Overview of this Agreement

These Wave Payments Customers Terms of Service (this “Agreement”) constitute a legal agreement between you (“you” or “your”) and Wave Financial Inc. (“Wave”, “we”, “our” or “us”) and govern your access to and use of Wave’s Payment Service for making payments, as described below (“Payment Service”). Your use of the Payment Service constitutes your agreement to all terms and conditions of this Agreement.

You confirm you have reviewed Wave’s Terms of Use (“Wave TOU”) which is incorporated by this reference into and forms part of this Agreement, and you agree to be bound by the terms and conditions of the Wave TOU. To the extent there is any conflict between the Wave TOU and this Agreement, the terms of this Agreement shall prevail only with respect to the Payment Service.

All defined terms used in this Agreement will have the meaning assigned to them in this Agreement and will apply both to their singular and plural forms, as the context may require. Capitalized terms not expressly defined in this Agreement have the meaning given to them in the Wave TOU.

The Arbitration Provision in Section O. of the Wave TOU (the “Arbitration Provision”) applies to this Agreement and any dispute arising out of or relating to this Agreement.
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A. Description of Service

The Payment Service enables you to make a payment to a person or entity that uses Wave services (a "Wave User") in accordance with this Agreement. You may make a payment to a Wave User (you would be a "Payer" and the Wave User would be a “Payee”) by a credit or debit card acceptable to us (a “Card Payment”) or an electronic payment from your bank account (a “Bank Payment”; collectively “Card Payments” and “Bank Payments” are referred to as “Payments”). Wave acts solely as a third party payment facilitator and processor to Payers and Payees. The Payment Service is protected by copyright, trademark and other intellectual property laws. Wave is not a party to any agreement between a Payer and Payee and any disputes you have with a Payer or Payee are solely between you and the Wave User.

B. Payments

Payments may only be made in Canadian dollars and you may not use the Payment Service in any manner that violates any applicable Laws or this Agreement. You may not provide access to the Payment Service to any third party. You will provide accurate and complete information regarding your Payments, and agree that all information you provide, including information about a debit or credit card or bank account, is complete, accurate and true.

The Payer is responsible for correctly identifying the Payee. If the Payer provides incorrect information about a Payee, we are not responsible for the recovery of any funds sent to an incorrect Payee.

1. Bank Payments and Card Payments

To make a Bank Payment the Payer must provide us with information regarding a valid Canadian bank account that is owned by the Payer or that the Payer has the authority to manage and authorize us to debit that account in order to make the Bank Payment. You must provide verifiable bank account information and there must be sufficient available funds to cover the amount of the Bank Payment. By authorizing a Bank Payment, Payer authorizes Wave to electronically debit your bank account for the amount of the Bank Payment. You agree not to initiate any Bank Payment that violates the laws of Canada or any other law that applies to you. Annex A to this Agreement includes the Business Pre-Authorized Debit Agreement (the "PAD Agreement") that applies to Bank Payments. The PAD Agreement forms part of this Agreement.

To make a Card Payment, the Payer must provide us with a valid credit or debit card number and other information necessary to implement a payment with that card. The card must be in the name of the Payer or the person making the payment on behalf of the Payer. You must have sufficient funds available through the use of the card to cover the amount of the Card Payment. When you authorize a Card Payment, you authorize us to initiate a payment to the designated Payee through the card.

By instructing us to make a Payment, you authorize us to follow the Payment instructions that you provide to us through the Payment Service and authorize and instruct us to send emails or text messages to the Payee concerning the Payment. Once you initiate a Payment, we cannot assure you that we can stop or cancel the Payment. Please reach out to your financial institution or the Wave User for assistance. If the Wave User contacts us, we will make a reasonable effort to do so if the Payment has not yet been transmitted.

2. Returned Payments

You authorize us to credit your account with any Payments that are returned. You are solely responsible for any fees charged by your bank or any other third party in connection with your receipt of the returned Payment. 

We may return a Payment if we are unable to confirm that you are the intended recipient of the Payment, if we reasonably believe that completing the Payment would violate applicable Laws or regulations or that the Payment was fraudulent or unauthorized, or that the information that you or the Payer provided to us was inaccurate.

C. Payment Date; Initiation of Payment

The Payment Date is the date a Payer authorizes a Payment.

1. Payers

For Payers, on the Payment Date, we will charge the Card Payment or for Bank Payments, debit the designated bank account for the payment amount. If the Payment Date falls on a weekend, or Canadian federal holiday, it will be processed the next business day. A business day is defined as Monday through Friday, except for legal holidays. You are responsible for ensuring that you have adequate available credit for Card Payments or that the funds are available in your bank account for Bank Payments. You are solely responsible for any fees (including late, overdraft, return or over limit fees) charged by your card issuer, your bank or the Payee. You give Wave the right to resubmit any returned or invalid payments you have authorized and to re-originate the Payment. When you schedule a payment, you should allow sufficient time for the Payee to receive the Payment by its due date, which will be two (2) to three (3) business days after the Payee has accepted the Payment.

2. Payees

For Payees, we will initiate the Payment on the Payment Date. The Payee will not receive the Payment on the Payment Date. Funds may not be received by the Payee for two (2) to three (3) business days.

D. Transaction Limits

For Payee's making payments using the Payment Service, the following limits apply:

• $1,000,000 per transaction

These limits may be changed and additional limits may be added at any time. Your limits may also be adjusted based on history and other factors. We, in our sole discretion, may impose limits on the dollar amount, number and/or frequency of Payments you can make using the Payment Service. We may decline any Payment exceeding these limits.

E. Storing Payment Information

When using the Payment Service to make Payments, you may elect to save your Payment information (card information or bank account information, as applicable) for future Payments.

F. Payment Verification

We may also request that you provide additional information to verify your identity or a Payment. If you refuse any of these requests, we may not be able to allow you to use the Payment Service.

G. For Payers: Our Liability for Failure to Make a Payment; Cancelled Payments

We are not liable for any failure to complete a Payer's Payment on the correct date or in the correct amount if you provide inaccurate or incorrect information. Any fees associated with a late payment imposed by the Wave User to whom you are making a payment are your sole responsibility. We will make reasonable efforts to send you notice that your Payment is not complete, but you are solely responsible for ensuring payment has been sent, received, and accepted in the correct amount by the Payee. The average process time after the Payee accepts a Payment is usually two (2) to three (3) business days, but may take longer due to card or banking system delays or other matters outside of our control. We may delay, cancel or reverse a payment if we believe or suspect that a transaction is invalid, fraudulent or violates applicable law, the terms of this Agreement, your authorization to initiate a Payment, or our policies. You agree to cooperate with us and provide any information that may be reasonably requested by us in our investigation of any cancelled, invalidated or refused payment transactions. You agree and understand that the Payee is not required to accept your payment. You agree that you will not hold us liable for any damages resulting from a Payee's decision not to accept a payment. We will return any cancelled or denied payment to your bank account or your card, as applicable.

H. Privacy

Your privacy is very important to us. By accepting this Agreement, you confirm that you have read, understood and accepted our Customer Privacy Policy, which is hereby incorporated into this Agreement and applies to the collection, use, and disclosure of your personal information. Use of the Payment Service constitutes consent to use any personal information which you provide us during the payment process for the purposes set out in our Customer Privacy Policy and for all other related uses for which your consent may reasonably be implied.

I. Electronic Communications

1. Electronic Delivery

You agree and give consent to receive Communications from us electronically. The term “Communications” means any notice, record, agreement, or other types of information that are made available to you or received from you in connection with the Payment Service or other related services. The decision of whether to do business electronically is yours. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Payment Service.
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2. Effect of Electronic Communications

You agree that any such electronic Communications have the same meaning and effect as if we had provided you with paper Communications. Communications are considered received by you within twenty-four (24) hours of the time they are emailed to you or posted to our website. You further agree that your electronic signature (e-signature) has the same effect as your manual, physical signature. As applicable, by authorizing a Payment electronically and agreeing to this Agreement, you are confirming that you are able to receive, open, and print or download a copy of any Communications for your records.
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3. How to Withdraw Your Consent

At any time, you may withdraw your consent to receive electronic Communications by contacting privacy@waveapps.com. As this is an electronic payment service, if you choose to withdraw your consent to receive electronic Communications, we will no longer be able to provide you with the Payment Service.

J. Termination

You may cease using the Payment Service at any time. We may terminate this Agreement and terminate the Payment Service or suspend your access to the Payment Service for any reason with or without cause. Any expiry or termination of this Agreement is subject to Section 5 (‘Survival’)..

K. Disclaimer of Warranties

Wave makes no representations or guarantees regarding the Wave Users utilizing our Payment Service. Use of our Payment Service in no way represents any endorsement by Wave or by any Network, of a Wave User’s existence, legitimacy, policies or practices. Wave does not have control of, or liability for, goods or services that are paid for with the Payment Service.

L. Limitation of Liability

THE LIMITATION OF LIABILITY SET OUT IN SECTION I OF THE WAVE TOU WILL APPLY. IN NO EVENT WILL WAVE’S THIRD-PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THE PAYMENT SERVICE.

M. Miscellaneous

1. Governing Law

Except as otherwise provided in the Arbitration Provision set out herein, this Agreement shall in all respects be governed by and interpreted, construed and enforced in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein as applied to agreements entered into and to be performed entirely within Ontario, without regard to its choice of Law or conflicts of Law principles that would require application of the Law of a different jurisdiction.
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2. Entire Agreement

Except as otherwise provided in the Arbitration Provision, this Agreement, including the Wave TOU, and the PAD Agreement, is the entire and exclusive agreement between parties with respect to the Payment Service, and it supersedes all previous communications, representations, or agreements, either oral or written, between you and us.
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3. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Wave without restriction or consent.

4. Amendment of Agreement

Except as otherwise provided in the Arbitration Provision, we reserve the right to modify or add to this Agreement at any time and to change, delete, discontinue, or impose conditions on any feature or aspect of the Payment Service with notice that we in our sole discretion deem to be reasonable in the circumstances, including but not limited to notice on our website or any other website maintained or owned by us and identified to you. Any use of the Payment Service after our publication of any such changes shall constitute your acceptance of the then-current version of this Agreement. You may not modify or amend this Agreement unless we agree to such modification or amendment in a written instrument signed by a duly authorized representative of Wave. For the purposes of this section, a written instrument shall expressly exclude electronic communications such as email and electronic notices including facsimiles.
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5. Survival

Any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement or that expressly or by their nature extends beyond the termination of the Payment Service shall survive and remain in effect in accordance with its terms upon the termination of this Agreement. The Arbitration Provision will survive the termination of this Agreement.
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6. Severability

Except as otherwise provided in the Arbitration Provision, all provisions of this Agreement, notwithstanding the manner in which they have been grouped together or linked, are severable from each other. If any of these terms should be determined to be unenforceable, the remaining terms of this Agreement shall survive and remain in full force and effect and continue to be binding and enforceable.
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7. Language

You and we expressly acknowledge and agree that this Agreement and all related agreements, schedules, materials, licenses and policies be drafted in the English language only. Il est convenu que cette convention et tous les annexes, documents, licences et politiques s'y rattachant soient rédigés en anglais.
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Annex A

Business Pre-Authorized Debit Agreement

1. To use the Bank Payment, you must pre-authorize us to debit your bank account as described herein. This Business Pre-Authorized Debit Agreement (this “Authorization”) constitutes your agreement and authorization for Wave to debit your bank account that you may designate from time to time (each a “Bank Account”) for purposes of making a Bank Payment in the amount and frequency that you may specify from time to time (the “PAD Amount”). This Authorization forms part of Wave Payments Customers – Terms of Service (the “Agreement”). You acknowledge that this Authorization is provided for the benefit of Wave, Wave’s bank and your bank. You agree to be bound by Rule H1.
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2. Before initiating any Bank Payment, you will be required to provide us with all necessary information about the Bank Account from which the PAD Amount will be debited. The PAD may be made on a one-time or recurring basis. You confirm that you have authority under the terms of your Bank Account agreement to authorize the debit(s).
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3. This Authorization is a “Business PAD”, as such term is defined in the Canadian Payment Association Rule H1 (“Rule H1”). The PAD Amount may be variable based on the amount you specify from time to time.
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4. If any payment for the PAD Amount is dishonored by your bank for any reason, Wave is entitled to issue another debit for the ACH Amount in accordance with Rule H1. We shall be under no liability whatsoever caused by a dishonored debit.
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5. You acknowledge that your bank is not required to verify that: (a) a PAD has been issued in accordance with the particulars of this Authorization; or (b) any purpose of payment for which the PAD has been issued has been fulfilled by us as a condition to honoring a PAD issued on your Bank Account. You acknowledge that your agreement to this Authorization with us constitutes delivery of this Authorization by you to us and your bank.
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6. You may revoke this Authorization at any time by notifying the Wave User. Refer to the contact details provided in the PAD confirmation email. To obtain a sample cancellation form or for more information on your right to cancel this Authorization, you may contact your financial institution or visit www.payments.ca.
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7. Even if you cancel or revoke this Authorization, certain provisions of this Agreement survive and remain in effect in accordance with their terms. The revocation of this Authorization does not terminate any other agreement you have with us or the Wave User.
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8. You have certain recourse rights if any debit does not comply with this Authorization. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this Authorization. To obtain more information on your recourse rights, contact your financial institution or visit www.payments.ca.
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9. A PAD may be disputed by you only if: (a) the PAD was not drawn in accordance with this Authorization or (b) amounts were drawn after this Authorization was revoked. In order to be reimbursed, you acknowledge that a declaration must be completed and presented to your bank holding the Bank Account up to and including ten (10) business days after the date on which the PAD in dispute was debited from the Bank Account. You acknowledge that, after such ten (10) business day period, a claim that the Authorization was revoked or any other dispute of a PAD is a matter to be resolved solely between you and the Wave User.
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10. You understand that you can contact the Wave User by referring to the contact details provided in the Authorization confirmation email to make any inquiries, obtain information or seek any recourse rights with respect to this PAD arrangement.
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11. You agree and consent to the information contained in this Authorization being disclosed to third parties (such as our payment processor) and the financial institution that holds the account of the Wave User to be credited with the PAD in accordance with our Customer Privacy Policy and as required to complete any PAD transaction to the extent that such disclosure of personal information is directly related to and necessary for the proper application of Rule H1.
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12. For variable PAD Amounts, you agree to waive the right to receive ten (10) days pre-notification of the amount of each PAD authorized by this Authorization.
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13. For recurring PADs, Wave will provide written confirmation of this Authorization to you, using the email address provided to us by the Wave User. You agree to waive the requirement to receive confirmation prior to the due date of the first PAD. Wave will provide confirmation within five (5) calendar days following the date of the first PAD.