Last Modified Date: April 10, 2025
By accessing or using the Xenith Pay website, platform, or services (collectively, the “Platform”), you (“You”, “Your”, “Registered User”, or “End-User”) agree to be bound by these Terms and Conditions (“T&C”). These Terms constitute a binding agreement between you and XPA Holdings Limited, together with its subsidiaries and affiliates (“XPA Holdings”, “Company”, “we”, “our”, or “us”).
These Terms of Use are effective as of the date you first access or use the Platform (the “Effective Date”) and shall remain in effect until terminated by either you or XPA Holdings (this duration being the “Term”).
By using our Services, you agree to the following T&C:
You are eligible to use our Services after you pass the KYB process. We may provide Services to you or your Affiliates under separate agreements (if required).
You and your Representative individually affirm to us that: (a) your Representative is authorized to provide User Information on your behalf and to bind you to these T&C; and (b) your Representative is an executive officer, senior manager, or otherwise has significant responsibility for the control, management, or direction of your business (including proper proxy documentation).
We may require you or your Representative to provide additional information or documentation demonstrating the Representative’s authority.
We (and our Affiliates, as applicable) will make available to you the Services, as described in these T&C, including access to a Merchant Dashboard (if applicable).
These T&C contain general terms governing the parties’ rights and obligations related to the Services. If any term in these T&C conflicts with a term in any agreement between XPA Holdings and you, the order of precedence is as follows: (a) the Agreement; (b) these T&C; (c) all terms or documents incorporated by reference into these T&C.
We may modify the Services at any time, including adding or removing functionality or imposing conditions on their use. We will notify you of any material adverse changes, deprecations, or removals of functionality that you are using.
You may only use the Services for business purposes. You must not, and must not enable or allow any third party to:
You can reach our support via the “Contact Us” page. XPA Holdings is not responsible for supporting your customers.
Upon our request, you must provide User Information in a form satisfactory to us. You must update any changes affecting User Information, including business activities, Representatives, Beneficial Owners, or other relevant data, and notify us immediately.
You authorize us to obtain information about you and your business from service providers and third parties, including credit bureaus and banking partners. You must authorize those parties to provide this information to us.
Fees will be agreed upon in writing between you and XPA Holdings, including any updates or changes.
You must pay or authorize XPA Holdings to collect all applicable Fees, Taxes, and amounts due. We may deduct or set off amounts owed from your account balance or any related accounts. Currency conversions may be applied, including associated fees.
Each party is responsible for its own taxes. You are solely responsible for taxes related to transactions made via our Services.
You must designate at least one Bank Account for use with the Services. You may not assign third-party interests in these funds until deposited.
We or our Affiliates may hold your funds if requested by authorities or linked to illegal activity, AML, or terrorism financing.
If your account remains dormant for 365 days and no instructions are received, we may treat the funds as abandoned and transfer them to your last known Bank Account or relevant Governmental Authority.
You are responsible for all Assessed Fines and must reimburse us unless they result from our breach or negligence.
We may suspend Services immediately if:
We grant you a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Services and Documentation for your business purposes during the Term, in accordance with the T&C.
Each party may use the other’s Marks to identify the service provider or user, including on webpages, marketing materials, and promotional activities, maintaining brand integrity.
All IP rights remain with the respective party unless otherwise agreed in writing. Nothing in these T&C transfers or jointly develops IP.
Both parties will maintain safeguards to protect data from unauthorized access or loss.
You must secure your credentials. If compromised, notify us immediately and cooperate. You remain liable for losses due to your failure to safeguard credentials.
You must notify us immediately upon discovering any unauthorized access or loss of Personal Data.
If a data breach is suspected, we may require an independent audit of your systems. You will bear the cost and must cooperate fully.
You represent and warrant that:
You agree to:
The following disclaimer and limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.
Services are provided “AS IS” and “AS AVAILABLE.” We disclaim all warranties not explicitly stated, including fitness for a particular purpose, merchantability, and non-infringement. We are not liable for losses from hacking, misuse, service outages, or unauthorized access.
The laws of Canada will govern this T&C, without giving effect to its conflict of law principles.
Any dispute arising out of or in connection with this T&C, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of 3 (three) arbitrator(s). The language of the arbitration shall be English.
We may update these T&C at any time. Updates are effective upon posting or notification. Continued use of Services constitutes acceptance.
By accepting these T&C or using any Service, you consent to receive communications electronically via the email provided when creating your User Account. You may update your email address by emailing us at help@xenithpay.com.
You are liable for all costs incurred by us to collect overdue amounts, including legal fees, arbitration costs, interest, and agency fees.
We are not liable for delays or failures caused by Force Majeure Events.
You may not assign your rights or obligations without our prior written consent. Unauthorized assignments are void.
This agreement does not create an agency, partnership, or joint venture unless explicitly stated.
If any clause is unenforceable, the remainder of the agreement remains in effect.
This T&C constitutes the entire agreement and understanding of the parties with respect to the Services, and supersedes all prior and contemporaneous agreements and understandings.
“Affiliate” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.
“API” refers to all instances of the XPA Holdings application programming interfaces, including all endpoints that enable users to access Our Services.
“Assessed Fines” means assessments, penalties, fines, and fees imposed by Governmental Authorities or Financial Partners arising from or related to Your use of the Services.
“Bank Account” means a bank or financial institution account You designate for use with the Service.
“Change of Control” means (a) an event in which any third party or group acting together, directly or indirectly, acquires or becomes the beneficial owner of, more than 50% of a party’s voting securities or interests; (b) a party’s merger with one or more third parties; (c) a party’s sale, lease, transfer or other disposal of all or substantially all of its assets; or (d) entry into any transaction or arrangement that would have the same or similar effect as a transaction referred to in (a)-(c) of this definition; but, does not include an initial public offering or listing.
“Claim” means any claim, demand, government investigation or legal proceeding made or brought by a third party.
"Communication” means any written or electronic transmission of information or communication, including a notice, approval, consent, authorization, agreement, disclosure or instruction.
“Content” means all text, images, and other content, including that You upload, publish or use in connection with the Services.
“Control” means direct or indirect ownership of more than 50% of the voting power or equity in an entity.
“Credential Compromise” means an unauthorized access, disclosure or use of Your User Account credentials, which includes Our API keys.
“Customer” means an entity or individual who owes payment to You in exchange for You providing goods or services (including charitable services).
“Deposit” means funds provided by You that We hold as security against any liabilities incurred under this T&C.
“Documentation” means XPA Holdings documentation page as can be found on the following link:
“Fee(s)” means the fees and charges applicable to the Services.
“Force Majeure Event” means an event beyond the control of XPA Holdings, including (a) strikes or other labor disputes, shortages, stoppages, or slowdowns; (b) supply chain disruptions; (c) embargoes or blockades; (d) telecommunications breakdowns, power outages, or shortages; (e) transportation failures or delays in obtaining adequate supplies; (f) weather events, earthquakes, fires, floods, natural disasters, or acts of God; (g) riots, civil disorders, wars, invasions, hostilities (whether declared or not), or terrorism threats or acts; (h) civil or governmental calamities; (i) epidemics, pandemics, or national or international health crises; and (j) laws or acts of Governmental Authorities.
“Governmental Authority” means a regulator or other governmental agency or entity with jurisdiction over the Services, Us or You, as applicable.
“Insolvency Event” means the occurrence of any of the following (or any analogous procedure or step):
“IP Rights” means all copyrights, patents, trademarks, service marks, trade secrets, moral rights, and other intellectual property rights recognized worldwide.
“KYB” means requirements in collecting Your information related to, or are similar to Anti-Money Laundering (AML), Know Your Customer (KYC), Know Your Business (KYB) and Customer Due Diligence (CDD), which may or not may require by prevailing laws and regulations.
“Law” means all applicable laws, rules, regulations, and binding requirements of any Governmental Authority.
“Legal Process” means a writ of attachment, lien, levy, subpoena, warrant, or other legal order.
“Mark” means a trademark, service mark, design mark, logo, or stylized script, and associated IP Rights.
“Merchant Dashboard” means the interactive interface through which You may view and manage Your User Account.
“Personal Data” means any information relating to an identifiable natural person that is Processed in connection with the Services, including “personal data” as defined under the GDPR and “personal information” under the CCPA.
“Principal Owner” means an individual who directly or indirectly owns at least 25% of the equity interests of a legal entity, through any contract, arrangement, understanding, or relationship.
“Privacy Policy” means any publicly posted policy or notice regarding a party’s practices concerning Personal Data, including privacy policies, notices, data or cookies policies. Our Privacy Policy can be found here.
“Protected Data” means (a) all User Information You provide to Us; and (b) any Personal Data We use in providing the Services.
“Refund” means an instruction initiated by You to return funds in full or in part to a Customer for a completed Transaction.
“Representative” means the individual submitting Your application for a User Account.
“Reversal” means the reversal of funds settlement for a Transaction.
“Security Credentials” means Your (or Your Affiliate’s, as applicable) API license keys and other security credentials used with Third-Party PSPs.
“Service(s)” means any XPA Holdings service provided to You under this T&C, including payment services such as collections, disbursements, and settlements; access to our Platform such as the Merchant Dashboard and API; and any other tools necessary to provide our Services.
“Tax” or “Taxes” means all applicable taxes and duties imposed by any Governmental Authority, including sales and use taxes, excise taxes, gross receipts taxes, VAT, GST (or equivalent), and withholding taxes.
“Third-Party Service” means a service, product, or promotion provided by a third party that uses, integrates with, or is ancillary to the Services.
“Transaction” means a request initiated through Our Services to capture funds from or on behalf of a Customer to You. This includes authorization, settlement, and, where applicable, Refunds and Reversals related to that Transaction.
“Update” means a modification, enhancement, or change to the Services that requires You to take action, such as updating Your implementation.
“User” means (a) You; and/or (b) any entity or individual We reasonably determine is associated with You and using the Services.
“User Account” means Your account for accessing and using the Services.
“User Compliance Information” means information We require about You to comply with Law and requirements from Governmental Authorities and Financial Partners. This may include information (including Personal Data) about Your representatives, beneficial owners, principals, or other individuals associated with You or Your User Account.
“User Information” means Your User Compliance Information.
“User Party” means You, Your Affiliate, or any director, employee, or agent of You or Your Affiliate.
“XPA Holdings” refers to XPA Holdings and its Affiliates, including their directors, employees, and agents.
“XPA Holdings Data” means data You obtain via the Services, including (a) API interaction data from the Merchant Dashboard; (b) information used by Us for security or fraud prevention; and (c) aggregated information We generate from the Services.
“XPA Holdings Entity” means XPA Holdings or any of its Affiliates.
“XPA Holdings Losses” means all amounts awarded to a third party in a Claim, and all penalties, fines, and third-party costs (including legal fees) paid by XPA Holdings.
“XPA Holdings Website” means www.xenithpay.com.
