Terms & conditions
Definitions
For the purpose of these Terms and Conditions, the following definitions apply:“Sepay” means Sepay Inc., a Canadian corporation incorporated at the federal level and registered in the Province of Quebec, providing payment, virtual-currency conversion, transaction facilitation, payout, and related technology services.
“Client” means any individual or legal entity approved by Sepay to access or use the Services, including a Merchant, business client, institutional client, or individual user, as applicable.
“Merchant” means a legal entity approved by Sepay to use the Services for business purposes, including accepting virtual currency payments from its customers, requesting conversion, receiving settlement, or instructing payouts.
“Individual Client” means a natural person approved by Sepay to use the Services for lawful personal purposes, including fiat-to-virtual-currency purchase services or other services made available to individuals by Sepay from time to time.
“Customer”/“End User” means a customer, payer, beneficiary, or end user involved in a transaction processed or facilitated through the Services, including a customer of a Merchant.
“Services” means the services provided or facilitated by Sepay, including, as applicable: virtual currency-enabled payment processing, fiat-to-virtual-currency on-ramp services, virtual-currency-to-fiat off-ramp services, conversion facilitation, third-party payout services, money transfer-related services, API access, wallet infrastructure support, and related blockchain-based technology services.
“Virtual Currency” means Bitcoin, stablecoins, or other virtual currencies supported by Sepay from time to time. Sepay does not support anonymous or privacy-focused virtual currencies, including Monero, Zcash, or similar assets, unless expressly approved in writing by Sepay.
“Fiat Currency” means government-issued currency recognized as legal tender, including CAD, EUR, USD, GBP, or any other fiat currency supported by Sepay from time to time.
“Client-Controlled Wallet” means a virtual currency wallet controlled by the Client, Merchant, Customer, or other approved wallet holder, where Sepay does not hold the private keys, seed phrase, wallet credentials, or unilateral transaction-signing authority.
“Third-Party Provider” means any regulated or specialized third-party service provider used by Sepay in connection with the Services, including banks, electronic money institutions, payment processors, liquidity providers, exchange providers, card processors, blockchain analytics providers, identity verification providers, cloud infrastructure providers, and compliance technology providers.
“Beneficial Owner” means, where the Client is a legal entity, the natural person or persons who ultimately own or control the Client, directly or indirectly, in accordance with applicable AML/ATF requirements.
“Controlling Person” means, where applicable, any natural person who exercises control over a legal entity, including through ownership, voting rights, management authority, or other means of control.
“KYC/KYB” means know-your-client, know-your-customer, know-your-business, client identification, business verification, beneficial ownership verification, sanctions screening, PEP/HIO screening, risk assessment, and related due diligence procedures required by Sepay or under Applicable Law.
“PEP/HIO” means a politically exposed person, head of an international organization, family member, or close associate, as understood under applicable Canadian AML/ATF requirements.
“Sanctions Lists” means sanctions, restrictive measures, terrorist financing, anti-corruption, or similar lists issued or maintained by Canada, the United Nations, the United States, the European Union, the United Kingdom, or any other competent authority considered relevant by Sepay.
“Prohibited Jurisdictions” means jurisdictions where Sepay does not provide Services due to sanctions, AML/ATF risk, legal restrictions, payment partner requirements, or Sepay’s internal risk assessment.
“Prohibited Sectors” means business sectors, activities, products, or services which Sepay does not support due to legal, regulatory, AML/ATF, sanctions, fraud, payment network, or reputational risk.
“Applicable Law” means all laws, regulations, regulatory guidance, sanctions measures, court orders, and authority requirements applicable to Sepay, the Client, or the relevant transaction, including Canadian federal and Quebec requirements relating to anti-money laundering, anti-terrorist financing, sanctions, payment services, privacy, consumer protection, and money services businesses.
“Business Relationship” means an ongoing relationship between Sepay and a Client for the provision of Services, including any relationship that must be treated as a business relationship for AML/ATF compliance purposes.
Scope of Services
Nature of Services
Sepay provides a technology-enabled payment and transaction facilitation platform supporting transaction flows.
Sepay’s Services may include, depending on the Client type and approved service configuration:
enabling Merchants to accept and process customer payments through supported payment methods and settlement channels;
facilitating currency conversion and settlement services in supported fiat or digital asset currencies upon Client instruction;
supporting payment initiation, collection, and transfer services for approved business or individual clients;
facilitating settlement transactions to designated bank accounts, payment accounts, or other approved destinations;
supporting third-party payout and disbursement instructions in accordance with applicable requirements;
providing API access, payment infrastructure, transaction monitoring, reporting, and related technology services.
Sepay may make different Services available to different categories of Clients. Not all Services are available to all Clients, jurisdictions, sectors, transaction types, currencies, or payment methods.
Limitations of Service
Sepay is not a bank and does not provide deposit-taking, savings, or lending services.
Sepay does not maintain Client balances, does not accept deposits from the public, and does not hold or safeguard Client funds as part of its standard operating model.
Does not operate its own exchange and has no control over exchange rate fluctuations or liquidity conditions of Exchange Providers.
Does not provide investment, tax, or legal advice.
Sepay does not support one-off, occasional, or anonymous transactions.
Third-Party Providers
The Services depend on Third-Party Providers. Sepay may use such providers for payment processing, liquidity, conversion, settlement, card processing, identity verification, transaction monitoring, sanctions screening, cloud hosting, and other operational functions.
Sepay is not responsible for delays, refusal, downtime, technical failures, liquidity limitations, rejected payments, account restrictions, or other issues caused by Third-Party Providers, except to the extent caused by Sepay’s own gross negligence or wilful misconduct.
Prohibited Use
The Services may not be used for:Transactions involving Prohibited Jurisdictions (Annex A);
Transactions involving Prohibited Sectors (Annex B);
Transactions intended to circumvent applicable sanctions;
Transactions connected to criminal activity, money laundering, or terrorist financing.
Eligibility & Restrictions
Eligible Clients
Sepay may provide Services to approved legal entities and approved individuals, subject to onboarding, due diligence, jurisdictional restrictions, internal risk assessment, and service availability.
Business Clients and Merchants must be duly incorporated, organized, or validly existing under the laws of their jurisdiction, must have a clear ownership and control structure, and must appoint an authorized representative to act on their behalf.
Individual Clients must have legal capacity to enter into these Terms and must act on their own behalf, unless Sepay has been informed of and approved another arrangement.
Sepay may refuse to onboard any Client where the Client, its ownership structure, business activity, jurisdiction, expected transaction activity, source of funds, or intended use of the Services is inconsistent with Sepay’s risk appetite or Applicable Law.
Jurisdictional Restrictions
Sepay’s Services are intended for approved business clients and individual users located in jurisdictions supported by Sepay.
Sepay does not provide Services to clients located in the United States, U.S. persons, U.S. entities, or persons or entities otherwise restricted under Sepay’s internal policies.
Sectoral Restrictions
Sepay does not support transactions involving Prohibited Sectors or activities that Sepay considers unacceptable due to legal, regulatory, AML/ATF, sanctions, fraud, payment network, or reputational risk. Without limitation, Sepay’s assessment may be based on Applicable Law, including requirements arising under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and related regulations administered by FINTRAC, applicable sanctions legislation, payment services requirements administered by the Bank of Canada, Quebec money services business requirements, and any guidance, directives, or obligations imposed by competent Canadian regulatory or governmental authorities.
Certain high-risk sectors are subject to enhanced due diligence and may be rejected at Sepay’s discretion.
Sanctions & Compliance Restrictions
The Client, and where applicable its directors, officers, authorized representatives, Beneficial Owners, Controlling Persons, Customers, and beneficiaries, must not be subject to sanctions or listed on any applicable Sanctions List.
The Client must not use the Services to engage in, support, process, or facilitate any transaction involving sanctioned persons, entities, jurisdictions, wallets, or activities.
Any attempted breach of sanctions or compliance restrictions may result in immediate suspension, transaction rejection, termination, reporting to competent authorities, and any other action Sepay considers necessary or legally required.
Right to Refuse
Sepay reserves the right to refuse onboarding or terminate a business relationship if, in its sole discretion:
Information provided by the Client is incomplete, misleading, or false;
The Client or the Merchant fails to provide requested KYC/KYB information;
The Client or the Merchant or its transactions present regulatory, reputational, or AML risks deemed unacceptable by Sepay.
Onboarding & KYC/KYB
Identification
Before accessing the Services, each Client must complete Sepay’s onboarding, KYC/KYB, sanctions screening, and risk assessment procedures to Sepay’s satisfaction.
For Merchants, Sepay may require (but not limited to) corporate documents, registry extracts, proof of address, ownership and control information, details of directors and officers, identification of authorized representatives, Beneficial Owner information, business activity information, expected transaction volumes, source of funds, source of wealth, and bank or wallet details.
For Individual Clients, Sepay may require (not limited to) identity information and confirmation, proof of address, date of birth, occupation, source of funds, source of wealth, wallet information, payment method information, and any other information required for compliance or risk-management purposes.
Sepay may verify information using documents, databases, electronic identity verification, liveness checks, biometric verification, sanctions screening, PEP/HIO screening, blockchain analytics tools, payment partner checks, or other lawful verification methods.
Ongoing Due Diligence
The Client must keep all information provided to Sepay true, accurate, complete, and up to date.
The Client must promptly notify Sepay of any material change, including changes to ownership, control, directors, authorized representatives, business activity, address, jurisdiction, source of funds, expected transaction activity, sanctions status, PEP/HIO status, bank account, wallet address, or intended use of the Services.
Sepay may request additional information or documents at any time. Failure to provide requested information may result in delay, refusal, suspension, transaction rejection, or termination.
Client Representation
The Client represents and warrants that all information provided to Sepay is true, accurate, complete, and not misleading.
The Client represents and warrants that it is not subject to sanctions and will not use the Services for any unlawful, fraudulent, sanctioned, or prohibited purpose.
Where the Client is a legal entity, the Client represents and warrants that it is validly existing, has authority to enter into these Terms, and that the person acting on its behalf is duly authorized.
Where the Client is an individual, the Client represents and warrants that they have legal capacity to enter into these Terms and are acting on their own behalf.
Transaction, Conversion & Settlement
Client Instructions
Transactions are processed only on the basis of Client instruction, platform instruction, API instruction, pre-approved workflow, or other instruction method accepted by Sepay.
The Client is responsible for the accuracy of all transaction instructions, including wallet addresses, bank account details, beneficiary details, payment amounts, currencies, references, invoices, and settlement instructions.
Sepay is not responsible for losses resulting from incorrect, incomplete, outdated, or fraudulent instructions provided by the Client or its authorized users.
On-Ramp Transactions
In fiat-to-virtual-currency transactions, an approved Client may pay in fiat currency using an approved payment method, and the corresponding amount of Virtual Currency, less fees and applicable costs, may be delivered to the Client’s designated wallet.
Sepay may refuse, delay, cancel, reverse, or adjust an on-ramp transaction where required for compliance, fraud prevention, payment network rules, chargeback management, liquidity limitations, technical reasons, or Third-Party Provider requirements.
The Client is responsible for ensuring that the wallet address provided is correct, compatible, controlled by the Client or otherwise approved by Sepay, and able to receive the relevant Virtual Currency; as blockchain transactions are final and irreversible.
Off-Ramp and Merchant Settlement
In virtual-currency-to-fiat transactions, Sepay may facilitate conversion and settlement through Third-Party Providers after receiving or detecting a valid Client instruction and subject to compliance checks..
Where a Merchant receives Virtual Currency from a Customer, such Virtual Currency is received into a wallet controlled by the Merchant or otherwise approved under Sepay’s non-custodial workflow. Sepay may monitor, screen, coordinate, and facilitate the conversion and settlement process, but does not take custody of Client assets as part of its standard model. All transactions remain subject to Sepay’s compliance requirements, including restrictions relating to Prohibited Jurisdictions and Prohibited Sectors. Clients must ensure that neither they nor their Customers, beneficiaries, counterparties, or transactions involve any jurisdiction listed in Annex A (Prohibited Countries and Jurisdictions) or any activity listed in Annex B (Prohibited Sectors and Activities), each as amended by Sepay from time to time.
Fiat settlement is made to a bank account or payment account approved by Sepay and held in the name of the Client, unless Sepay has expressly approved another arrangement.
Third-Party Payouts
Sepay may support payout instructions to designated beneficiaries or to the Client’s own accounts, subject to onboarding, beneficiary screening, transaction monitoring, Third-Party Provider availability, and Applicable Law.
The Client is responsible for providing accurate beneficiary information and confirming that each payout is lawful, authorized, and supported by a legitimate commercial or personal purpose.
Sepay may delay, refuse, suspend, or cancel any payout where beneficiary information is incomplete, inaccurate, suspicious, sanctioned, unsupported, or otherwise inconsistent with Sepay’s compliance requirements.
Exchange Rates and Market Risk
Exchange rates may be sourced from Third-Party Providers, liquidity providers, market venues, or other sources selected by Sepay.
Unless expressly confirmed otherwise, exchange rates are indicative until execution. The final amount may differ due to market volatility, liquidity conditions, network fees, card fees, banking fees, foreign exchange spreads, timing, or Third-Party Provider charges.
The Client bears all exchange-rate, market, volatility, and timing risk associated with Virtual Currency and Fiat Currency transactions.
Settlement Timing & Delays
Sepay will use reasonable efforts to process transactions promptly, but does not guarantee any specific processing, conversion, confirmation, or settlement time.
Delays may occur due to compliance review, transaction monitoring, missing information, blockchain congestion, insufficient confirmations, Third-Party Provider delays, banking processes, card processing issues, liquidity limitations, sanctions checks, technical problems, or force majeure events.
Sepay is not liable for losses, price movements, lost opportunities, penalties, or indirect damages arising from delays outside Sepay’s reasonable control.
Finality, Reversals & Corrections.
Virtual Currency transactions may be irreversible once broadcast or confirmed on the relevant blockchain network.
Sepay may correct, reverse, offset, or adjust a transaction, fee, settlement, or payout where there has been an error, duplicate transaction, overpayment, underpayment, chargeback, refund, failed payment, rejected settlement, regulatory freeze, or Third-Party Provider correction.
The Client must promptly return or reimburse any amount received in error.
Fees & Charges
Sepay provides the Services on a fee basis agreed with the Client, displayed through the platform, set out in a fee schedule, or otherwise communicated in writing.
Fees may include transaction fees, conversion fees, payout fees, processing fees, service fees, network fees, card fees, banking fees, Third-Party Provider fees, and exchange-rate spreads or margins.
Unless otherwise agreed in writing, all applicable fees are included in the amount paid by the Client for the relevant Service. The amount quoted or displayed to the Client includes Sepay’s fees and charges associated with the transaction.
Third-Party Provider charges, blockchain network fees, correspondent bank fees, card processing fees, intermediary charges, and foreign exchange costs are included in the amount paid by the Client to the extent known and applicable at the time of the transaction. Where additional third-party charges arise outside Sepay’s control, the final amount received by the Client or beneficiary may be reduced accordingly.
Unless expressly stated otherwise, fees are exclusive of applicable taxes. The Client is responsible for all taxes, duties, reporting, and accounting treatment arising from its use of the Services.
Sepay may amend its fees from time to time. Continued use of the Services after the effective date of amended fees constitutes acceptance of the revised fees.
Client Obligations
The Client must use the Services only for lawful purposes and in accordance with these Terms, Applicable Law, Sepay’s policies, and any instructions or operational requirements notified by Sepay.
The Client must not use the Services for illegal, fraudulent, deceptive, sanctioned, abusive, speculative, or prohibited activity.
The Client must cooperate with Sepay’s compliance, risk management, onboarding, transaction monitoring, fraud prevention, sanctions screening, and reporting processes.
The Client is responsible for securing its own systems, accounts, devices, credentials, private keys, seed phrases, wallets, API keys, passwords, and authentication methods.
The Client must immediately notify Sepay of any suspected unauthorized access, compromised credentials, wallet compromise, fraudulent transaction, incorrect instruction, or security incident affecting the Services.
Merchants are responsible for their Customers, invoices, goods and services, refunds, disputes, chargebacks, consumer complaints, tax treatment, and compliance with laws applicable to their own business.
Merchants must provide Sepay with Customer, payer, beneficiary, invoice, transaction, or supporting information where requested for compliance, fraud prevention, dispute resolution, or operational purposes.
The Client agrees to indemnify and hold harmless Sepay, its directors, officers, employees, contractors, and service providers from losses, claims, costs, penalties, damages, and expenses arising from the Client’s breach of these Terms, unlawful activity, inaccurate information, incorrect instructions, misuse of the Services, or failure to comply with Applicable Law.
Sepay’s Rights & Limitations
Service Management
Sepay may update, improve, or change its Services at any time.
Sepay will make reasonable efforts to inform Merchants of any major updates that affect how the Services operate.
Right to Suspend or Terminate
Sepay may refuse onboarding, suspend access, restrict functionality, delay transactions, reject transactions, cancel transactions, terminate the Business Relationship, or block further use of the Services where Sepay considers it necessary for legal, regulatory, sanctions, AML/ATF, fraud, payment partner, technical, operational, reputational, or risk-management reasons.
Freezing or Blocking Transactions
Sepay may freeze, delay, reject, or block a transaction where required or permitted by Applicable Law, Third-Party Provider requirements, sanctions obligations, court order, competent authority request, linked to a Prohibited Jurisdiction, Prohibited Sector (as set out in Annexes A,B) or Sepay’s internal compliance controls.
Availability of Services
Sepay aims to maintain reliable Services but does not guarantee uninterrupted operation, uninterrupted blockchain access, payment rail availability, Third-Party Provider availability, or error-free functionality.
Limitation of Liability
The Services are provided on an “as is” and “as available” basis. Sepay does not warrant that the Services will meet every Client requirement or achieve any specific commercial, financial, tax, or investment result.
To the fullest extent permitted by law, Sepay is not liable for indirect, incidental, special, punitive, consequential, or loss-of-profit damages, including losses arising from market volatility, exchange-rate movement, transaction delay, blockchain congestion, payment partner failure, rejected transactions, or loss of business opportunity.
Nothing in these Terms excludes liability for fraud, wilful misconduct, gross negligence, or any liability that cannot be excluded under mandatory law.
Force-Majeure Events
Sepay is not responsible for delay or failure caused by events outside its reasonable control, including war, sanctions changes, regulatory action, cyberattacks, internet outages, blockchain network failures, banking disruptions, labour disputes, natural disasters, or Third-Party Provider failures.
Data Protection & Confidentiality
Our Commitment
Sepay collects, uses, discloses, stores, and protects personal information and business information in accordance with applicable privacy laws, including Canadian federal privacy law and applicable Quebec privacy requirements.
Sepay may collect identification information, contact information, date of birth, address, occupation, business information, ownership and control information, source of funds information, transaction information, wallet addresses, bank account details, technical data, IP addresses, device information, security logs, and other information necessary for the Services.
Sepay may use information to onboard Clients, verify identity, conduct KYC/KYB, screen sanctions and PEP/HIO status, process transactions, monitor activity, manage risk, prevent fraud, comply with law, maintain records, communicate with Clients, and operate or improve the Services.
Sepay may share information with Third-Party Providers, regulators, law enforcement, financial institutions, payment processors, liquidity providers, identity verification providers, blockchain analytics providers, cloud providers, professional advisers, affiliates, and other parties where necessary for the Services, compliance, legal obligations, risk management, or legitimate business purposes.
Information may be stored or processed in Canada or in other jurisdictions where Sepay or its Third-Party Providers operate. Where information is transferred across borders, it may be subject to the laws of the receiving jurisdiction.
Sepay retains records for as long as required under Applicable Law, regulatory requirements, internal compliance policies, limitation periods, or legitimate business needs.
Subject to legal limits, individuals may request access to or correction of their personal information. Certain rights may be restricted where Sepay is required to retain information for AML/ATF, sanctions, fraud prevention, legal, or regulatory purposes.
Each party must keep confidential all non-public information received from the other party, except where disclosure is required for the Services, legal compliance, regulatory purposes, professional advice, or enforcement of these Terms.
Governing Law & Jurisdiction
Applicable Law
These Terms and any related obligations are governed by the laws of the Province of Quebec and the federal laws of Canada applicable therein, unless mandatory law requires otherwise.
Place of Jurisdiction
Any dispute, claim, or proceeding arising out of or in connection with these Terms shall be submitted to the competent courts of the Province of Quebec, Canada, unless mandatory law requires another forum.
Sepay also reserves the right to bring proceedings against the Merchant before the competent court at the Merchant’s registered seat or principal place of business.
Language
These Terms are drafted and interpreted in English. If translated into another language, the English version shall prevail in the event of any inconsistency.
Miscellaneous
Amendments
Sepay may update or amend these Terms to reflect legal, regulatory, or operational changes.
Updated versions will be published on Sepay’s website and take effect 30 days after publication, unless a shorter period is required by law.
Notices
Notices from Sepay may be sent by email, platform notification, dashboard message, or other communication channel approved by Sepay. The Client is responsible for keeping contact details up to date.
Assignment
The Client may not assign or transfer its rights or obligations under these Terms without Sepay’s prior written consent.
Sepay may assign or transfer its rights or obligations to an affiliate, successor, purchaser, or reorganized entity, provided that such transfer does not materially reduce the Client’s rights under these Terms.
Severability
If any provision of these Terms is found invalid or unenforceable, the remaining provisions will continue in full force and effect.
The invalid clause will be replaced by a valid provision that most closely reflects its original purpose.
Entire Agreement
These Terms, together with the Privacy Notice, Risk Disclosure, and any applicable annexes, constitute the entire agreement between Bitlink and the Merchant regarding the Services and supersede any prior understandings or representations.
Effective Date
These Terms take effect on the date indicated at the beginning of the document and remain valid until replaced by an updated version.