Virtual Pay Capital Ltd.
Version 2.1 | Effective Date: July 2026
These Terms of Service, including the Platform and Application Terms below (collectively, the "Terms"), govern access to the Virtual Pay Capital Ltd. website, client dashboard, application intake workflow, application programming interfaces, related platform tools, and any services made available after approval. These Terms form a binding agreement between Virtual Pay Capital Ltd., an Alberta corporation and FINTRAC-registered Money Services Business ("Virtual Pay Capital", "VPC", "we", "our", or "us"), and the business, entity, sole proprietor, or authorized representative accessing the website, creating dashboard credentials, submitting an application, or using an approved service ("you", "your", "Applicant", "Client", or "User").
These Terms are made available for review before application signup and dashboard access. When you create dashboard credentials, submit an application, accept these Terms in an application or dashboard workflow, access the dashboard, use the website, or use any approved VPC service, you agree to these Terms and to VPC's Privacy Policy. If you accept on behalf of an organization, you represent that you have authority to bind that organization.
IMPORTANT: submitting an application or creating dashboard credentials does not entitle you to payment processing, merchant, settlement, foreign exchange, money transfer, virtual currency, OTC, or other regulated services. Services are available only if VPC approves your application in its sole discretion and the parties execute the applicable Master Services Agreement, Order Form, Fee Schedule, and any other required service documents (collectively, the "Services Agreement").
If you do not agree with these Terms or the Privacy Policy, do not create credentials, submit an application, access the dashboard, or use VPC's website or services.
VPC provides services for business and commercial purposes only. VPC does not offer services for personal, family, household, or consumer purposes. You represent that you are acting for business purposes and that any information you submit is provided on behalf of an eligible business, entity, or sole proprietorship.
If you submit an application, accept these Terms, or execute any Services Agreement for another person or entity, you represent and warrant that you are an authorized signing officer or representative duly authorized to do so, that your acceptance or execution binds that person or entity, and that VPC may verify your identity and authority, including against the applicant's beneficial-ownership, director, and officer records.
The dashboard and intake process allow VPC to collect and review information needed to assess whether an applicant may be eligible for VPC services. Submission of an application does not create a client relationship, require VPC to approve the application, or require VPC to provide any service.
No payment processing, merchant, settlement, foreign exchange, money transfer, virtual currency, OTC, digital asset, or other regulated service will be provided unless and until VPC approves the application and the parties execute the applicable Services Agreement. Any pricing, fee estimate, timing estimate, rail availability, limit discussion, or commercial discussion before execution of the Services Agreement is non-binding unless expressly stated in a signed written agreement.
VPC may decline an application, discontinue review, request additional information, restrict dashboard access, or terminate dashboard access at any time, with or without reasons. You acknowledge that applicable law, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and associated regulations ("PCMLTFA"), may prohibit VPC from disclosing reasons for a decision.
You represent that all information and documentation provided to VPC, including corporate information, beneficial ownership information, director and officer information, business activities, expected volumes, transaction purpose, source of funds, source of wealth, banking information, wallet information, identity documents, and supporting records, is true, accurate, current, and complete. You agree to identify each individual who is a beneficial owner of the applicant meeting the applicable ownership-disclosure threshold, together with that individual's ownership percentage, and to identify the applicant's directors and senior officers. You agree to promptly update VPC if any information changes while an application is under review or while you use any approved service.
You consent to VPC collecting, using, verifying, retaining, and disclosing information for identity verification, know-your-client and know-your-business review, anti-money-laundering and counter-terrorist-financing screening, sanctions screening, fraud prevention, credit and risk assessment, partner due diligence, service eligibility review, transaction monitoring, recordkeeping, reporting, legal compliance, and regulatory compliance. You acknowledge that each beneficial owner, director, senior officer, and authorized signing officer identified to VPC may be required to complete individual identity verification through VPC's identity-verification provider, and you confirm you are authorized to provide their information for that purpose.
You authorize VPC to disclose relevant information to its processing, banking, liquidity, compliance, technology, identity-verification, fraud-prevention, professional-advisor, and other service providers and partners, and to regulators, government authorities, law enforcement, courts, or other parties where VPC determines disclosure is required or permitted by law or necessary to assess, provide, monitor, or protect VPC services.
Personal information is handled in accordance with VPC's Privacy Policy. You acknowledge that VPC may be required under the PCMLTFA and other applicable laws to retain records relating to an application, account, transaction, or attempted transaction, including where an application is declined or withdrawn, and that those records may be retained notwithstanding any request for deletion.
Any dashboard credentials issued to or created by you are confidential. You are responsible for all activity under your credentials and must promptly notify VPC of any suspected unauthorized access, credential compromise, security incident, or inaccurate information.
You must not use the website, dashboard, application workflow, API, or related systems for any unlawful, deceptive, abusive, or unauthorized purpose. You must not misrepresent your identity, business, ownership, transaction purpose, source of funds, or authority; attempt to gain unauthorized access to any VPC system; probe, scan, or test system vulnerability; interfere with system integrity; introduce malicious code; scrape or misuse data; reverse engineer VPC systems except to the extent prohibited from restriction by law; or use VPC materials to build a competing service.
VPC may suspend, restrict, or terminate dashboard access at any time where VPC reasonably suspects a breach of these Terms, inaccurate information, unauthorized access, legal or regulatory risk, partner risk, system risk, fraud risk, or risk to VPC's regulatory standing.
If VPC approves your application, the specific services, fees, limits, supported rails, settlement timing, service levels, compliance obligations, and commercial terms will be governed by the Services Agreement. If these Terms conflict with a signed Services Agreement, the Services Agreement controls for the approved services covered by that agreement, unless the Services Agreement expressly states otherwise.
VPC is a FINTRAC-registered Money Services Business. VPC is not a bank, deposit-taking institution, securities dealer, investment adviser, fiduciary, or tax adviser. VPC does not provide legal, tax, accounting, investment, or financial advice. You are responsible for obtaining your own professional advice and for complying with all laws applicable to your business, customers, transactions, jurisdictions, taxes, sanctions obligations, anti-money-laundering obligations, and consumer or end-user obligations.
Some services, rails, verification tools, banking functions, liquidity functions, compliance tools, software, hosting, analytics, or other functions may be provided by third-party providers or partners. Access to those services may be subject to additional terms, privacy notices, due diligence, eligibility criteria, limits, fees, or approval requirements.
VPC may transmit information and instructions to third-party providers or partners as necessary to assess an application, support an approved service, monitor activity, comply with law, or protect VPC, its partners, and its clients. VPC is not responsible for third-party services except to the extent expressly stated in a signed Services Agreement.
You must comply with all applicable laws, rules, sanctions, export controls, tax obligations, anti-money-laundering obligations, counter-terrorist-financing obligations, anti-bribery obligations, consumer-protection obligations, privacy obligations, and network or partner rules that apply to your business and activity.
You must not apply for or use VPC services in connection with illegal activity, sanctions evasion, fraud, money laundering, terrorist financing, human trafficking, exploitation, unlicensed regulated activity, deceptive practices, market manipulation, unauthorized gambling, prohibited goods or services, or any activity VPC or its partners deem unacceptable. VPC may reject, suspend, or terminate access if it determines that an application, account, transaction, wallet, counterparty, jurisdiction, business model, or activity presents unacceptable legal, regulatory, financial, reputational, or partner risk.
Each party will keep confidential non-public information disclosed by the other party in connection with an application, dashboard access, commercial discussion, or approved service, including proposed fees, service terms, operational information, technical information, and compliance information. Confidential information may be used only to evaluate, progress, provide, monitor, or enforce the relevant application or service, except where disclosure is required by law, made to professional advisers under a duty of confidence, made to service providers or partners as permitted by these Terms or a Services Agreement, or authorized by the disclosing party.
VPC and its licensors retain all rights, title, and interest in the website, dashboard, platform, APIs, software, documentation, workflows, user interfaces, content, data structures, trademarks, logos, service marks, know-how, and other intellectual property made available by or on behalf of VPC (collectively, "VPC IP"). Subject to these Terms and any applicable Services Agreement, VPC grants you a limited, revocable, non-exclusive, non-transferable right to access and use VPC IP solely for your internal business evaluation or approved service use.
You may not copy, modify, distribute, sell, sublicense, reverse engineer, decompile, create derivative works from, or otherwise exploit VPC IP except as expressly permitted in writing by VPC or by mandatory law.
You consent to receive agreements, disclosures, notices, requests, records, and other communications electronically, including through the website, dashboard, email, or other electronic methods. You agree that electronic acceptance, electronic signatures, checkbox acceptance, audit logs, and dashboard records may be used to evidence your acceptance, instructions, submissions, and communications.
You must keep your contact information current. VPC's attempt to deliver a notice to the contact information you provided will be deemed effective unless prohibited by law.
The website, dashboard, application workflow, and pre-approval materials are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, VPC disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, uninterrupted operation, and error-free operation.
VPC does not guarantee that any application will be approved, that any service will be available, that any transaction can be completed, that any particular rail, provider, wallet, bank, currency, jurisdiction, limit, or timing will be supported, or that any third-party provider will approve or continue supporting you.
To the maximum extent permitted by applicable law, VPC's total liability arising out of or relating to website use, dashboard access, application intake, pre-approval review, or these Terms before execution of a Services Agreement will not exceed CAD $100. To the maximum extent permitted by applicable law, VPC will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or aggravated damages, or for loss of profits, revenue, business, goodwill, data, use, opportunity, anticipated savings, or business interruption, whether based in contract, tort, negligence, statute, strict liability, or any other theory, even if advised of the possibility of such damages.
For approved services, liability limitations in the applicable Services Agreement will apply. Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law.
You agree to defend, indemnify, and hold harmless VPC and its directors, officers, employees, contractors, service providers, and agents from and against any claim, loss, liability, damage, penalty, fine, cost, and expense, including reasonable legal fees, arising out of or relating to your breach of these Terms, inaccurate or incomplete information, unauthorized use of credentials, violation of law, misuse of VPC systems, business activity, customer activity, transaction activity, tax or regulatory obligation, or negligent, reckless, fraudulent, or willful act or omission.
These Terms take effect when you first access the website, create credentials, check an acceptance box, submit an application, or use any VPC system or service, and continue until terminated. VPC may suspend, restrict, or terminate access as described in these Terms. You may stop using the website or dashboard, withdraw an application, or request account closure by contacting VPC, subject to legal, regulatory, recordkeeping, and Services Agreement obligations.
Sections relating to applicant information, verification consent, record retention, confidentiality, intellectual property, compliance, disclaimers, limitation of liability, indemnity, dispute resolution, governing law, interpretation, and any accrued payment or legal obligations survive termination, withdrawal, decline, or expiration.
These Terms and any dispute arising out of or relating to them are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles.
The parties will first attempt to resolve disputes through good-faith discussion. If a dispute is not resolved, the parties will attempt mediation administered by the ADR Institute of Canada in Calgary, Alberta, or another mutually agreed location. If mediation is unsuccessful within 60 days, the dispute will proceed to binding individual arbitration administered by the ADR Institute of Canada under its applicable rules, unless the parties agree otherwise in writing or the claim qualifies for small claims court. The seat of arbitration will be Calgary, Alberta. Non-arbitrable disputes will be resolved exclusively in the courts of Alberta.
To the extent permitted by law, claims must be brought on an individual basis and not as a class, consolidated, collective, or representative proceeding.
VPC may update these Terms from time to time by posting an updated version on this website or by providing notice through the dashboard or other electronic means. The updated Terms are effective as of the effective date stated on the page or notice. Your continued access to the website, dashboard, application workflow, or services after the effective date constitutes acceptance of the updated Terms.
If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect. Headings are for convenience only. No waiver is effective unless in writing. VPC may assign, transfer, subcontract, or delegate its rights or obligations in connection with a corporate transaction, service provider arrangement, partner arrangement, regulatory requirement, or business transfer. You may not assign or transfer your rights or obligations without VPC's prior written consent.
These Terms, the Privacy Policy, any accepted dashboard terms, and any signed Services Agreement constitute the applicable agreement between you and VPC for their respective subject matter. For approved services, the Services Agreement controls over these Terms to the extent of a conflict.
Questions about these Terms may be directed to Virtual Pay Capital Ltd., 200-1001 1 Street SE, Calgary, Alberta T2G 5G3, Canada, or by email at info@virtualpaycapital.com.
Application and dashboard workflows may require separate affirmative acceptance of these Terms and the Privacy Policy before credentials are created, an application is submitted, or services are made available.