurately the nature of its business and the products or services it sells;
• provide and keep current banking and settlement information;
• sign a Merchant Agreement or accept these Terms electronically.

Parex may, at its sole discretion and without providing reasons, decline to onboard any applicant, impose additional conditions, or terminate an existing relationship where, in its judgment, the Merchant presents an unacceptable legal, regulatory, reputational, or financial risk.

4. Services

Parex provides, subject to a successful onboarding and to Applicable Law, the following Services:

• Transaction Processing — authorization, capture, and settlement of card-based and alternative-rail payments accepted by the Merchant from its customers.
• Clearing and Reserve — reserve-account and clearing-house functions connecting Merchants, acquirers, and settlement banks.
• Crypto On-Ramp (launching in 2026) — conversion of fiat currency to supported digital assets for Merchant or end-user accounts.
• Crypto Off-Ramp (launching in 2026) — conversion of supported digital assets to fiat currency and settlement to Merchant bank accounts.

Parex may add, modify, suspend, or discontinue any Service or feature at any time. Where such a change materially affects an active Merchant, Parex will provide reasonable prior notice, except where immediate action is required by Applicable Law or to mitigate risk.

5. Merchant obligations

The Merchant undertakes to:

• comply at all times with Applicable Law, card-scheme rules, and the rules of any payment network through which its Transactions are processed;
• use the Services only for lawful business activities accurately disclosed to Parex during onboarding;
• maintain accurate and complete records of its Transactions, customers, and underlying commercial relationships, and to provide them to Parex upon reasonable request;
• cooperate fully with any compliance review, audit, or investigation initiated by Parex or a regulator;
• notify Parex in writing within five (5) business days of any material change to its ownership, control, business activity, financial condition, or regulatory status;
• implement reasonable information-security measures on its own systems, including controls aligned with PCI-DSS where applicable.

6. Fees and settlement

Fees applicable to each Service are set out in the Merchant Agreement or a separate fee schedule. Fees may include processing fees, interchange-plus fees, scheme fees, chargeback fees, refund fees, currency-conversion spreads, and fees related to Crypto Services.

Unless otherwise agreed in writing, Parex deducts fees and any applicable Reserve amounts from gross settlement proceeds before remitting net amounts to the Merchant's designated bank account, in accordance with the settlement schedule defined in the Merchant Agreement.

Parex reserves the right to adjust fees upon thirty (30) days' prior written notice. Merchants who do not accept an adjustment may terminate the Merchant Agreement before the adjustment takes effect.

7. Reserves and risk

Parex may establish and adjust a Reserve at any time to mitigate actual or anticipated Chargebacks, refunds, fraud, regulatory action, insolvency risk, or other exposures related to the Merchant. The Reserve may take the form of a rolling reserve, a fixed reserve, or a combination of both.

The Reserve belongs to the Merchant but is held by Parex as security for the Merchant's obligations. Parex may deduct from the Reserve any amounts owed by the Merchant to Parex or to third parties through Parex. Remaining Reserve balances are released in accordance with the schedule defined in the Merchant Agreement and, in any case, once Parex reasonably considers the underlying risk to have expired.

8. AML, KYC and sanctions

Parex is registered with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) as a Money Services Business and is subject to the PCMLTFA. Parex maintains a written AML/CTF program, performs customer due diligence, screens against applicable sanctions lists, and reports to competent authorities as required by law.

The Merchant acknowledges and agrees that Parex may, at any time:

• request additional KYC, KYB, source-of-funds, or source-of-wealth information;
• delay, hold, block, or reverse any Transaction pending compliance review;
• terminate the relationship without further liability where Parex determines, in its sole discretion, that continued service would expose it to legal, regulatory, or reputational risk;
• refrain, in accordance with Applicable Law, from disclosing to the Merchant the reasons for any such action or the fact that a report has been made to a regulator.

9. Prohibited business and activities

The Merchant shall not use the Services in connection with any of the following categories, without prejudice to additional prohibitions set out in the Merchant Agreement:

• any activity that violates Applicable Law, including fraud, money laundering, terrorist financing, evasion of sanctions, or tax evasion;
• unlicensed financial services, including unlicensed brokerage, dealing, or money-transmission services;
• illegal gambling, unlicensed lotteries, and similar activities;
• sale of controlled substances, weapons, or other restricted goods where prohibited;
• child sexual abuse material, non-consensual intimate imagery, or any content that exploits or endangers minors;
• pyramid or Ponzi schemes and other fraudulent business models;
• entities or persons subject to sanctions administered by Canada, the United States, the United Kingdom, the European Union, or the United Nations;
• any activity that Parex determines, in its reasonable judgment, is likely to cause chargebacks, regulatory scrutiny, or reputational harm disproportionate to the commercial benefit of the relationship.

10. Chargebacks and disputes

The Merchant is responsible for all Chargebacks, refunds, and disputes arising from its Transactions, together with any associated fees and fines imposed by payment schemes or banks. Parex will provide the Merchant with information reasonably available to it to defend Chargebacks, but the ultimate responsibility for dispute resolution remains with the Merchant.

Excessive Chargeback ratios, as defined by card-scheme rules or by Parex's internal risk thresholds, may result in additional fees, higher Reserve requirements, suspension of the Services, or termination.

11. Data protection and confidentiality

Each party shall process personal data in accordance with Applicable Law, including the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA) and, where applicable, the EU General Data Protection Regulation.

Parex's processing of personal data in the course of providing the Services is further described in our Privacy Notice, which forms an integral part of these Terms.

Each party shall treat as confidential all non-public information received from the other in connection with the Services and shall use it only for the purposes of the Merchant Agreement. Confidentiality obligations survive termination for a period of five (5) years.

12. Intellectual property

All intellectual-property rights in the Services, the Parex platform, documentation, trademarks, and related materials remain the exclusive property of Parex or its licensors. The Merchant is granted a limited, non-exclusive, non-transferable, revocable licence to use them solely for the purpose of receiving the Services.

The Merchant shall not copy, modify, reverse-engineer, or create derivative works from any element of the Services, nor use Parex's name or marks in any public-facing material without prior written consent.

13. Representations and warranties

The Merchant represents and warrants, on a continuing basis, that:

• it has full corporate authority to enter into and perform the Merchant Agreement;
• all information provided to Parex is accurate, complete, and not misleading;
• its business is conducted in compliance with Applicable Law;
• it holds all licences, registrations, and authorisations required for its activities;
• no legal or regulatory proceedings that could materially affect its business are pending or threatened, except as disclosed to Parex in writing.

Parex provides the Services on an "as is" and "as available" basis. To the fullest extent permitted by law, Parex disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

14. Limitation of liability

To the fullest extent permitted by Applicable Law, neither party shall be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, goodwill, or business opportunity, even if advised of the possibility of such damages.

Parex's aggregate liability arising out of or in connection with the Services in any twelve-month period shall not exceed the total fees actually paid by the Merchant to Parex in the six (6) months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits liability that cannot be limited under Applicable Law, including liability for fraud, wilful misconduct, or gross negligence.

15. Indemnification

The Merchant shall indemnify, defend, and hold harmless Parex and its officers, directors, employees, and affiliates from and against any claim, loss, damage, fine, penalty, or expense (including reasonable legal fees) arising out of or related to:

• the Merchant's breach of these Terms or the Merchant Agreement;
• the Merchant's violation of Applicable Law or scheme rules;
• any Transaction, product, or service offered by the Merchant to its customers;
• any third-party claim concerning the Merchant's business.

16. Term and termination

These Terms enter into force upon acceptance and continue for the duration of the Merchant Agreement. Either party may terminate the Merchant Agreement for convenience upon thirty (30) days' prior written notice, unless otherwise stated in the Merchant Agreement.

Parex may terminate the Services, in whole or in part, with immediate effect where:

• the Merchant materially breaches these Terms or the Merchant Agreement;
• Parex is required to do so by Applicable Law, by a regulator, or by a payment scheme;
• Parex reasonably believes that continuing the relationship would expose it to legal, regulatory, reputational, or financial risk;
• the Merchant becomes insolvent, enters liquidation, or is subject to analogous proceedings.

Upon termination, Parex may retain Reserves and continue to exercise its rights under these Terms for a period sufficient to cover residual Chargebacks, refunds, and compliance obligations.

17. Amendments

Parex may update these Terms from time to time. Material changes will be communicated to active Merchants at least thirty (30) days before they take effect, except where an earlier effective date is required by Applicable Law or by a regulator. Continued use of the Services after the effective date constitutes acceptance of the amended Terms.

18. Force majeure

Neither party shall be liable for any delay or failure in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemics, strikes, failures of telecommunications, blockchain or banking infrastructure, or actions by governmental authorities. The affected party shall notify the other promptly and use reasonable efforts to resume performance.

19. Governing law and disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.

The parties shall first seek to resolve any dispute amicably through good-faith negotiations. Any dispute that cannot be resolved within sixty (60) days shall be referred to and finally resolved by the competent courts of Ontario, Canada, to whose exclusive jurisdiction the parties irrevocably submit, without prejudice to Parex's right to seek injunctive or other equitable relief in any court of competent jurisdiction.

20. General provisions

Entire agreement. These Terms, together with the Merchant Agreement and any schedules or policies expressly incorporated by reference, constitute the entire agreement between the parties concerning the Services and supersede all prior understandings.

Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.

No waiver. Failure or delay by either party to enforce any right does not constitute a waiver of that right.

Assignment. The Merchant may not assign its rights or obligations without Parex's prior written consent. Parex may assign its rights and obligations to an affiliate or to a successor in interest.

Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

Notices. Notices to Parex must be sent to the registered office and to info@parex.finance. Notices to the Merchant will be sent to the contact details last provided by the Merchant.

21. Contact

For any question concerning these Terms, please contact us: