Terms of Service

It is important you also read and understand our  Privacy Policy  and Cookies Policy, which are an integral part of these Term of Service.

These Terms of Service or otherwise Agreement ( referred to as the “Agreement”) is made by and between VERNA PAYMENTS LIMITED, a legal entity established and incorporated in Canada, and having its registered address located at   422 Richards Str, Suite 170, Vancouver, BC  V6B 2Z4, Canada

(referred to as the “Company”, “we” “our” or the “website – www.vernapayments.com”) and you (“You”, “Your” “Client” “user”) utilizing our services. For the purposes of this Agreement, both the Company and the Client shall collectively be referred to as the parties.  

1. TERMS OF USE

We are glad to welcome you on our Website. If you continue to browse and use this Website, you are agreeing to obey by and be bound by this Agreement that govern your use of this Website and Company’s Services. Using this Website, you accept these terms on a full and unqualified basis. If you disagree with these terms or any part of them, you are advised to cease using this Website and the Services the company offers.

 PLEASE MAKE SURE YOU HAVE READ THESE TERMS AND CONDITIONS CAREFULLY AND UNDERSTOOD EVERYTHING. SHOULD YOU FAIL TO UNDERSTAND ANY OR ALL PROVISIONS DESCRIBED HEREIN, PLEASE CONTACT US. WE MAY UPDATE THESE TERMS AND CONDITIONS AT ANY TIME WITHOUT NOTICE. YOU SHOULD VISIT THIS PAGE PERIODICALLY TO REVIEW THE CURRENT VERSION WHICH IS INDICATED BELOW.

2. DEFINITIONS

• Application: an online request submitted by the legal entity to the Company through the Website or using contacts allocated on the Website.
• Balance or Account Balance: the amount of Electronic Money available to the Client in the Account.
• Corporate Account or Account: an electronic Corporate Account opened by the legal entity within the Company’s software, showing payment activity and available Balance of Electronic Money, accessible by the Client after the Company’s approval of the Application, where the Client may request for the Company’s Services.
• Commission: the fee the Company withholds for the Services provision.
• Services: The Company shall provide foreign exchange dealing, money transferring, and payment services including: opening a Corporate Account; – processing bank card payments; – conducting transactions, – transferring funds from one entity to another entity or an individual using an Electronic Money transfer network or any other methods; – creating payment links; and – other Company services as could be supplemented or modified periodically.
• Electronic Money: fiat currencies which are displayed in the Corporate Account.
• Exchange Rate: the value of one currency in the terms of another currency, shown in the Account at the moment of making an Exchange Operation.
• Exchange Operation: the Company Service allowing the Client to swap one currency for another.
• KYC Procedure: stands for “Know Your Client” and means a process carried out by the Company to obtain information about the Client identity thereby ensuring compliance with the applicable legislation.
• Transaction History: the list of transactions you have authorized using the Account.

3. ONBOARDING PROCEDURE

• To commence the onboarding procedure the Client submits an Application via the Website. Since the Application is received by the Company, it considers the Application, registers it and contacts with the Client via contact details designated in the Application. The Company submits to the Client the list of documents and data s/he shall provide to conduct KYC Procedure for the Corporate Account opening.
• When conducting KYC Procedure, Company has the right to demand the Client to provide original documents and/or their copies and/or copies with English translation (or any other language acceptable to the Company), apostilled or approved by a notary.
• The list of documents and information designated in clause 2 is not complete and comprehensive. The Company has the right to request from the Client additional information and/or documents related to the Client or legal entity business operations. The Company may request the Client to fill in and periodically (at least once a year) update the Client questionnaire.
• The Company has the right to demand the submitted copies of the documents to be approved by a notary and/or translated into English or any other language acceptable to the Company. All documents and information are prepared and provided at the expense of the Client. If the Client does not provide additional information and/or documents within a reasonable term specified by Company via email, Company has the right to suspend the provision of all or a part of the Services provided to the Client.
• Since the Client KYC Procedure is complete, the Company provides the Client with access to the Corporate Account and other Company Services, specified in these terms, as requested by the client.
• Please note that the Company reserves the right not to approve opening in the following cases:

1. If the Client refused to provide the documents necessary to conduct KYC Procedure;
2. If the Client provides counterfeit corporate documents or director/beneficiary documents;

• If the Client provides an inactive website without precise description of its’ services;

1. If the Client is or have already been subject to the prosecution due to AML/CTF laws violation;
2. if after conducting KYC Procedure, it was clear that the Client made suspicious transactions via other accounts or dealt with illegally obtained funds;
3. If there are reasonable grounds to allege that the Client will make Transactions with unlawfully obtained funds using Company Services;

• Due to any other reason at the Company’s sole discretion.

4. FEES AND CHARGES

• The Company provides the Services on a fee basis. This means that for the Services, the Company delivers to the Client, it retains Commission.
• The Commission amount is specified at the moment of making a Transaction or Exchange Operation. When making a Transaction or Exchange Operation the Client agrees to the Commission amount withheld by the Company.
• The Commission for the Services is withheld from the Account Balance separately from the amount of funds you are willing to transfer or exchange.
• The Commission is withheld in the currency of Transaction or in the Currency that is subjected to Exchange Operation.
• The Company may charge the Client with additional expenses including but not limited to miner commission, network commission, etc., from time to time as could be applicable.
• If the Company miscalculates the Commission amount, the difference between wrongly withheld Commission and correct Commission will be adjusted from the funds available to the Client. Provided that the Account Balance is insufficient to withhold the outstanding amounts the Company will issue an invoice that the Client shall pay within 15 calendar days since the invoice was submitted. If the Company withholds Commission or fees for Exchange Operation in the amount more than it should have, then the Company will restore wrongly withheld amount of funds back to the Account Balance.

5. TERMINATION

• These Terms and Conditions concluded may be terminated:

1. by either Party unilaterally;
2. upon mutual agreement;

• due to substantial breach of these Terms and Conditions by either Party;

1. under court’s decision.

• Termination of the Terms and Conditions means closure of the Account.
• After the termination, the amount of funds stored on the Account reduced by due Commission and other fees and expenses, will be transferred to the Client’s bank account that was used for a top up of the Account.
• The Company transfers the Client’s funds stored on the Account following 60 days after the termination. The term of transfer may be prolonged for 60 days more at the Company’s sole discretion.

6. SUSPENSION OF THE ACCOUNT

• The Company reserves the right to temporarily, up to 180 (one hundred eighty) calendar days, or permanently suspend the Account without prior notice if one of the prohibited or suspicious activities are carried out by the Client or if the Client uses the Account in a manner contradicting Terms and Conditions.
• The Company will notify the financial regulator – FINTRAC – with regard to any prohibited or suspicious activity and could hold the Client’s funds until the regulator provides it with the instruction for further actions or up to 180 (one hundred eighty) calendar days whichever is longer.

7. BANNED ACTIVITIES

• The Website and Services can only be used for lawful purposes.
• Do not use the Website and any other Products in such a way that violates Canadian, another country, or international laws or regulations.
• Do not use the Website and Services to exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• Do not use the Website and the Services to send or receive or otherwise handle materials which do not comply with these Terms and Conditions.
• Do not use the Website and the Services to republish, redistribute or retransmit any data from any of our communications and analytics our permission.
• Do not use automated means to access the website for any reason.
• Do not create any financial product or service based on Services.
• Do not attempt to interfere with the proper working of the Website.
• Do not use the Services or Website in any way not expressly permitted by these Terms and Conditions of the Website and the Services must be carried out lawfully and not in such a way that could damage our reputation or those of our affiliates or partners.

8. CLIENT LIABILITIES

• The Client is responsible for all activities that occur in the Account, regardless of whether the activities are authorized by the Client or performed solely by his employees, affiliates, agents or any other third parties.
• Security and Backup. The Client is responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect and backup the Account in a manner that will provide appropriate security and protection.
• Log-In Credentials. To the extent the Company provides the Client with the log-in credentials and API authentication generated by the Services, such log-in credentials and API authentication are for the Client’s internal use only.
• The Client shall not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your employees, agents and subcontractors performing work on your behalf. The Client bears sole responsibility for any operations made under its’ Account.
• It is Client’s responsibility in case the Account functioning interruption or unauthorized Transaction took place due to providing log-in credentials to any third party.
• The Client shall inform the Company about any unauthorized log-in to the Account within 48 hours since it was noticed.

9. COMPANY LIABILITIES

• The Company is liable for the Electronic Money received from the Client.
• If an unauthorized Transaction has occurred by the Company’s fault, the Company shall restore the Account Balance in the amount of such unauthorized Transaction.
• The Company is obliged to make efforts sufficient to ensure smooth 24/7 functioning of the Account and other Services on the Website. However, taking into account the fact that the Website includes complex software, technical failures and malfunctions may occur from time to time.
• The Company is not able to predict, anticipate and, as a result, bear responsibility for such interruptions. The Company Support Service shall provide the Client with the requested information via email.

10. LIMITATION OF LIABILITY

• The Company bears responsibility for severe non-fulfillment of its obligation resulted in direct damages in the total amount of the Commissions the Client has paid during 3 (three) calendar months before a breach of the Agreement took place.
• We do not guarantee the accuracy of the content published on the Website.
• We exclude legal responsibility for the following: –

1. Any loss to Client arising from the use of the Website;
2. Any delays in making Transactions or Exchange Operations;

• Loss of income, profit, revenue, business data, contracts, goodwill, or savings as well as business interruption that occurred due to technical reasons;

1. For special, consequential, incidental, indirect, tort or cover damages.

• The Company is not liable for Client’s log-in credentials and the consequences of their transferring to any third party or any theft of the log-in credentials of the Client which resulted in unauthorized Transactions.  

11. COMPANY’S WARRANTIES AND REPRESENTATIONS

• The Company provides the Client with Services on an “AS IS” basis.
• The Company will undertake all reasonable measures to maintain its Services. However, the Company disclaims all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness for a particular purpose. The Client acknowledges that the services provided by the Company hereunder may not be uninterrupted or error-free. We do not offer any warranty as to the accuracy, content, completeness, legality, reliability, operability, or availability of information or material made available to and/or by Clients. Nor do we offer any warranty as to the correct communication, presentation, or display of the information made available to Client. We exclude, in so far as it is allowed by law to do so, any warranty whatsoever related to the Services and in particular, we do not offer any warranty as to fitness for a particular purpose and non-infringement of proprietary rights, including intellectual property rights. Nor do we provide any warranties as to the integrity and correctness of the information present on our Website, and as to the Services advertised on our Website or advertised and/or made available through Websites linked thereto. We further disclaim any responsibility for any damages whatsoever which may be incurred by any Client when making use of the Website.

12. CLIENT’S WARRANTIES AND REPRESENTATIONS

• The Client undertakes all reasonable measures and warrants that he will not use during these terms any of the Company’s Services:

1. in any manner, or in furtherance of any activity, which constitutes a violation of any law or regulation or which may cause the Company to be subject to investigation, prosecution or legal action;
2. to market or resell the Account;

• By accessing or using the Account the Client also warrants and represents that s/he will:

1. be transacting with legally-obtained funds that belong to the Client;
2. obey by the AML/CTF laws;

• only be furthering, performing, undertaking, or engaging in lawful activity throughout the relationship with the Company or through use of the Services;

1. provide valid and original documents to conduct KYC Procedure;
2. Provide the Company with any other additional information requested from time to time.
3. inform the Company about the circumstances that may influence the Account or its functionality;

• not undertake any actions that directly or indirectly may lead to the Website or software breakdowns.

13. INDEMNIFICATION

• Client shall indemnify the Company and its parents, subsidiaries, affiliated companies, officers, and employees and hold them harmless from any damages, losses, claims and expenses, including legal fees arising from your use of the Services.
• Client guarantees that s/he is not involved in any illegal activity and that the funds involved in Transactions have a lawful nature.
• In case the Company is subject to any penalties imposed by the International Payment Systems, by the financial regulators or other governmental bodies and authorities, the Client is obliged to indemnify the amount of the penalty the Company paid if the penalty was imposed due to the Client suspicious or illegal activity undertaken using the Company Services.
• Client shall release the Company and its parents, subsidiaries, affiliated companies, officers, and employees from any claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever.

14. INTELLECTUAL PROPERTY

• The Client hereby acknowledges and agrees that nothing in these Terms, or any of the documents or transactions referenced herein, shall be deemed to transfer, assign, grant, or license any right, title, or interest of any kind in, and that the Client shall at no time have or acquire any right or claim to, any intellectual property generated, created, produced, purchased, owned by or licensed to the Company, including, without limitation, any rights in the Company’s Website, trademark or any other service mark, trade dress, photograph, video graphic work, audio ideographic work, text, program or other intellectual property appearing in, on, at or in association with the Company or any Website or advertisement thereof.
• Upon termination for any reason, all right, title, and interest in and to the Company’s intellectual property shall remain with the Company, the Client shall have no right to the use thereof, and the Client shall immediately cease the use of all such intellectual property in any manner whatsoever.
• The Client must not:

1. Re-publish material from this Website, including republication on another website;
2. Sell, rent, or sub-license material from the Website; – Show any material from the Website in public;

• Reproduce, duplicate, copy or otherwise exploit material on this Website for a commercial purpose;

1. Edit or otherwise modify any material on the Website;
2. Redistribute material from this Website

15. SEVERABILITY

• If a provision of these terms is determined by any court or other competent authority to be unlawful and/ or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

16. FORCE MAJEURE

• Neither Party shall be responsible for any inaccuracy, error, delay, or omission in transmission or delivery of information as well as for any losses or damages resulting from force majeure circumstances.

17. ENTIRE AGREEMENT

• No provision of these Terms excludes or prejudices the rights of the Company, any legal rights missing in this Terms shall never be regarded as a waiver of such right.
• If any provision of these terms shall at any time be deemed invalid or void, such invalidity shall have no effect upon the validity of any other provision, the rest of the terms shall be valid and effective with the exclusion of invalid or void clause.

18. NOTIFICATIONS, COMMENTS, AND SUGGESTIONS

• The Company strives to provide you with the optimal service. The Company notifies you by sending an email or by making notifications via the Website and (or) Corporate Account. If you have a comment or suggestion concerning Services, you can contact us at [email protected]
• Please provide us with your contact details and a clear description and reason for your request. Please note that your feedback may be used to improve and/or modify our Website and Services without any limitation.

19. AMENDMENTS

• We reserve the right to change, alter or modify from time to time these Terms and Conditions without prior notice. We shall have the right at any time and form to modify or discontinue, temporarily or permanently, the Services provided by us, in whole or in part, with or without notice. We shall not be liable to any Client for any modifications, suspension, or discontinuance of the Services.
• If the Client proceeds using the Services for 10 days after the modifications were made, the modifications shall be deemed approved and agreed.

20. DISPUTE RESOLUTION AND GOVERNING LAW

• All disagreements, issues, or disputes arising from or related to the use of the Services and/or to the application, interpretation, or construction of these Terms and Conditions shall be resolved amicably by mutual discussion.
• If theparties hereto are unable to resolve the matter following good faith negotiations in accordance with section 18.1 above , any dispute, controversy or claim arising out of or relating to this contract including any question regarding its existence, interpretation, validity, breach or termination or the business relationship created by it shall be referred to and finally resolved by arbitration under the Canadian Arbitration Association Arbitration Rules.
• The parties agree the following about arbitration:

1. The place of the arbitration shall be Canada.
2. The governing law shall be the law of Canada.

• The language of the arbitration shall be English.
• Should the Client have any complaint to the Company, he shall describe them in detail and submit to the Company in a written form.