Last updated: July 13, 2026

This Master Services Agreement (the “MSA”) is between PaymentEvolution Corporation (“PaymentEvolution,” “we,” “us” or “our”), 2600 Skymark Ave, Building 1, Unit 200, Mississauga, Ontario, Canada L4W 5B2, and the business or person identified during registration or in an Order Form (“Client,” “you” or “your”).

By clicking to accept, signing an Order Form, creating an Account or using a Service, you agree to this MSA and each document that applies under section 1. If you act for an organization, you confirm that you can bind it. If you do not agree, do not use the Services.

1. The agreement and how its documents work together

1.1 Agreement documents

The agreement between you and PaymentEvolution consists of this MSA, the applicable Service Schedules at the end of it, each accepted Order Form, the Canadian Data Processing Agreement (“DPA”) and any Beta Program Agreement, Reseller Schedule or API Partner & Reseller Agreement that applies to your use (together, the “Agreement”).

1.2 Order of precedence

Applicable law always prevails. The remaining documents are read together and apply only to their subject matter:

1. the DPA governs PaymentEvolution’s processing of Personal Information on your behalf;

2. the Beta Program Agreement governs Pre-Release Materials;

3. the Reseller Schedule governs reseller and professional-advisor activity;

4. the API Partner & Reseller Agreement governs commercial API, embedded and white-label activity;

5. the applicable Service Schedule governs the specific Service described in it;

6. this MSA governs general matters; and

7. Documentation and policies govern operating details that do not change the parties’ material rights.

An Order Form controls the Services, quantities, prices, subscription term and other commercial details stated in it. An Order Form changes another provision only if it names the provision and clearly says that it overrides it. No Order Form or other agreement can waive a statutory duty, reduce the principal amount of Client Funds, or change the status of funds under section 5 merely by using a different label.

1.3 Changes

We may update online terms to reflect changes in law, security, technology or the Services. We will give at least 30 days’ notice of a change that materially reduces your rights or increases your obligations, unless a shorter period is reasonably required by law, a regulator, a payment network or an urgent security need. The change applies on the stated effective date. If you do not agree to a material change, you may stop the affected Service and terminate it before that date without an early-termination charge, but you must still pay amounts already due and complete or cancel pending Transactions as permitted by law. Changes to PAD authority require the notice and consent required by the PAD Agreement and applicable payment rules.

2. Key definitions

In the Agreement:

“Account” means an account through which a Client or Authorized User accesses the Services.

“Affiliate” means an entity that controls, is controlled by or is under common control with a party, where control means direct or indirect ownership of more than 50% of the voting interests or the power to direct management.

“Applicable Law” means each law, regulation, court order and binding regulatory or payment-network rule that applies to a party or a Service, including Canadian employment, tax, privacy, sanctions, anti-money-laundering and retail-payment requirements.

“Authorized User” means a person whom you authorize to use your Account, including an employee, contractor or professional advisor.

“Automated Agent” means a bot, script, robotic process, AI system, model-context-protocol client or other automated tool that accesses or acts through the Services.

“Business Day” means a day other than Saturday, Sunday or a day on which Canadian banks are generally closed in Ontario. For a deadline in section 5 concerning safeguarding, it means a business day of the Bank of Canada. A Service Schedule or payment rule may use a different processing calendar.

“Client Data” means data, records, content and instructions submitted to or generated for you through the Services, including payroll, HR, payee, tax, benefits and banking information. Client Data does not include PaymentEvolution technology, system telemetry that does not identify you, or De-Identified Data.

“Client Funds” means funds that PaymentEvolution receives from or for a Client or End User in connection with a Transaction. Client Funds do not include unpaid or revocable funding entries, Fees, PaymentEvolution’s own funds, or separately documented collateral beneficially owned by PaymentEvolution.

“Documentation” means the then-current user guides, integration instructions and operating requirements we make available for a Service.

“End Client” means a third-party business that receives Services through a Reseller or Partner.

“End User” has the meaning in the Retail Payment Activities Act and includes a payer or payee using a payment Service.

“Fees” means the charges for Services, excluding Client Funds.

“Held Funds” means Client Funds that PaymentEvolution holds for an End User and that do not meet every condition for In-Transit Funds in section 5.4. Held Funds include future-dated, prefunded, cancellable, returned and at-rest funds.

“In-Transit Funds” means Client Funds that meet every condition in section 5.4 from the time those conditions are met until the transfer or withdrawal is complete.

“Order Form” means an online or signed order that identifies Services, Fees or other commercial details.

“Partner” means a business that has accepted the API Partner & Reseller Agreement.

“Payment Instruction” means an instruction from an authorized End User to initiate, transmit, facilitate or complete an electronic funds transfer.

“Pending Funding” means an attempted or expected debit, cheque, transfer or other funding item that PaymentEvolution has not finally received as available funds. Pending Funding is not Client Funds. An entry shown in the Services does not mean that funding has been finally received.

“Personal Information” means information about an identifiable individual and equivalent terms under Applicable Law.

“Pre-Release Materials” means a feature, API, module or service identified as beta, pilot, experimental, preview or evaluation.

“Reseller” means a business that has accepted the Reseller Schedule.

“Safeguarding Account” means an account maintained with an eligible financial institution, used only for safeguarded end-user funds and structured in accordance with section 20 of the Retail Payment Activities Act.

“Security Incident” means unauthorized access to, collection, use, disclosure, alteration, loss or destruction of Personal Information or Client Data, or a material compromise of the confidentiality, integrity or availability of the Services. Unsuccessful attempts that do not compromise data or the Services are not Security Incidents.

“Services” means the PaymentEvolution software and related payroll, payment, benefits, HR, API and support services identified in an Order Form or made available through an Account.

“Transaction” means a payroll deposit, remittance, vendor payment, withdrawal, transfer or other electronic funds transfer processed through a Service.

3. Access to and use of the Services

3.1 Services and license

During the subscription term and subject to the Agreement, we will make the purchased Services available to you. We grant you a limited, non-exclusive, non-transferable right to use them for your internal business purposes. Resale, service-bureau, embedded or white-label use requires the applicable Reseller Schedule or API Partner & Reseller Agreement.

3.2 Eligibility and verification

You must provide accurate, current and complete information and promptly update it. We may verify identity, beneficial ownership, authority, bank information, creditworthiness, source of funds, business activity and sanctions or fraud risk. You authorize reasonable checks and information exchanges with financial institutions, service providers, credit bureaus, government authorities and verification providers as described in our Privacy Policy. We may refuse, limit or delay onboarding or a Transaction when information is incomplete, risk is unacceptable, or Applicable Law requires it. We will not use this discretion to avoid a safeguarding or return obligation for Client Funds already received.

3.3 Authorized Users

You control Authorized User roles and must remove access promptly when it is no longer needed. You are responsible for activity under your Account unless it results from our breach of the Agreement or a failure of our own security controls. A Reseller’s authority is also governed by the Reseller Schedule. If instructions from you and your Reseller conflict, your verified instruction prevails, subject to law and an already irrevocable Transaction.

3.4 Account security

You must use unique credentials, multi-factor authentication where offered, least-privilege access and reasonable endpoint security. Do not share individual credentials or bypass security controls. Tell us immediately at the support channel shown in the Services if credentials, bank details or an instruction may have been compromised. We may suspend affected access while we investigate.

3.5 Acceptable use

You must not:

• use a Service unlawfully, fraudulently or to harm another person;

• access data or systems you are not authorized to access;

• introduce malware or disrupt, probe or overload the Services;

• bypass access, rate, fee or security controls;

• reverse engineer or copy the Services except where law does not permit that restriction;

• scrape or automate the user interface when a supported API is required;

• use PaymentEvolution technology, Documentation or outputs to build a competing product or train a general-purpose model, except with our written permission; or

• make a Payment Instruction without authority from the relevant payer.

3.6 Automated Agents and AI

An Automated Agent may use the Services only through a method we support. You are responsible for its permissions, prompts, configuration, testing, monitoring and actions. Instructions submitted with your credentials are treated as yours unless we caused the unauthorized use. Use human review before submitting payroll, tax, benefits or payment instructions. AI output may be incomplete or wrong and is not legal, tax, payroll, accounting, insurance or employment advice.

We may use automation and machine learning to operate, secure, support and improve the Services. When we process Personal Information for those purposes, the Privacy Policy and DPA apply. We do not use Client Data to train a general-purpose generative model unless you give express written permission.

3.7 Service changes and availability

We may maintain, update or change the Services. We will not materially reduce a paid Service’s core functionality during a committed subscription term without reasonable notice, unless required for law, security or third-party infrastructure. Support targets and service levels apply only if stated in an Order Form. Internet, bank, payment-network, government and third-party outages can affect timing.

4. Fees, taxes and billing

4.1 Fees

You will pay the Fees in the Order Form or current published fee schedule. Fees are separate from Client Funds. Unless an Order Form says otherwise, Fees are billed monthly, are due when invoiced or debited, and are non-refundable after the applicable Service is provided. You will pay applicable sales and similar taxes other than taxes on our net income. An amount not paid when due may bear interest at 1.5% per month (18% per year) or the highest rate Applicable Law permits, whichever is less, from the due date until paid. We will never collect Fees, interest or another charge from Client Funds except as section 4.3 permits.

4.2 Fee changes

We may change recurring Fees on at least 30 days’ notice. A committed Order Form price changes at renewal unless the Order Form permits an earlier adjustment. Payment-network, bank or government pass-through charges may change when the underlying charge changes, with notice where reasonably possible.

4.3 Fee payment

You authorize us to charge the payment method designated for Fees. We will not take Fees from Client Funds unless: (a) you separately and expressly authorize the specific Fee debit; (b) the amount remains beneficially yours and is not committed to an employee, payee or government authority; (c) the debit is permitted by the trust terms and Applicable Law; and (d) it cannot create a safeguarding or payment shortfall. We normally collect Fees from a separate operating account.

4.4 Billing disputes

Notify us of a good-faith invoice dispute within 30 days after the invoice date and pay the undisputed amount. The parties will work promptly to resolve it. This deadline does not apply where law prohibits it or to a claim involving Client Funds.

5. Payment services and Client Funds

5.1 Your authority and responsibilities

You authorize PaymentEvolution to act on valid Payment Instructions submitted through your Account. You must provide accurate payee, bank, amount, date, tax and funding information and ensure sufficient funds are available by the stated deadline. You remain the employer, payer and taxpayer and are responsible for amounts owed to employees, payees and authorities, except to the extent a loss results directly from our breach of the Agreement or Applicable Law.

5.2 Funding status

An attempted debit or a screen entry is Pending Funding until we finally receive the money as available funds. We may wait for final receipt before releasing payroll, a remittance or a report whose release depends on funding. We will tell you the applicable funding deadline. We are not responsible for a missed payment caused by your late, insufficient, incorrect or reversed funding, but we remain responsible for handling any funds we actually receive as required by this section.

5.3 Payment timing and instructions

Submission does not guarantee completion. Processing depends on cut-offs, Business Days, financial institutions, payment systems, government systems, accurate information and risk checks. We may reject, pause or cancel an instruction before it becomes irrevocable if it is unauthorized, incomplete, unlawful, duplicative, suspected fraud, unsupported by final funding or operationally unsafe. We will provide notice unless prohibited by law or doing so would undermine security. Once an instruction is irrevocable, it may not be cancellable.

5.4 When funds are In-Transit

Client Funds are In-Transit only while all of these facts are true:

1. we have received a valid and binding instruction from an authorized End User to transfer or withdraw those specific funds immediately;

2. the instruction’s execution date has arrived;

3. processing of that instruction has begun and continues in the ordinary payment flow;

4. the funds cannot be cancelled, redirected, withdrawn, reused or made available for another purpose by the End User; and

5. the transfer or withdrawal is not complete.

The status follows the facts, not our label. “Pending,” “processing,” “clearing,” “settlement,” “hold period,” “in flight” or similar wording does not by itself make funds In-Transit. Funds received before a future execution date, without an immediate instruction, subject to client cancellation, held after a return, or otherwise resting for later use are Held Funds. An immediate transfer may take more than one Business Day and remain In-Transit if the conditions above continue without interruption.

5.5 Trust intention and beneficiaries

PaymentEvolution has established an omnibus trust arrangement to hold Held Funds. When you or an End User sends funds that become Held Funds, you intend and agree that they are to be held in trust under that arrangement. PaymentEvolution accepts and holds them as trustee for the principal beneficiary identified in its end-user funds ledger. The principal beneficiary is the Client or other End User that is beneficially entitled to the principal based on the Payment Instruction, transaction stage and Applicable Law. The ledger establishes each beneficiary’s principal interest in the pooled trust property.

For an End User in Quebec, the End User also appoints PaymentEvolution to administer Held Funds as property of others under the Civil Code of Québec to the extent needed to give effect to the safeguarding arrangement. This appointment does not reduce any protection or right under Applicable Law.

5.6 Safeguarding Held Funds

We place Held Funds in one or more Safeguarding Accounts on receipt. If an unavoidable processing constraint prevents immediate placement, we will not use the funds for any other purpose, will record and treat the amount as a shortfall, and will place it in a Safeguarding Account as soon as feasible and no later than the next Business Day unless Applicable Law requires earlier action. We will disclose any recurring situation in which immediate placement is not feasible.

Safeguarding Accounts are separate from our operating accounts, are used only for end-user funds, and are maintained with an eligible regulated financial institution. We may pool Held Funds of multiple End Users in the same omnibus Safeguarding Account. Pooling does not change beneficial ownership. Our ledger records each End User’s interest and the status of funds each day.

5.7 Restrictions on use

PaymentEvolution will not use Client Funds for its operations; lend, pledge, hypothecate or encumber them; treat principal as our property or revenue; or allow them to secure an obligation of PaymentEvolution or another person. We will not pay ordinary corporate expenses from a Safeguarding Account. Transfers between Safeguarding Accounts do not end the trust or change beneficial ownership.

5.8 Safeguarding period

Held Funds remain safeguarded until the conditions in section 5.4 are met or the funds are returned to the person entitled to them. For a future-dated payment, safeguarding continues until the execution date arrives and immediate processing begins. The transfer of funds out of a Safeguarding Account does not by itself make them In-Transit; every condition in section 5.4 must be met.

5.9 Returned, rejected and unclaimed funds

If a Transaction is rejected, reversed or returned to us, the returned amount becomes Held Funds on receipt unless it is immediately subject to a new valid instruction that meets section 5.4. We will safeguard it while we seek corrected instructions or return it. We may require identity or authority verification before a return. If funds remain unclaimed, we will continue safeguarding them and follow applicable unclaimed-property law. You must keep contact and payee records current and reasonably assist us in locating the person entitled to the funds.

5.10 Reconciliation and shortfalls

We maintain records of Client Funds received, Held Funds, safeguarded balances, In-Transit Funds, completed transfers, returns and each End User’s daily balance. We reconcile those records and investigate discrepancies. If we identify a shortfall in safeguarded principal for which PaymentEvolution is responsible, we will promptly restore it with our own funds and take the steps required by Applicable Law. The obligation to restore principal is not limited by section 9.

5.11 No set-off against committed funds

Neither PaymentEvolution nor an account provider may set off a debt against funds in a Safeguarding Account in a way prohibited by Applicable Law or the safeguarding arrangement. PaymentEvolution will not apply Client Funds committed to employees, payees, benefits providers or government authorities to Fees, an NSF loss or another debt. We may set off an undisputed amount you owe only against funds that remain beneficially yours, are not committed to another End User, may lawfully be set off under the trust terms, and can be removed without a shortfall or payment delay. Otherwise, we will collect the amount from you separately.

5.12 Interest and other earnings

Safeguarding Accounts may earn interest or other bank earnings (“Interest”). The declaration of trust designates PaymentEvolution as the sole income beneficiary. In exchange for the Services, the account administration and the pricing provided under the Agreement, you also irrevocably assign to PaymentEvolution any beneficial right you may have to Interest. The principal beneficiary keeps its full beneficial interest in the principal amount of Held Funds. No assignment by one End User transfers another End User’s principal or any right that the first End User does not own.

PaymentEvolution may receive or withdraw Interest only if the declaration of trust, account agreement and Applicable Law permit it; records clearly separate Interest from principal; reconciliation shows no actual or reasonably anticipated shortfall; sufficient liquidity remains for payments and returns; and removal will not delay access to principal. PaymentEvolution will never delay a transfer, withdrawal, safeguarding placement or return to earn or increase Interest. If a court, regulator, trust instrument or Applicable Law requires Interest to remain trust property or be paid to an End User, that requirement prevails.

5.13 Investment and loss

We have no duty to invest Client Funds. If the safeguarding arrangement permits assets other than cash, we will use only secure and liquid assets permitted by Applicable Law, maintain value and liquidity at least equal to safeguarded principal, and bear any investment loss or expense so that principal and timely access are not reduced. Gains other than Interest are treated under the declaration of trust and Applicable Law.

5.14 Insolvency and return of funds

Held Funds are intended to be separate from PaymentEvolution’s estate and available for End Users if PaymentEvolution becomes insolvent. We maintain procedures and records intended to enable an insolvency official or other authorized person to identify beneficiaries and return funds as soon as feasible. Termination, suspension or insolvency does not change beneficial ownership, end the safeguarding obligations or permit Client Funds to be used to pay PaymentEvolution creditors.

5.15 No deposit account or regulatory endorsement

PaymentEvolution is not a bank, does not accept deposits, and is not a CDIC member institution. An Account is not a bank account. RPAA safeguarding is not the same as deposit insurance. Whether any amount at an account provider is eligible for deposit insurance depends on the actual account structure and applicable insurance rules; we do not promise beneficiary-level CDIC coverage. Registration with the Bank of Canada is not a licence, guarantee or endorsement.

5.16 Insufficient, reversed or fraudulent funding

You owe us any amount we advance or pay based on your funding that is later rejected, reversed, recalled or found unauthorized, plus reasonable bank and recovery costs. We may suspend future Transactions, require prefunding or security, reverse a payment where permitted, and pursue lawful recovery. We will not recover from Held Funds committed to other End Users contrary to section 5.11. Any separate reserve or collateral must be documented, kept outside the Safeguarding Account and clearly distinguished from Client Funds.

5.17 Errors and unauthorized Transactions

Review confirmations and reports promptly. Tell us about a suspected error or unauthorized Transaction without delay and, where possible, within 10 Business Days. We will investigate and cooperate with relevant institutions. This notice period does not remove a right that cannot legally be waived. Your recovery may be limited if your delay materially prevents recovery and the issue resulted from your compromised credentials or incorrect instruction, but not to the extent we caused the issue or failed a mandatory duty.

5.18 Regulatory cooperation

We may request information, delay or refuse a Transaction, freeze access, retain records or report activity as required for sanctions, fraud, anti-money-laundering, tax, retail-payment or other legal obligations. We may not be able to tell you why. Nothing in the Agreement transfers our statutory duties to you or makes you responsible for a breach committed by PaymentEvolution.

6. Data, privacy, confidentiality and security

6.1 Privacy roles

For Personal Information you submit so we can provide payroll, HR, benefits or payment administration at your direction, you are normally the organization in control and PaymentEvolution processes the information for you under the DPA. PaymentEvolution acts independently for account administration, identity and business verification, fraud prevention, security, billing, legal claims, regulatory reporting and compliance with its own obligations. The Privacy Policy explains those activities. A label in another document does not change the role required by the facts or Applicable Law.

6.2 Client Data

As between the parties, you retain your rights in Client Data. You give us a non-exclusive right to host, copy, transmit, use and disclose Client Data only as needed to provide, secure and support the Services, follow lawful instructions, comply with law, prevent fraud, enforce the Agreement and exercise the independent purposes described in section 6.1. The DPA governs Personal Information processed on your behalf.

6.3 De-Identified Data

We may create and use aggregated or de-identified information for analytics, security, benchmarking and improvement if it cannot reasonably identify an individual, Client or End Client. We will not attempt to re-identify it except to test de-identification safeguards or as required by law. De-identified information is not Client Confidential Information when it meets this standard.

6.4 Confidentiality

“Confidential Information” is non-public information disclosed by one party that is marked confidential or should reasonably be understood as confidential. It includes Client Data, security information, pricing, product plans and non-public technology. It does not include information that the receiving party can show was lawfully known without restriction, independently developed, lawfully received from another source, or publicly available without breach.

Each party will use the other’s Confidential Information only for the Agreement, protect it with at least reasonable care, and disclose it only to personnel, professional advisors and service providers who need it and are bound to protect it. A party may disclose information required by law after giving notice where legally permitted and reasonably helping seek protection.

6.5 Security

We maintain administrative, technical and physical safeguards appropriate to the sensitivity of Client Data and the risk, including access controls, encryption in transit, monitoring, vulnerability management, backup and incident response. No system is perfectly secure. You must secure your own devices, credentials, integrations and copies of data.

6.6 Security Incidents

We will notify you without unreasonable delay after confirming a Security Incident affecting Personal Information we process for you, and sooner where Applicable Law requires. We will give available information reasonably needed for your response, take reasonable containment and remediation steps, and cooperate with legally required notices. Notification is not an admission of fault. The DPA contains additional details.

6.7 Data export and deletion

During the term, you may export Client Data using available features. Following termination, we will make a standard export reasonably available for 30 days unless law, security, non-payment or the nature of the Service prevents it. We then delete or de-identify Client Data under our retention schedule, except for backups and records that law, fraud prevention, tax, payment, dispute or regulatory obligations require us to keep. Retained data remains protected.

7. Intellectual property

7.1 PaymentEvolution technology

PaymentEvolution and its licensors own the Services, Documentation, APIs, designs, software, models and related intellectual property. Except for the limited rights in the Agreement, no rights transfer to you.

7.2 Client materials

You retain ownership of your names, logos, content and Client Data. You give us the limited rights needed to display and process them for the Services. You confirm that you have the necessary rights and notices.

7.3 Feedback

You may provide suggestions voluntarily. We may use them without restriction or payment, but we will not identify you publicly or use your Confidential Information in doing so.

7.4 Third-party and open-source components

Third-party terms may apply to a feature and will be presented or linked where required. Open-source notices and source-offer information are available in the product, Documentation or on request. Those licenses govern the applicable components and prevail over inconsistent restrictions in the Agreement for those components.

8. Warranties, disclaimers and indemnities

8.1 Mutual authority

Each party confirms that it has authority to enter the Agreement and will comply with Applicable Law in performing its obligations.

8.2 Service warranty

We will provide the paid Services with reasonable care and skill and materially in accordance with the applicable Documentation. If we breach this warranty and you notify us promptly, we will use reasonable efforts to correct or reperform the affected Service. If we cannot do so within a reasonable time, you may terminate the affected Service and receive a prorated refund of prepaid Fees for the unused period. This does not limit remedies that cannot legally be limited.

8.3 Client warranties

You confirm that you have authority for Client Data, Payment Instructions, bank debits, payroll actions and Authorized Users; will give required notices and obtain required consents; and will review material inputs and outputs. You are responsible for employment, payroll, benefits, accounting and tax decisions unless an Order Form expressly assigns a specific task to us.

You also confirm that neither you nor, to your knowledge, a beneficial owner, director or authorized signer acting for you is the subject of Canadian or other applicable sanctions, and that you will not use the Services for the benefit of a sanctioned person or in violation of sanctions, export-control or anti-money-laundering law.

8.4 Disclaimer

Except for the express promises in the Agreement and to the extent law permits, the Services and Pre-Release Materials are provided “as available.” We do not promise uninterrupted or error-free operation, a particular business result, or that third-party, bank or government systems will be available. PaymentEvolution technology and support are not legal, accounting, tax, investment, insurance or employment advice. This disclaimer does not reduce our obligations for Client Funds, privacy, security, gross negligence, willful misconduct or a duty that cannot legally be excluded.

8.5 PaymentEvolution IP indemnity

We will defend you against a third-party claim that your authorized use of a paid Service infringes a Canadian patent, copyright or trademark, and pay damages finally awarded or agreed in a settlement we approve. We may obtain continued use, modify or replace the affected part, or terminate it and refund prepaid Fees for the unused period. This does not cover a claim caused by your modification, combination, unauthorized use, continued use after notice, Client Data or third-party product.

8.6 Client indemnity

You will defend PaymentEvolution against a third-party claim arising from Client Data that violates another person’s rights; a Payment Instruction you were not authorized to give; your unlawful employment or business practice; or your material breach of sections 3.5, 5.1 or 8.3. You will pay damages finally awarded or agreed in a settlement you approve. You are not responsible to the extent the claim was caused by PaymentEvolution.

8.7 Indemnity process

The protected party must give prompt notice, reasonable cooperation at the defending party’s cost, and control of the defense. A settlement may not admit fault by or impose a non-monetary obligation on the protected party without its consent, not to be unreasonably withheld. Delay in notice reduces the obligation only to the extent it materially prejudices the defense.

9. Limits of liability

9.1 Excluded losses

To the extent law permits, neither party is liable for indirect, incidental, special, exemplary or consequential damages, or for lost profit, revenue, goodwill or anticipated savings, arising from the Agreement, even if advised they were possible. This exclusion does not apply to amounts payable under an indemnity for a third-party claim or to the exceptions in section 9.3.

9.2 General cap

Except for section 9.3, each party’s total liability arising from the Agreement will not exceed the Fees paid or payable for the affected Services during the 12 months before the event giving rise to the first claim. For a claim involving a breach of confidentiality, the DPA or a Security Incident caused by a party, the cap is two times that amount.

9.3 Matters not limited

Sections 9.1 and 9.2 do not limit:

• PaymentEvolution’s obligation to transfer, return, safeguard or restore the principal amount of Client Funds;

• a party’s fraud, willful misconduct or gross negligence;

• death or personal injury caused by negligence;

• a party’s infringement or misappropriation of the other party’s intellectual property;

• your obligation to pay Fees, repay an advance or make good rejected or reversed funding;

• liability under an indemnity for a third-party claim, subject to the indemnity’s terms; or

• liability or a remedy that Applicable Law does not allow the parties to limit.

9.4 Allocation of risk

The limits apply to all legal theories and to related claims as one aggregate. They reflect the Fees and allocation of responsibility. Nothing in this section changes the beneficial ownership or protected status of Client Funds.

10. Suspension, term and termination

10.1 Term

This MSA starts when you first accept it or use a Service and continues until all Services end. A subscription term and renewal are stated in the Order Form. If none is stated, the Service is month-to-month.

10.2 Suspension

We may suspend access or a Transaction to address non-payment of Fees, security risk, suspected fraud, unlawful activity, incomplete verification, material breach, an emergency, or a regulator, bank or network requirement. Where reasonably possible, we will give notice and limit suspension to the affected Account, user, feature or Transaction. Suspension does not permit us to stop safeguarding Held Funds or to use Client Funds for another purpose.

10.3 Termination

Either party may terminate a month-to-month Service on 30 days’ notice. A committed term may be terminated as stated in the Order Form. Either party may terminate for a material breach not cured within 30 days after notice, or within 10 days for non-payment. A party may terminate immediately if the other becomes insolvent, commits fraud, creates an urgent security or legal risk, or cannot lawfully continue the Service. We may terminate a Service on 60 days’ notice if we discontinue it, subject to any refund required by section 10.5.

10.4 Pending Transactions and Client Funds

Termination does not automatically cancel a Transaction already submitted or irrevocable. We will complete, cancel or return it according to your valid instruction, the payment stage and Applicable Law. We will continue safeguarding Held Funds and will return them to the verified person entitled to them as soon as feasible after completing required checks and resolving lawful restrictions. We may keep an Account in limited status to complete these steps. Fees and ordinary termination rights do not take priority over Client Funds.

10.5 Effect of termination

When a Service ends, access rights stop, outstanding Fees become due, and each party must return or destroy the other’s Confidential Information subject to required retention. If we terminate a committed paid Service for convenience or discontinue it, we will refund prepaid Fees for the unused period. Sections concerning Client Funds, confidentiality, data retention, intellectual property, accrued payment obligations, indemnities, liability, disputes and interpretation survive as needed to give them effect.

11. General terms

11.1 Notices

Legal notices to PaymentEvolution must be sent to info@paymentevolution.com and by mail to the address at the start of this MSA, with “Legal Notice” in the subject or envelope. We may send notices to the Account administrator’s current email or through a prominent in-product notice. Notices are effective on confirmed delivery; email is effective on the next Business Day unless a delivery failure is received.

11.2 Governing law and courts

The Agreement is governed by the laws of Ontario and the federal laws of Canada applicable there, without conflict-of-law rules. The parties submit to the courts in Toronto, Ontario. If mandatory consumer law requires another law or forum, that requirement applies. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

11.3 Informal resolution

Before starting a court claim, a party will give a written description of the dispute and allow 30 days for business representatives to try to resolve it. This does not prevent urgent injunctive relief, a limitation-period filing, collection of an undisputed amount or steps needed to protect Client Funds, privacy, security or intellectual property.

11.4 Assignment and subcontractors

You may not assign the Agreement without our consent, not to be unreasonably withheld for a bona fide sale of your business if the assignee is eligible for the Services. We may assign the Agreement to an Affiliate or in connection with a reorganization, financing or sale of substantially all relevant assets, but an assignment does not change the trust, beneficial ownership or safeguarding of Client Funds. We may use subcontractors and remain responsible for our obligations as stated in the Agreement and Applicable Law.

11.5 Force majeure

Neither party is responsible for delay caused by an event beyond its reasonable control, including natural disaster, widespread network or bank disruption, war, civil disorder, labour action or government action, if it uses reasonable efforts to mitigate. This does not excuse payment of amounts already due, safeguarding or accounting for Client Funds, security obligations appropriate to the circumstances, or legally required incident response.

11.6 No agency; no third-party rights

The parties are independent contractors. The Agreement does not create an agency, partnership, franchise or joint venture. The express trust and Client Fund provisions are intended to benefit the relevant End Users and may be relied on by them; otherwise, a person who is not a party has no contractual right to enforce the Agreement unless Applicable Law provides one.

11.7 Entire agreement; waiver; severability

The Agreement is the entire agreement about its subject and replaces prior statements. A waiver must be in writing and applies only to the stated instance. If a provision is unenforceable, it will be adjusted only as much as needed and the rest remains effective. Headings are for convenience. “Including” means “including without limitation.” Electronic acceptance and signatures are valid.

11.8 Language

Where Quebec law requires a French version to be remitted before an English contract of adhesion or consumer contract is accepted, PaymentEvolution will provide the French version first. Only after receiving and reviewing it may the parties expressly choose to be bound by the English version: The parties expressly wish to be bound by the English version of the Agreement. Les parties souhaitent expressément être liées par la version anglaise de la convention. If the required process is not completed, the language required by law governs. This clause by itself does not replace the required French-first process.

Schedule A — Payroll Service Terms

This Schedule applies when you use payroll calculation, direct deposit, source-deduction remittance or year-end filing Services.

A1. Payroll role

PaymentEvolution provides software and, where selected, payment and filing administration based on your data and instructions. You remain the employer and are responsible for employment terms, classifications, hours, rates, deductions, taxable benefits, bank details, remittance frequency and legal compliance. We do not provide legal, tax, accounting or employment advice.

A2. Payroll authorization and review

You authorize us to calculate payroll, create reports, debit the designated account and transmit payments and filings that you approve. Submit complete payroll information by the cut-off and review the payroll register, funding amount, pay date, payees, deductions and remittances before approval. An approval by an Authorized User or supported Automated Agent is your instruction.

A3. Funding and payments

You must provide final, sufficient funding by the deadline shown in the Services. Payroll funds are Client Funds only when received by PaymentEvolution. Their status and safeguarding are governed exclusively by section 5 of the MSA. Funds received before the pay or remittance processing date are Held Funds until the section 5.4 test is met. We may commingle Held Funds only in an omnibus Safeguarding Account and only with other safeguarded end-user funds.

If funding is late, short or reversed, we may stop or delay payroll and you remain responsible for paying employees and authorities. We will not apply amounts committed to employees or authorities to an NSF loss from another payroll.

A4. Tax filings and remittances

If your plan includes filings or remittances, you authorize us to prepare and submit them using your information. You must give us the correct business number, accounts, remittance frequency, rates, opening balances and notices from authorities. Review confirmations and promptly send us assessments, returned filings or discrepancy notices. You are responsible for tax, interest and penalties caused by your late, inaccurate or incomplete information or funding. We are responsible to the extent a penalty results directly from our failure to follow a timely, accurate instruction after receiving final funding; our liability is subject to section 9 except that Client Funds remain outside the cap.

A5. Employee information

You confirm that you may provide employee Personal Information and have given required notices. You will direct employees to the applicable privacy information. The DPA governs our processing on your behalf; our Privacy Policy governs our independent compliance and security uses.

A6. Automated payroll

Do not allow an Automated Agent to approve or submit payroll without controls proportionate to the payment risk. At minimum, use scoped credentials, amount and payee limits, duplicate checks, logging and human review of material changes. We may require additional controls or disable automated submission if risk is unacceptable.

A7. Retail-payment disclosure

PaymentEvolution performs regulated payment functions when it initiates or facilitates payroll transfers and when it holds end-user funds. PaymentEvolution, not the Client, is responsible for its own obligations as a payment service provider. This does not determine whether a Client, Reseller or Partner separately performs regulated functions in its own business.

A8. Ending payroll service

Before termination, download records and confirm how to handle scheduled payrolls, tax remittances and year-end filings. Sections 10.4 and 10.5 govern pending Transactions, Held Funds and retained records. Ending the Service does not transfer employer or tax obligations to PaymentEvolution.

Schedule B — Business Payments Terms

This Schedule applies to vendor, contractor and other business-payment Services.

B1. Instructions and payees

You must verify each payee’s identity, authority and bank details and approve each payment. PaymentEvolution may use automated invoice extraction or fraud signals to help prepare a payment, but you must review the source document, duplicate status, amount, currency, account and timing. A suggested or extracted value is not an instruction until you approve it.

B2. Funding and safeguarding

Business-payment funds are governed by section 5 of the MSA. Prefunded or future-dated amounts are Held Funds. Funds become In-Transit only when every condition in section 5.4 is met. A bank return becomes Held Funds on receipt until returned or made subject to a new immediate instruction.

B3. Fraud and recovery

We may screen, pause or reject a payment for fraud, sanctions, duplication or account-change risk. You must independently verify sensitive changes through a trusted channel. We will reasonably assist with recall or recovery but cannot guarantee it. Each party bears loss to the extent caused by its breach, negligence or unauthorized action, subject to section 9.

B4. Termination

Sections 10.4 and 10.5 govern pending payments, Held Funds and data. You remain responsible for paying the underlying invoice even if a Transaction is rejected or returned.

Schedule C — PayChequer Service and PAD Terms

This Schedule applies to the PayChequer employee-facing Service and any pre-authorized debit (“PAD”) authorized through it.

C1. Service

PayChequer may let an eligible user view payroll information, access third-party services and direct permitted deductions or payments. PaymentEvolution is the technology and payment-service provider for features it supplies. A third party is responsible for its own product, eligibility, advice, credit decision, fees and terms.

C2. User responsibilities

The user must provide accurate identity and bank information, protect credentials, review each authorization and promptly report an error. The user must not access another person’s payroll or direct an unauthorized debit.

C3. Direction for payroll deductions

Where offered, the user may direct the employer to deduct an amount from net pay and send it to the selected recipient. The user authorizes the employer, its payroll administrator and PaymentEvolution to act on that direction. The direction remains subject to employment law, sufficient net pay, payroll cut-offs and the recipient’s terms. The user may change or cancel a future direction through the available method before the stated cut-off. An amount already irrevocably in processing may not be cancellable.

C4. PAD Agreement

By accepting a PAD authorization, the payor authorizes PaymentEvolution Corporation and its financial institution to debit the designated Canadian account for the stated personal or business purpose and amount or for variable amounts calculated under the related Service. The authorization must state the frequency, amount or method of calculation, start date and designated account.

For a variable PAD, PaymentEvolution will give the payor at least 10 calendar days’ written notice of the amount and date before each debit unless the payor validly waives or changes that notice right as permitted by Payments Canada Rule H1. The payor may cancel a PAD authorization by giving notice through the method shown in the authorization at least the number of days stated there before the next debit. Cancellation stops future PADs but does not cancel an amount already owed or an irrevocable debit already submitted.

The payor has recourse rights if a PAD does not comply with the authorization. For example, the payor may have a right to reimbursement if the debit was not authorized or was inconsistent with the agreement, subject to the time limits and procedures in Payments Canada Rule H1. In general, a reimbursement claim must be made to the payor’s financial institution within 90 calendar days after a personal PAD, or within 10 business days after a business PAD. The payor may obtain a sample cancellation form or more information from its financial institution or at payments.ca. PaymentEvolution will provide a copy of the PAD authorization and contact information before or promptly after the first debit as required by the Rule.

C5. Funds status

A PAD is Pending Funding until PaymentEvolution finally receives the funds. If received without an immediate transfer instruction or before a future execution date, the amount is Held Funds and is safeguarded under section 5. A clearing label or hold period does not make received funds In-Transit.

C6. Privacy and third parties

The user authorizes the employer and PaymentEvolution to share the minimum payroll, identity, deduction and transaction information needed for the selected feature. Third parties process information under their own privacy notices when acting independently. The employer must not make participation in an unrelated third-party product a condition of employment unless lawful.

C7. Quebec users

Mandatory Quebec consumer, language, privacy and civil-law rights apply and prevail over inconsistent terms. Nothing in this Schedule releases PaymentEvolution from the consequences of its own acts or those of its representatives where Quebec law does not permit that result.

Schedule D — Benefits Service Terms

This Schedule applies to benefits administration features.

D1. Roles

PaymentEvolution provides benefits technology and administration support. If Workplace Evolution or another identified licensed broker or advisor offers insurance brokerage or advice, that entity acts in its own professional capacity and is responsible for that activity. The insurer issues and administers the policy and decides coverage and claims. The Order Form or enrollment material will identify the relevant provider.

D2. Client responsibilities

You select plans, determine eligibility, obtain employee information and consent, review enrollments and deductions, pay premiums, and notify us promptly of hires, terminations, status changes and errors. Software displays and estimates do not amend an insurance contract. The policy and insurer records control coverage.

D3. Fees and commissions

You will pay disclosed Fees. A licensed broker or related entity may receive commission or other compensation from an insurer. Material conflicts and compensation disclosures will be provided as required by law. Client Funds collected for premiums are governed by section 5 unless they are paid directly to an insurer or broker under that entity’s separate terms.

D4. Data sharing

You authorize us to exchange the minimum necessary enrollment, payroll and eligibility information with the broker, advisor, insurer and administrator. The DPA applies when we process for you; each independent provider’s privacy notice applies to its own activities.

D5. Ending the Service

Ending the technology Service does not itself cancel an insurance policy. You must follow the insurer’s or broker’s cancellation process and remain responsible for premiums and employee notices. We will handle any Client Funds under section 10.4.

Schedule E — HX Service Terms

This Schedule applies to the Human Experience (“HX”) Service, including HR content, workflows and access to professionals.

E1. Technology and professional services

PaymentEvolution provides the HX technology, general resources and workflow tools. A lawyer, HR consultant, accountant or other professional made available through HX acts under a separate engagement or identified provider terms. PaymentEvolution is not a law firm and does not control independent professional judgment.

E2. General content and AI

Templates, summaries, checklists and AI output are general information, not advice for a specific workplace. Laws and facts differ. You must review outputs and obtain qualified advice before relying on them for termination, discipline, accommodation, workplace safety, payroll, tax or another material decision. Do not submit unnecessary sensitive information to an AI feature.

E3. Content license

During your subscription, you may adapt supplied templates for your internal business use. You may not resell, publish as a competing library or use the content to train a general-purpose model without permission. You own documents and inputs you create; PaymentEvolution retains its underlying content and technology.

E4. Data and providers

We may share information with a professional or provider only at your direction or as needed for the requested feature. The professional may be independently responsible for its files and privacy duties. Review the engagement and privacy terms before sending information.

E5. Termination

At termination, your technology license ends. You may retain completed client-specific documents, subject to third-party and intellectual-property rights. Independent professional engagements may continue under their own terms.

Schedule F — API Service Terms

This Schedule applies to APIs, developer tools, webhooks and model-context-protocol connections.

F1. Access categories

Internal API Use means integration for your own business and Authorized Users. Commercial API Use means embedding, reselling, white-labelling or providing functionality to End Clients. Commercial API Use requires an API Partner & Reseller Agreement and Order Form. A Reseller using supported multi-client tools is also subject to the Reseller Schedule.

F2. License and credentials

We grant the limited API access stated in the Order Form. API credentials remain PaymentEvolution property; we may rotate, suspend or revoke a credential to protect the Services and will tell you promptly unless law or security prevents it. Keep keys secret, use separate environments, rotate compromised credentials and apply least privilege. Do not place secrets in public code. You are responsible for calls made with your credentials except to the extent caused by our breach.

F3. Integration and changes

Follow Documentation, schemas, authentication, idempotency, rate limits, versioning and certification requirements. We will give at least 90 days’ notice before removing or materially degrading a generally available production endpoint, unless law, security or a third-party requirement makes a shorter period necessary. You must test changes and maintain fallbacks appropriate to your risk.

F4. Payment endpoints

An API response, calculation or object does not itself move money unless the endpoint is documented as a Payment Instruction and all approval requirements are met. Use confirmation, duplicate protection, limits and human review. Payment activity and Client Funds are governed by section 5. Neither you nor a Partner may relabel, hold or route End Client funds through an account you control unless a separate written arrangement expressly authorizes the model and all applicable registration, safeguarding, ledger and disclosure duties are satisfied.

F5. Restrictions

You must not use undocumented endpoints; bypass limits or Fees; scrape the interface in place of the API; conduct load, vulnerability or penetration testing against the Services without our prior written authorization; reproduce a substantially similar payroll or payment service using PaymentEvolution technology; remove notices; disclose Documentation or credentials; or use API data to train a general-purpose AI model without written permission. You may process End Client data only for the authorized integration and must not sell it.

F6. Automated and AI integrations

An AI or MCP integration must use scoped credentials, minimize data, keep auditable logs and require human confirmation for material payroll or payment actions unless we approve equivalent controls. Do not place Personal Information in a model context beyond what is necessary and permitted. You are responsible for your model provider and configuration; PaymentEvolution is responsible for the security of its own API and processing.

F7. Monitoring and suspension

We may log API traffic as needed for security, support, billing and compliance, subject to the DPA and Privacy Policy. We may throttle or suspend traffic that exceeds limits, creates risk or violates the Agreement. Where feasible, we will give diagnostic information and a chance to correct. Suspension does not alter Client Fund obligations.

F8. Fees and termination

Usage measurements from our systems control billing absent clear error. Dispute a charge under section 4.4. At termination, stop API calls, revoke keys and delete cached PaymentEvolution content except Client Data or records you must retain. We will support an orderly End Client transition as required by the API Partner & Reseller Agreement and section 10.

Open-source software notices

The Services include open-source components. The current component notices, license texts, attribution and any source-code offer required by an applicable license are available within the relevant product or Documentation, or on request at info@paymentevolution.com. Open-source licenses govern their components and are not limited by this MSA where the license does not permit that limitation.