PAYOR’S PAD AGREEMENT

Business Pre-Authorized Debit Plan Terms & Conditions

1. In this Agreement “we”, “us” and “our” refers to the Payor indicated on the Platform. Words not defined herein have the meanings provided in the Propdocs Terms & Conditions.
2. We agree to participate in this Business Pre-Authorized Debit Plan and we authorize the Payee indicated on the Platform and any successor or assign of the Payee to draw a debit in paper, electronic or other form for the purpose of making payment for goods or services related to our commercial activities (a “Business PAD”) on our bank account indicated on the Platform (the “Bank Account”) at the financial institution indicated on the Platform (the “Financial Institution”) at the times and in the amounts specified on the Platform (as per our instructions) and we authorize the Financial Institution to honour and pay such debits.

   This Agreement and our authorization are provided for the benefit of the Payee and our Financial Institution and are provided in consideration of our Financial Institution agreeing to process debits against our Bank Account in accordance with the Rules of the Canadian Payments Association.

   We agree that any direction we may provide to draw a Business PAD, and any Business PAD drawn in accordance with this Agreement, shall be binding on us as if signed by us, and, in the case of paper debits, as if they were cheques signed by us.

3. We may revoke or cancel this Agreement at any time upon notice being provided by us either in writing or orally. We acknowledge that in order to revoke or cancel the authorization provided in this Agreement, we must provide notice of revocation or cancellation to the Payee.

   This Agreement applies only to the method of payment and we agree that revocation or cancellation of this Agreement does not terminate or otherwise have any bearing on any contract that exists between us and the Payee.

   The Payee shall use best efforts to cancel the pre-authorized debt (“PAD”) in the next business, billing or processing cycle but shall within not more than 30 days from the notice cease to issue any new PADs.

   We understand that we may obtain a sample cancellation form, or further information on our right to cancel a PAD Agreement, at our financial institution or at www.payments.ca.

4. We agree that our  Financial Institution is not required to verify that any Business PAD has been drawn in accordance with this Agreement, including the amount, frequency and fulfillment of any purpose of any Business PAD.
5. We agree that delivery of this Agreement to the Payee constitutes delivery by us to our Financial Institution. We agree that the Payee may deliver this Agreement to the Payee’s financial institution and agree to the disclosure of any information which may be contained in this Agreement to such financial institution.
6. We agree to waive our right under the Canadian Payment Association’s Pre-Authorized Debits Rule H1 (“Rule H1”) to receive Pre-notification of the amount of the PAD and agree that we do not require advanced notice of the amount of the PAD before the debit is processed.
7. We agree to reduce the Confirmation period under Rule H1 to three (3) calendar days pending verification of our identity using a Commercial Reasonable method described in the Rule H1.
8. We agree that with respect to Business PADs, where the payment frequency is sporadic, a password or secret code or other signature equivalent will be issued and shall constitute a valid authorization for the Payee or its agent to debit our account.
9. We acknowledge that contact information for the Payee is available on the Platform.
10. We may dispute a Business PAD by providing a signed declaration to our Financial Institution under the following conditions:

    (a) the Business PAD was not drawn in accordance with this Agreement;

    (b) this Agreement was revoked or cancelled;

    (c) any Pre-notification required and not waived by section 6 was not received by us.

    We acknowledge that, in order to obtain reimbursement from our Financial Institution for the amount of a disputed Business PAD, we must sign a declaration to the effect that either (a), (b) or (c) above took place and present it to our Financial Institution up to and including but not later than ten (10) business days after the date on which the disputed Business PAD was posted to our Bank Account.

    We acknowledge that, after this ten (10) business day period, we shall resolve any dispute regarding a Business PAD solely with the Payee, and that our Financial Institution shall have no liability to us respecting any such Business PAD.

11. We certify that all information provided with respect to the Bank Account is accurate and we agree to inform the Payee, in writing, of any change in the Bank Account information provided in this Agreement at least ten (10) business days prior to the next due date of a Paper and/or Electronic Business PAD. In the event of any such change, this Agreement shall continue in respect of any new account to be used for Business PADs.
12. We have certain recourse/reimbursement rights if any debit does not comply with this agreement. For example, we have the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD agreement. To obtain more information on our recourse/reimbursement rights, we may contact our financial institution or visit the CPA website at payments.ca.
13. We warrant and guarantee that all persons whose signatures are required to sign on the Bank Account have agreed to be bound by this Agreement. In addition we warrant and guarantee, where applicable, that we have the authority to electronically agree to commit to this Agreement.
14. We agree that a payment service provider will administer the PAD. VoPay International Inc will be administering the PAD.
15. We understand and agree to the foregoing terms and conditions.
16. We agree to comply with the Rules of the Canadian Payments Association, or any other rules or regulations which may affect the services described herein, as may be introduced in the future or are currently in effect and we agree to execute any further documentation which may be prescribed from time to time by the Canadian Payments Association in respect of the services described herein.
17. Applicable to the Province of Quebec only: It is the express wish of the parties that this Agreement and any related documents be drawn up and executed in English. Les parties conviennent que la présente convention et tous les documents s’y rattachant soient rédigés et signés en anglaise.