TERMS AND CONDITIONS

Sepon Pay Ltd. with its business address at 200 - 1001 1 ST SE, Calgary, Alberta T2G 5G3, Canada (hereafter referred to as “Sepon”) is processing and billing certain payment services (hereafter referred to as “Service” or “Services”).

Use of the Services creates a contract between the individual who makes a payment in exchange for products or services offered by the Merchant through its online platform (hereafter referred to as “you”) and Sepon. For the purposes of these terms and conditions (hereafter referred to as the “Terms”) Merchant shall mean an individual or legal entity with the capacity to enter into binding agreements who (i) offers goods and/or services for sale online, and (ii) has entered into a contractual arrangement with Sepon.

You confirm that you have read and understood these Terms and accept them fully and without reservation. These Terms have exclusive validity unless Sepon has expressly declared its agreement to a different provision.

Use of the Services and Payments

By proceeding with a transaction, you authorize Sepon and/or its authorized payment processors to process the payment on your behalf in accordance with the selected method.
You are solely responsible for all charges incurred through your use of the Service or third-party offerings accessible through the Service. Payments for Services offered through this website may be made using a variety of accepted methods, including but not limited to credit cards, debit cards, electronic funds transfers, digital wallets, or other approved payment solutions.
In the event that any service upgrade or enhancement necessitates changes to your hardware or software, you agree to implement such changes at your own cost. Unless specifically stated otherwise, any additional features, functionalities, or new products that modify or improve the existing Service shall fall under the scope of these Terms.

Your Responsibilities and Conduct

You affirm and guarantee that you are of legal age as defined by the laws of your place of residence.
You may not access or use the Services, or enter into these Terms, if you are subject to sanctions, trade restrictions, or similar measures imposed by the Government of Canada or any other applicable governmental authority with jurisdiction over Sepon or the Services.
Unless you have reasonable grounds to believe that your chosen payment method (such as a payment card, bank account, digital wallet, or other authorized method) has been lost, stolen, or compromised, you agree not to falsely report it as such or dispute a payment that you knowingly authorized. If you initiate a chargeback, reversal, or dispute in bad faith, or falsely claim that a legitimate transaction was unauthorized, you acknowledge that Sepon may suffer financial, legal, and reputational harm as a result.

In such cases, you agree that Sepon shall be entitled to recover liquidated damages in the amount of CAD 25,000.00, which represents a genuine pre-estimate of the losses that may be incurred as a result of such actions.

The specified amount of liquidated damages does not limit or exclude Sepon’s right to seek reimbursement for any additional or actual losses incurred as a result of your actions, including but not limited to administrative fees, investigation costs, chargeback penalties, and legal expenses, to the extent permitted by applicable law. Nor does it exempt you from any further liability that may arise from breaches of other obligations, representations, or warranties contained in these Terms.

As a condition for using the Service - alongside any applicable service fees - you agree to provide accurate, truthful, and complete personal information as needed for the Service provision. To the extent law allows, we and our service providers may verify your identity. If Sepon has reason to believe that the information provided is false, misleading, or incomplete, we reserve the right to suspend or deny access to the Service now or in the future.

Sepon is not liable for any loss or damage resulting from incorrect or incomplete data provided by you or unauthorized access caused by factors outside Sepon’s reasonable control. This does not affect any rights or remedies you may have under applicable consumer protection or privacy laws.
You agree to use Sepon’s Services in strict compliance with all applicable laws, regulations, and legal obligations, including but not limited to:
- international laws and treaties;
- the federal laws of Canada, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act;
- provincial and territorial consumer protection laws;
- privacy laws such as the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation; and
- all local bylaws and applicable industry standards or self-regulatory guidelines.
You shall not use the Services for any unlawful, fraudulent, abusive, or unauthorized purposes, including but not limited to:
- Engaging in or facilitating money laundering, terrorist financing, or any other financial crimes;
- Violating sanctions or export control laws;
- Misusing or unlawfully collecting or sharing personal information; or
- Conducting any activity that could interfere with or disrupt Sepon’s Services, or the networks or systems connected to them.
Sepon reserves the right to investigate any activity that may violate this clause and to cooperate with regulatory authorities, financial institutions, or law enforcement agencies as required by applicable law. This may include disclosing information necessary to comply with lawful investigations or regulatory reporting obligations.
Sepon may monitor access to and use of the Services to ensure compliance with this clause and reserves the right to suspend or terminate access to the Services if it determines, in its sole discretion, that a violation has occurred or is reasonably suspected.
By accessing or using the Services or this Website, you acknowledge and agree to be bound by these Terms, as well as the terms of the Customer Agreement located at https://legal.rail.io/legal/customeragreement/, which is hereby incorporated by reference into these Terms. If you do not agree to all applicable terms, including those set out in the Customer Agreement, you must not use the Services.

Merchant Responsibility and Eligibility

The Merchant - not Sepon - is solely responsible for the goods or services you purchase through the Services. This includes, without limitation, matters related to delivery, product or service quality, returns, refunds, accuracy of descriptions, fraud, advertising practices, customer support, intellectual property rights, liability arising from the Merchant’s offerings, and compliance with applicable laws.

Service Interruptions and Discontinuation

Sepon may temporarily suspend access to the Service to perform maintenance, upgrades, or repairs. In such cases, Sepon will take reasonable steps to minimize the duration of downtime and reduce any inconvenience to you.
Sepon reserves the right to alter, suspend, or permanently discontinue any specific features or Services it provides—whether directly or via third-party integrations—without prior notice.
While Sepon strives to ensure broad availability of its system, certain disruptions may occur due to the inherent limitations and variability of Internet or mobile network infrastructure, which are beyond Sepon's control. As such, Sepon cannot guarantee uninterrupted access to its Services or to all users at all times, though delivering stable performance remains a top priority.

Legal Compliance and Prohibited Use

You agree to notify Sepon immediately in the event of suspected unauthorized access to your cards or other payment methods or any breach of security. Sepon disclaims liability for any loss or damage resulting from your failure to follow security precautions.
While Sepon implements reasonable security measures to protect your personal and sensitive information, unauthorized third parties—such as hackers—may still attempt to gain access. Sepon disclaims liability for any damage, loss, or unauthorized disclosure resulting from such breaches, regardless of the legal theory under which a claim might be brought.
Given the complexity of the systems involved, the number of intermediaries, and the evolving nature of internet technologies and cyber threats, Sepon cannot guarantee uninterrupted service, data integrity, or absolute security. Although Sepon will make reasonable efforts to protect its systems from unauthorized access and malicious code, it is not liable for any data loss, corruption, or unauthorized exposure despite those efforts.
Sepon reserves the right to suspend or terminate your access to the Service if there is reason to believe that an unauthorized party is attempting to gain access.

Privacy and Data Processing

Sepon processes and handles your personal information in accordance with its Privacy Policy, which outlines the types of data collected, the purposes for which it is used, and the measures taken to protect it. The most current version of the Privacy Policy is available on Sepon’s website and may be updated from time to time.

Intellectual Property Rights

Unless expressly stated otherwise in these Terms, all intellectual property rights, proprietary interests, and any intangible assets associated with or utilized in the delivery or operation of the Service (“Sepon Intellectual Property Rights”) are and shall remain the sole property of Sepon or its licensors. You agree not to assert any ownership or claim to such rights.
You understand and acknowledge that no ownership of, or title to, any Sepon Intellectual Property Rights is being transferred to you under these Terms. Your use of the Service is limited to the rights explicitly granted herein, and no additional licenses or rights are conferred by implication or otherwise.
If you are a copyright holder or a legally authorized representative thereof and believe that content available through Sepon’s Services infringes upon your copyright, please notify us.

Dispute Resolution, Unauthorized Transactions

If you believe that a transaction processed through Sepon’s Services is unauthorized, fraudulent, or processed in error, you must notify Sepon in writing as soon as possible, and in any event no later than 60 days from the date of the transaction. You may report such issues by contacting Sepon.
Upon receipt of your notification, Sepon will promptly initiate an investigation and may request additional information or documentation from you in order to assess the dispute. You agree to cooperate fully and provide accurate and complete information as requested.
You acknowledge and agree that you should not contribute to the loss through negligence or fraud and should report the unauthorized transaction within the applicable time period. Sepon shall not be liable for losses resulting from your failure to report unauthorized activity within the required timeframe, or where you have failed to adequately secure your device.

Limitation of Liability and Indemnification

To the fullest extent permitted by applicable law, Sepon, its affiliates, directors, officers, employees, agents, licensors, and service providers shall not be liable to you for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of data, service interruptions, system failures, data breaches, or unauthorized access to your personal information, arising from or related to your use of, or inability to use, the Service - regardless of the cause of action, whether in contract, tort (including negligence), equity, or otherwise - even if Sepon has been advised of the possibility of such damages.
To the extent permitted by applicable law, and where liability cannot be fully excluded, Sepon’s total aggregate liability to you for any and all claims arising from or related to these Terms or your use of the Services shall not exceed the greater of:
- the total amount of fees, paid by you to Sepon during the three (3) months immediately preceding the event giving rise to the claim, or
- fifty Canadian dollars (CAD $50).
This limitation applies regardless of the form of action, whether in contract, tort, negligence, or otherwise, and even if any limited remedy fails of its essential purpose.
Nothing in these Terms shall operate to exclude or limit Sepon’s liability in circumstances where such exclusion or limitation is prohibited by law, including liability for death or personal injury resulting from gross negligence or fraud, or for any statutory rights that may not be waived under applicable consumer protection legislation.
You agree to indemnify, defend, and hold harmless Sepon, its affiliates, officers, directors, employees, agents, contractors, licensors, and service providers from and against any and all claims, losses, liabilities, expenses, damages, and costs (including reasonable legal fees and expenses) arising out of or in connection with:

your breach of these Terms;
your violation of any applicable laws or regulations;
your misuse of the Service, including fraudulent or unauthorized activities; or
any content or data you submit through the Service.

This indemnity does not apply to claims arising from Sepon’s own negligence, breach of applicable law, or failure to meet its obligations under these Terms.

Disclaimer of Warranties

Unless otherwise expressly stated in these Terms, the Services are provided on an “as is” and “as available” basis. To the extent permitted by applicable law, Sepon does not make any representations, warranties, or conditions, express or implied, including but not limited to implied warranties or conditions of merchantability, fitness for a particular purpose, title, or non-infringement.
While Sepon makes commercially reasonable efforts to maintain the availability and security of its Services and website, it does not guarantee that the Services will be error-free, uninterrupted, timely, secure, or free from viruses or other harmful components. Sepon does not warrant that the Services will meet your specific requirements or that any identified issues will be corrected.

Dispute resolution and Governing Law

Sepon encourages the amicable resolution of disputes and welcomes the opportunity to address concerns prior to the initiation of formal proceedings. Before commencing arbitration, you agree to first contact Sepon’s legal department to provide a written summary of your claim or concern. Sepon will use reasonable efforts to resolve the issue promptly and in good faith.
Except as otherwise provided in this section or prohibited by applicable law, any dispute, controversy, or claim arising out of or relating to these Terms, the Services, or the Website, , shall be resolved through final and binding arbitration.
The arbitration shall be conducted in accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. (the "ADRIC Rules"), as amended from time to time. It shall be administered by ADRIC or its designated regional affiliate and may be conducted remotely or in a mutually agreed location. The arbitration shall be conducted by a single, independent, and impartial arbitrator with experience in commercial and technology-related disputes, appointed in accordance with the ADRIC Rules. The seat of the arbitration shall be Toronto, Ontario, Canada, unless the parties agree otherwise in writing. The arbitration shall be conducted in English, except where applicable law requires otherwise. By accessing or using the Website or the Service, you acknowledge and agree to the arbitration provisions set forth above, where applicable. This arbitration provision does not apply to consumers residing in Ontario or Quebec, who retain the right to resolve disputes in court in accordance with applicable consumer protection laws.
To the fullest extent permitted by applicable law, you waive any right to commence or participate in a class action, class arbitration, or other representative proceeding. You also waive your right to a trial by jury or to initiate proceedings before a court of law, except where required under provincial consumer protection legislation or where permitted for small claims matters or the enforcement of an arbitration award. This clause does not apply to residents of Ontario or Quebec, who retain the right to pursue claims before a court in accordance with local consumer protection laws.
These Terms and any dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to any principles of conflicts of law.

Miscellaneous

Where commercially reasonable, we will make efforts to notify you in advance of any action that may restrict your access to the Services. However, if, in our sole discretion, we determine that you have breached, or we reasonably suspect that you have breached, any provision of these Terms, we reserve the right to terminate these Terms and your access to the Services immediately and without prior notice.
The Service may provide access to, or integrations with, third-party products and services, either directly or through hyperlinks directing you to platforms managed by those third parties. Sepon is not a party to any agreements, transactions, or interactions you may engage in with such third parties, and assumes no responsibility for the content, accuracy, quality, or fulfillment of products or services offered by them. All dealings with third-party providers are solely between you and the relevant provider.
Any notices or communications relating to these Terms may be provided by Sepon via posting on its official website or by email sent to the most recent address you have provided, if any. You agree that such notice shall constitute effective and sufficient notice for all purposes under these Terms.
You may not assign, delegate, or otherwise transfer these Terms, or any of your rights or obligations under them, to any third party without the prior written consent of Sepon. Any attempted assignment in violation of this provision shall be null and void.
Sepon reserves the right to assign its rights and obligations under these Terms, including any receivables arising from it to a third party, provided that such assignment is on terms that are no less favorable to you than those set out in these Terms.
Sepon may amend or update these Terms from time to time. When material changes are made, Sepon will provide reasonable notice by posting the updated Terms on its website and, where appropriate, by email. Your continued use of the Service after such notice constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you may stop using the Service. Changes will not apply retroactively and will not override any rights or obligations that arose prior to the effective date of the change.
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from these Terms, and the remainder shall continue in full force and effect. The parties agree to negotiate in good faith to replace any such unenforceable provision with a valid and enforceable term that most closely reflects the original intent of the parties, to the extent permitted by applicable law.
These Terms and all related documentation have been drafted in the English language only.
The parties confirm that it is their express wish that these Terms and all related documents, including notices, be drawn up in English only/Les parties confirment leur volonté expresse que la présente entente, ainsi que tous les documents s’y rattachant, y compris les avis, soient rédigés en langue anglaise seulement.

Contact information

Sepon Pay Ltd.,

200-1001 1 ST SE, Calgary,

Alberta T2G 5G3, Canada.

https://www.sepon-pay.com/

Last updated: April 01, 2025