Terms of Use

Last updated on 12-2025

These Terms of Use of Services (“Terms”) govern your preliminary interaction with, and access to, information about services provided by SMART PAYMENTS TECHNOLOGIES LTD, operating under the brand TODA PAY (“TODA PAY”, “we”, “us”, or “our”).

These Terms do not regulate the commercial provision of payment or related services.

All such services are subject exclusively to a separately executed Merchant Service Agreement between TODA PAY and the respective merchant.

By engaging with TODA PAY in any form prior to the execution of a Merchant Service Agreement, including but not limited to submitting information, communicating with our team, requesting details about our services, or reviewing our materials, you agree to be bound by these Terms.

If you do not agree to these Terms, you must refrain from any form of interaction with TODA PAY’s services or materials.

1. Definitions

For the purposes of these Terms:

1.1. “Company”, “TODA PAY”, “we”, “us”, “our”
SMART PAYMENTS TECHNOLOGIES LTD, operating under the brand TODA PAY.

1.2. “User”, “you”, “your”
Any individual or legal entity interacting with TODA PAY prior to execution of a Merchant Service Agreement.

1.3. “Services”
Means only preliminary, non-operational, informational interactions and communications prior to execution of a Merchant Service Agreement.

1.4. “Merchant Service Agreement”
A separate, binding agreement governing the provision of payment and related services, executed between TODA PAY and an approved merchant.

1.5. “Pre-Contractual Information”
Any materials, documentation, communications, presentations, or descriptions provided prior to execution of a Merchant Service Agreement.

1.6. “Website”
The website operated under the domain todapay.com and related subdomains.

1.7. “Confidential Information”
Any non-public information disclosed by TODA PAY during pre-contractual interactions.

1.8. “Applicable Law”
All laws, regulations, regulatory guidance and supervisory requirements applicable to TODA PAY, including but not limited to Canadian AML/ATF laws.

2. About TODA PAY and Scope of These Terms

2.1. The Website, documentation, preliminary descriptions of services, and general informational materials are provided by:
SMART PAYMENTS TECHNOLOGIES LTD
28 - 19628 55A Avenue
Langley, British Columbia, V3A 3X2
Canada
Email: info@todapay.com

2.2. These Terms govern your non-operational interaction with TODA PAY’s services, including:

communication with TODA PAY representatives;
submitting a merchant inquiry or application form;
obtaining general information about services;
receiving pre-contractual documentation or presentations;
participating in consultations or evaluations prior to onboarding.

2.3. These Terms do not grant access to:

Merchant Portal,
API, integration tools,
operational systems,
payment processing services.

Such access is available only after signing the Merchant Service Agreement.

2.4. These Terms do not modify, replace, or supersede any rights or obligations arising from the Merchant Service Agreement.

3. Eligibility and Initial Interaction

3.1. You may interact with TODA PAY’s services only if you:

are at least 18 years old;
represent a legal entity or business;
have the legal capacity to provide information and enter into commercial discussions.

3.2. TODA PAY reserves the right to:

decline an inquiry or discontinue pre-contractual communications at any time;
request any information for preliminary assessment;
refrain from engaging in discussions if risk, regulatory, or business concerns arise.

3.3. Submission of an application or request for information does not guarantee onboarding or approval as a merchant.

4. Nature of Services Prior to Agreement

4.1. All information provided by TODA PAY prior to signing the Merchant Service Agreement is exclusively:

informational,
non-binding,
subject to change,
not an offer of services or a guarantee of availability.

No regulatory, contractual, fiduciary, or processing obligation shall arise prior to execution of the Merchant Service Agreement.

4.2. TODA PAY may modify, update, restrict, or discontinue any aspect of the preliminary service description without notice.

4.3. No legal, financial, operational, or processing obligations arise prior to signing the Merchant Service Agreement.

5. User Responsibilities Prior to Onboarding

You agree to:
5.1. Provide accurate, truthful, and complete information during any preliminary communication or application process.

5.2. Refrain from:

submitting false or misleading details;
attempting to bypass onboarding, compliance, or due diligence procedures;
misrepresenting your business activities, owners, jurisdictions, or beneficiaries;
using TODA PAY’s name or materials without authorization.

5.3. Understand that TODA PAY may conduct background, sanctions, or risk assessments based on submitted data.

6. Prohibited Activities

Prior to signing a Merchant Service Agreement, you must not:

attempt any form of access to TODA PAY’s operational systems, portals, or APIs;
request or perform test transactions;
attempt to obtain confidential or internal documentation;use TODA PAY branding for commercial or promotional purposes;
engage in activities that violate applicable laws or regulations;
contact TODA PAY with the intention to conduct restricted or illegal business.

TODA PAY may discontinue communication or decline cooperation with any applicant who engages in prohibited activities or presents elevated compliance risk.

7. Confidentiality of Pre-Contractual Information

7.1. Any materials, descriptions, information, or communications shared by TODA PAY during preliminary discussions are confidential and may not be disclosed to third parties except where disclosure is required by applicable law, regulatory authority, court order, or supervisory body, including FINTRAC or other competent authorities.

7.2. You must not use TODA PAY’s materials or assessments for competitive analysis, service development, or any purpose unrelated to potential cooperation.

7.3. Nothing in these Terms shall restrict TODA PAY from disclosing information to regulatory authorities, financial institutions, auditors, card schemes, or supervisory bodies where such disclosure is required or reasonably necessary to comply with Applicable Law or regulatory obligations.

8. Intellectual Property

8.1. All materials, documents, presentations, service descriptions, emails, designs, and branding shared by TODA PAY remain the exclusive property of SMART PAYMENTS TECHNOLOGIES LTD.

8.2. You are granted no licenses or rights to copy, distribute, or otherwise use TODA PAY intellectual property unless explicitly permitted in writing.

9. No Access to Services Prior to the Merchant Service Agreement

9.1. You acknowledge that:

TODA PAY does not provide any payment-related services
TODA PAY does not enable API, Portal, or system access
TODA PAY does not open accounts
TODA PAY does not process transactions

until a Merchant Service Agreement is fully executed and onboarding procedures are completed.

9.2. TODA PAY bears no responsibility for any expectations or assumptions regarding service availability prior to contract execution.

10. No Warranties

TODA PAY provides all pre-contractual materials, communications, and information “as is” and without any warranties - express or implied.

This includes (but is not limited to):

availability,
accuracy,
completeness,
performance,

suitability for a particular purpose.

11. Limitation of Liability

11.1. TODA PAY is not liable for:

decisions made based on preliminary discussions;
reliance on non-binding descriptions of services;
losses arising from discontinued communication or declined onboarding;
indirect, incidental, consequential, or punitive damages.

11.2. Nothing in these Terms limits liability that cannot be limited under applicable law.

11.3. Nothing in these Terms limits or excludes any obligation of TODA PAY arising under applicable AML, CTF, sanctions, or regulatory requirements.

12. Governing Law and Jurisdiction

These Terms are governed by the laws of British Columbia, Canada.

Any disputes shall be resolved exclusively in the courts of British Columbia.

13. Modifications

TODA PAY may update these Terms at any time.

Updates become effective upon posting the revised version.

14. Contact Information

For questions regarding these Terms:

SMART PAYMENTS TECHNOLOGIES LTD
28 - 19628 55A Avenue
Langley, British Columbia, V3A 3X2, Canada
Email: info@todapay.com