Terms of Use

Last updated: June 2026

These Terms of Use ("Terms") govern your preliminary interaction with, and access to, information about services provided by SMART PAYMENTS TECHNOLOGIES LTD (MSB registration number: M20438511), incorporated in Canada, with registered office at 170-6660 Graybar Road, 2nd Floor, Office #8T, Richmond, British Columbia, Canada, V6W1H9, operating under the brand Smart Payments ("Smart Payments", "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 Smart Payments and the respective merchant.

By engaging with Smart Payments 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 Smart Payments' services or materials.

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1. Definitions

For the purposes of these Terms:

1.1. "Company", "Smart Payments", "we", "us", "our" means SMART PAYMENTS TECHNOLOGIES LTD, operating under the brand Smart Payments.

1.2. "User", "you", "your" means any individual or legal entity interacting with Smart Payments prior to the execution of a Merchant Service Agreement.

1.3. "Services" means only preliminary, non-operational, informational interactions and communications prior to the execution of a Merchant Service Agreement.

1.4. "Merchant Service Agreement" means a separate, binding agreement governing the provision of payment and related services, executed between Smart Payments and an approved merchant.

1.5. "Pre-Contractual Information" means any materials, documentation, communications, presentations, or descriptions provided prior to the execution of a Merchant Service Agreement.

1.6. "Website" means the website operated under the domain todapay.com and related subdomains.

1.7. "Confidential Information" means any non-public information disclosed by Smart Payments during pre-contractual interactions.

1.8. "Applicable Law" means all laws, regulations, regulatory guidance, and supervisory requirements applicable to Smart Payments, including applicable Canadian

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AML/CTF laws.

2. About Smart Payments 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

170-6660 Graybar Road, 2nd Floor, Office #8T

Richmond, British Columbia, Canada, V6W1H9

Email: info@todapay.com

2.2. These Terms govern your non-operational interaction with Smart Payment's services, including:

communication with Smart Payments 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 the Merchant Portal, API, integration tools, operational systems, or 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.

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3. Eligibility and Initial Interaction

3.1. You may interact with Smart Payment's services only if you:

are at least 18 years of age

represent a legal entity or business

have the legal capacity to provide information and enter into commercial discussions

3.2. Smart Payments reserves the right to decline an inquiry or discontinue pre-contractual communications at any time, request any information for preliminary assessment, and 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 Smart Payments prior to signing the Merchant Service Agreement is exclusively informational, non-binding, subject to change, and does not

constitute 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. Smart Payments 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 the signing of the Merchant Service Agreement.

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5. User Responsibilities Prior to Onboarding

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

5.2. You agree to refrain from:

submitting false or misleading details

attempting to bypass onboarding, compliance, or due diligence procedures

misrepresenting your business activities, owners, jurisdictions, or beneficial owners

using Smart Payment's name or materials without authorisation

5.3. You acknowledge that Smart Payments may conduct background, sanctions, or risk assessments based on information you submit.

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6. Prohibited Activities

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

attempt any form of access to Smart Payment's operational systems, portals, or APIs

request or perform test transactions

attempt to obtain confidential or internal documentation

use Smart Payments branding for commercial or promotional purposes

engage in activities that violate applicable laws or regulations

contact Smart Payments with the intention to conduct restricted or unlawful business

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

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7. Confidentiality of Pre-Contractual Information

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

7.2. You must not use Smart Payment's materials or assessments for competitive analysis, service development, or any purpose unrelated to potential cooperation.

7.3. Nothing in these Terms shall restrict Smart Payments 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.

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8. Intellectual Property

8.1. All materials, documents, presentations, service descriptions, communications, designs, and branding shared by Smart Payments remain the exclusive property of SMART PAYMENTS TECHNOLOGIES LTD.

8.2. You are granted no licences or rights to copy, distribute, reproduce, or otherwise use Smart Payments intellectual property unless explicitly permitted in writing.

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

9.1. You acknowledge that until a Merchant Service Agreement is fully executed and onboarding procedures are completed, Smart Payments does not provide any payment-related services, does not enable API, portal, or system access, does not open accounts, and does not process transactions.

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

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10. No Warranties

Smart Payments provides all pre-contractual materials, communications, and information on an "as is" basis, without any warranties, express or implied, including but not limited to warranties of availability, accuracy, completeness, performance, or suitability for a particular purpose.

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11. Limitation of Liability

11.1. Smart Payments 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, or indirect, incidental, consequential, or punitive damages of any kind.

11.2. Nothing in these Terms limits liability that cannot be excluded or restricted under applicable law.

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

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12. Governing Law and Jurisdiction

These Terms are governed by the laws of the Province of British Columbia, Canada. Any disputes arising under or in connection with these Terms shall be resolved exclusively in the courts of British Columbia, Canada.

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13. Modifications

Smart Payments may update these Terms at any time. Updates become effective upon posting of the revised version on the Website. Continued interaction with Smart Payment's services or materials following such update constitutes your acceptance of the revised Terms.

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14. Contact

For questions regarding these Terms, please contact:

SMART PAYMENTS TECHNOLOGIES LTD

170-6660 Graybar Road, 2nd Floor, Office #8T

Richmond, British Columbia, Canada, V6W1H9

Email: info@todapay.com