Terms of Use

These Terms of use (“Terms”) apply to your NellsPay Account and to the use of the NellsPay Services. All annexes referred to in these Terms form part of these Terms.

You must read these Terms carefully. By using and accessing your NellsPay Account you will be deemed to have read and accepted these Terms. If you do not accept these Terms you should not use and/or access your NellsPay Account.

You can use and access any one or more of the NellsPay Services only and exclusively if you hold an NellsPay Account. By using and accessing any one or more of the NellsPay Services you will be deemed to have read and accepted these Terms. If you do not accept these Terms you shall not use nor access the NellsPay Services.

Your NellsPay Account is operated by NellsPay Inc. (registered number 1001019172), registered at 15 Wellesley Street West, Toronto, Ontario, M4Y 0G7 Canada.

1. Definitions

1.1. “Account” or “NellsPay Account” means an account held in the name of the Customer legal entity/individual in the NellsPay system to provide financial services (NellsPay Services) according to these Terms.

1.2. “Communication channels” means ways for official contact, which are our emails with the NellsPay.com domain.

1.3. “Customer”, “you”, and “your” means a legal entity/individual registered with and has opened an NellsPay Account with us and uses NellsPay Services.

1.4. “Email” means the Customer’s email for registration of the NellsPay account to secure access to the NellsPay Account and the NellsPay Services and to be used in combination with the Password and the provisions of secure customer authentication.

1.5. “Fees and Limits” mean the fees and the limits that apply to your Account as described in the “Fees” section.

1.6. “IBAN” means International Bank Account Number, which is a standard international numbering system developed to identify an overseas bank account. The number starts with a two-digit country code, then two numbers, followed by several more alphanumeric characters.

1.7. “NellsPay”, “us”, “we” or “our” means NellsPay Inc. (registered number 1001019172), registered at 15 Wellesley Street West, Toronto, Ontario, M4Y 0G7, Canada.

1.8. “NellsPay Services” means the services offered by us as stipulated in Section 3 hereof.

1.9. “Payer” means sender of funds to the Customer’s NellsPay business account for Recall purposes.

1.10. “Payment Method” means bank transfer and payment instruments including, but not limited to, credit cards and debit cards.

1.11. “PCMLTFA” means Proceeds of Crime (Money Laundering) and Terrorist Financing Act (S.C.2000, c.17)

1.12. “Recall” means a reversal of a particular Transaction on request of the Payer or Payer’s Bank, whereby the funds are reimbursed from the Customer’s NellsPay Account to the Payer’s bank account.

1.13. “Website” means https://www.nellspay.com which is used for the provision of NellsPay Services.

2. Scope of These Terms

2.1. These Terms govern the opening, use, and closure of your NellsPay Account. Together with our Privacy Policy and any other Agreement referred to therein, they constitute the legal relationship between you and us. For the use of additional services and our products, you may have to accept an additional Agreement as notified to you when you are ordering or using such services.

3. NellsPay Services

3.1. With NellsPay Services, the Customer can send and receive transfers from NellsPay Accounts and non-NellsPay Accounts, and exchange currency within available currencies according to actual rates in the NellsPay Account.

4. Opening your NellsPay Account

4.1. NellsPay provides the Services through the NellsPay Account registered by the Customer on the NellsPay Website.

4.2. You may only open one NellsPay Account for one legal entity/individual.

4.3. You may only open an NellsPay Account if it is legal to do so in your country of residence. By opening an NellsPay Account you represent and warrant to us that your opening of an NellsPay Account does not violate any laws or regulations applicable to you. you shall indemnify us against any losses We incur in connection with your breach of this section.

4.4. To open an NellsPay Account, the Customer shall undergo the registration procedure, as well as the Verification procedures as stipulated in the Verification Process Section. During the registration, to open an NellsPay Account you are obligated to accept these Terms and provide your Data for collection and processing to enable NellsPay to perform its duties as a financial institution, including its regulatory, AML/CTF, and KYC duties.

4.5. Under certain circumstances, as a security measure, We may restrict access to our Website and your NellsPay Account from one or several IP addresses, until such circumstances are clarified.

4.6. We reserve the right to refuse any request to open an NellsPay Account. The Customer may be notified of such a decision but We reserve the right not to disclose the reason for such a decision, as well as NellsPay, will not be liable for any compensation in that regard.

4.7. All information you provide during the signup process or any time thereafter must be accurate and truthful.

4.8. After the successful verification process you agree to pay the setup fee invoice to activate your NellsPay Account.

5. Verification Process

5.1. Before activation of the NellsPay account, you will need to go through the verification process in your account. you will be required to provide all the information according to the procedure in the NellsPay account dashboard. you agree to comply with any and all of our reasonable requests and necessary requirements for further information.

5.2. You authorize us to make any inquiries or take any actions we consider necessary to validate and verify your business information.

5.3. In the event that you fail to provide information, as requested by us or we are unsuccessful in receiving satisfactory information to verify your NellsPay Account within one (1) year from our latest request, we reserve the right to refuse to provide NellsPay Services.

5.4. We may consider and decide that you will not be permitted to be onboarded and use the NellsPay Services.

6. Maintaining your NellsPay Account

6.1. You must ensure that the information recorded on your NellsPay Account is always accurate and up to date and we shall not be liable for any loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information or to provide documents or other evidence.

6.2. We may contact you via Communication channels with information or notices regarding your NellsPay Account. It is your responsibility to regularly check the proper functioning of your email account or other methods of communication that you have registered with your NellsPay Account and to retrieve and read messages relating to your NellsPay Account promptly. We shall not be liable for any loss arising out of your failure to do so.

6.3. Payments and transfers received and sent together with the fees charged as well as currency exchange history are displayed in your NellsPay account dashboard. You should check your NellsPay Account balance and payment history regularly. You should report any incorrections or clarify any questions you have as soon as possible by contacting us via Communication channels.

6.4. NellsPay may request any information or additional evidence from the Customer regarding any transaction(s). Without giving a reason or the right to compensation, the Company reserves the right to unilaterally and at its own discretion, suspend or cease the Services provision, in case the Company considers that the associated transaction(s) is(are) suspicious and/or linked to the illegal incomes legalization, terrorist activities sponsorship, fraud and/or other illicit and criminal practices.

6.5. Your NellsPay Account supports multiple currencies with the subsequent ability to make currency exchange according to actual rates in the NellsPay Account. The list of available currencies will be available after Account activation.

6.6. Your NellsPay Account may be subject to payment and withdrawal limits, such limits may be changed from time to time at our sole discretion.

6.7. In case of a recall, refund, or any other charges resulting in a negative balance in your NellsPay Account, you will be required to pay off such a negative balance. Failure to do so is a breach of these Terms. Repayment of the negative balance is due immediately without notice. We reserve the right, at any time, to send you reminders or to take other debt collection measures including but not limited to mandating a debt collection agency or solicitors or pursuing the claim in court. We reserve the right to charge you the expenses we reasonably incur in connection with any debt collection or enforcement efforts.

7. Keeping your NellsPay Account Safe

7.1. You must take all reasonable steps to keep your NellsPay Account password and any other security features safe at all times and never disclose them to anyone. our representative will never ask you to provide your password to us or a third party. Any message you receive or website you visit that asks for your password or other security features, other than the NellsPay Website, should be reported to us. If you are in doubt whether a website is genuine, you should contact Customer Service. It is advisable to change your password regularly (at least every three (3) to six (6) months) to reduce the risk of a security breach in relation to your NellsPay Account. We also advise you not to choose a password that is easily guessed from information someone might know or gather about you or a password that has a meaning. you must never allow anyone to access your NellsPay Account or watch you accessing your NellsPay Account. you must comply with the security procedures We tell you about from time to time.

7.2. If you have any indication or suspicion of your NellsPay Account, login details, password, or other security feature being lost, stolen, misappropriated, used without authorisation, or otherwise compromised, you are advised to change your password. you must contact Customer Service without undue delay on becoming aware of any loss, theft, misappropriation, or unauthorized use of your NellsPay Account, login details, password, or other security features. Any undue delay in notifying us may not only affect the security of your NellsPay Account but may result in you being liable for any losses as a result where your failure to notify us is intentional or grossly negligent. If you suspect that your NellsPay Account was accessed by someone else, you should also contact the police and report the incident.

7.3. We may suspend your NellsPay Account or otherwise restrict its functionality on reasonable grounds relating to the security of the NellsPay Account or any of its security features or if We reasonably suspect that unauthorized or fraudulent use of your NellsPay Account has occurred or that any of its security features have been compromised. We will notify you of any suspension or restriction and of the reasons for such suspension or restriction in advance or, where We are unable to do so, immediately after the suspension or restriction has been imposed unless notifying you would be unlawful or compromise our reasonable security interests. We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.

7.4. If we think your NellsPay Account is at risk of fraud or a security threat, we will use the fastest and most secure way of contacting you using the details you have provided to tell you what you need to do to help deal with that risk.

7.5. You must take all reasonable care to ensure that your email account(s) are secure and only accessed by you, as your email address may be used to reset passwords or to communicate with you about the security of your NellsPay Account. In case any of the email addresses registered with your NellsPay Accounts are compromised, you should without undue delay after becoming aware of this contact Customer Service and also contact your email service provider.

7.6. Irrespective of whether you are using a public, a shared or your own computer to access your NellsPay Account, you must always ensure that your login details are not stored by the browser or cached or otherwise recorded. you should never use any functionality that allows login details or passwords to be stored by the computer you are using.

7.7. Additional products or services you use may have additional security requirements and you must familiarize yourself with those as notified to you.

8. Closing your NellsPay Account

8.1. You may close your NellsPay Account at any time by contacting Customer Service. However, if you have available funds in your NellsPay Account, you may be required to provide identification documents before being able to withdraw funds. Transactions and fees for transactions undertaken before you close your NellsPay Account (including those transactions that are not revocable and have been initiated but not completed before the closure of your NellsPay Account) will not be refunded. We have the right to change the fees immediately if such a measure is required by our providers and/ or other business parties or if there are any other urgent events (financial losses from the provision of the services, accounts maintenance, etc.) with usually five business days prior notice to that change in the ordinary course.

8.2. If your NellsPay Account holds a balance at the time of its closure, we will ask you to withdraw your funds within a reasonable period, during which your NellsPay Account will be accessible for the purpose of withdrawing the remaining balance only. you can submit a request to withdraw your funds to your other account in another financial institution, We also have the right to request documents confirming that this account belongs to you. After the expiry of this period, you will not be able to access your NellsPay Account but you may withdraw any remaining funds by contacting Customer Service and requesting that the funds are sent to you in a manner that is reasonably acceptable for us. If you want to access your transaction history after the closure of your NellsPay Account, you will need to contact Customer Service and request the information, you may do so for six years from the date of closure of your NellsPay your obligations with regards to keeping your NellsPay Account safe shall continue to apply.

8.3. We reserve the right to carry out any necessary money laundering, terrorism financing, fraud or other illegal activity checks in accordance with PCMLTFA and other applicable legislation before authorizing any withdrawal of your funds, including in relation to returning any funds to you after you have closed your NellsPay Account.

8.4. Due to the effect of applicable law it may not be possible to reclaim any funds more than six years after your NellsPay Account has been terminated. We recommend that you reclaim any funds in your NellsPay Account as soon as possible after your NellsPay Account is closed.

9. NellsPay Account

9.1. After activation of your NellsPay account you can use NellsPay Services as follows:

9.1.1. Send money to and receive transfers from other NellsPay accounts and non-NellsPay accounts;

9.1.2. Change money from one currency to another. The currencies available might change occasionally, exchange within available currencies according to actual rates in the NellsPay account;

9.1.3. View information in the dashboard about transfers received or sent, and currency exchange history;

9.1.4. Create balance statements (reports);

9.2. Once your NellsPay Account is activated, bank details will become available in your NellsPay account dashboard. We may, at our sole discretion, change the type of your bank details with 3 days’ prior notice in our Communication channels.

9.3. Fees for NellsPay Account Services are described in your NellsPay Account,

9.4. You cannot cancel a completed transfer. If you need to reverse a completed outgoing transfer, you have to notify us on our Communication channels. The notice should include information on the initial Transaction, as well as the Transaction identification number, date, and payment purpose.

9.5. Your Payer cannot cancel a completed transfer. In this case, the Payer may request a Recall. However, We cannot guarantee that the Recall will be made.

9.6. If We receive a Recall request, we then contact the Customer and the Customer may preferably provide us with evidence of the service provided in a specific case within 5 business days.

9.7. If the Customer agrees with the Recall request, we shall continue in accordance with instructions on the Transaction from the amount payable to the Customer and transfer the Recall amount to the Customer’s Payer.

9.8. If the Customer refuses the Recall request, we may request sufficient evidence and arguments regarding the service performed.

9.9. If the Customer fails to respond during the 5 business days or the Payer provides sufficient evidence of non-provided services/products, We reserve the right to reverse the transaction and charge the additional fees from the Customer (if applicable).

9.10. We are entitled by informing you to unilaterally decline any suspicious or fraudulent Transaction and refund the Transaction amount. In such cases, as and where required by law, We shall report a fraudulent Transaction to the competent authorities.

10. Prohibited Transactions and Activities

10.1. It is strictly forbidden to use your NellsPay Account for any illegal purposes including but not limited to fraud and money laundering. We will investigate and report any suspicious activity to the relevant law enforcement agency. you are prohibited from using your NellsPay Account in an attempt to abuse, exploit or circumvent the usage restrictions imposed by NellsPay or a third party provider on the services it provides.

10.2. It is strictly forbidden to use your NellsPay Account for transactions, which involve the exchange of financial or other assets between individual users without the involvement of a centralized authority or intermediary, also known as P2P transactions, which include the exchange of goods, cryptocurrency, services and other assets.

10.3. If you conduct or attempt to conduct any transaction in violation of the prohibitions contained in this section, we reserve the right to reverse the transaction and/or close or suspend your NellsPay Account.

10.4. We may, at our sole discretion, cease service to certain activities not mentioned above, and we will endeavor to give you one week’s notice of such termination. As soon as you receive a notice of termination of cooperation with you, and in the event that there are no claims against you in the form of refunds, recalls, or violations, you will be able to withdraw all available funds from your NellsPay account, within 5 business days, to your name account in another financial institution until the account will be closed.

11. Fees

11.1. Any payments under these Terms are indicated excluding VAT and any other applicable taxes. Any taxes applicable at law should be paid by you in addition to the Fees charged.

11.2. The Fees may be reviewed and changed from time to time, at our sole discretion. Also, we have the right to change the Fees for certain categories of business. We have the right to change the Fees immediately if such a measure is required by our providers and/or other business parties or if there are any other urgent events (financial losses from the Services provision, accounts maintenance, etc.), usually 5 business days prior to that change in the ordinary course.

11.3. Contractual penalties under these Terms and relevant agreements (if any) must be paid in addition to any amounts provided for damages or fulfillment of obligations determined in these Terms and relevant agreements. Payment of a contractual penalty does not release you from the fulfillment of the obligations.

11.4. Where any request, transaction, disputed transaction, arbitration, or reversed transaction involves third-party costs, you remain liable for such costs (and they will be deducted from your NellsPay Account, or can be also otherwise charged to you).

12. Intellectual Property

12.1. Other than the express licenses granted by these Terms, we do not grant any kind of right or license of our e-money products and payment services provision or any Intellectual Property (IP) rights.

12.2. Each party shall retain all ownership rights, title, and interest in and to its own products and services and all IP rights therein, subject only to the rights and licenses specifically granted herein.

12.3. You shall in no way represent, except as specifically permitted under these Terms, that you have any right, title, or interest in or to our IP.

13. Confidential Information

13.1. The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other a certain confidential and proprietary information, including without limitation information concerning NellsPay’s e-money products and payment services provision and the knowhow, technology, techniques, or business or marketing plans related thereto all of which are confidential and proprietary to, and trade secrets of, the disclosing party.

13.2. For the purposes of these Terms, “Confidential Information” means information that belongs to us and which is secret, imparted in confidence, or of a confidential nature or otherwise stated to be confidential including but not limited to:

  • details of our Customers;

  • technical information, computer code and algorithms, research and development plans, inventions, applications, and/or any intellectual property used, owned or employed by us, in or for any of their respective businesses;

  • information relating to our business, affairs, and finances;

  • any information and/or data that we are obliged to keep confidential as a consequence of its dealings with their clients and/or any other third party.

13.3. Confidential Information does not include information that:

  • is public knowledge at the time of disclosure by the disclosing party;

  • becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations;

  • was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party’s confidentiality obligations;

  • is independently developed by the receiving party.

13.4. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall:

  • not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information;

  • not use the disclosing party’s Confidential Information in any case except to perform its duties hereunder or with the disclosing party’s express prior written consent;

  • disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes (where applicable);

  • take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in the Terms;

  • take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure.

14. Indemnification

14.1. you agree to indemnify, defend, and hold harmless us, our parent, affiliates, officers, directors, agents, employees, and suppliers from and against any lawsuit, claim, liability, loss, penalty, or other expense (including attorneys’ fees and cost of defense) they may suffer or incur as a result of:

  • your use of our Services;

  • your breach of these Terms you enter into with us or our suppliers in relation to your use of our Services;

14.2. you agree that in case any fine is levied against us or our providers as a result of us processing your transactions you shall be fully liable for such fine and shall compensate us the full amount of such fine. you shall also compensate any direct and indirect damages related to such a fine.

15. Limitation of Liability

15.1. We shall not be held liable to you or any third party for any consequential, indirect, incidental, reliance, or exemplary damages arising out of or relating to these Terms or our Services, whether foreseeable or unforeseeable, and whether based on breach of any express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, or other cause of action, including but not limited to, damages for loss of data, goodwill, profits, investments, use of money, or use of facilities; interruption in use or availability of data; stoppage of other work or impairment of other assets; or labor claims.

15.2. We assume no liability for your failure to perform in accordance with these Terms or any results caused by your acts, omissions, or negligence, or a subcontractor or an agent of the Customer or an employee of any of them, nor shall We have any liability for claims of the third parties, including but not limited to, claims of the third parties arising out of or as a result of, or in connection with, your services, messages, programs, promotions, advertising, infringement or any claim for violation of copyright, trademark or other IP rights.

15.3. Under no circumstances shall our total aggregate liability to you or any third party arising out of or related to the Terms exceed the direct damages suffered by such party in an amount equal to the amounts paid/payable by you to us under the Terms.