Terms of Service
Last updated 8 December 2021
1 - The Services
Dello provides a payment gateway which facilitates the processing of your customers’ payments, specifically cryptocurrency payments, in exchange for goods and services.
We provide Services through our website (https://merchant.dello.com), mobile apps, third party integrations (such as point of sale terminals and ecommerce plugins), APIs (application programming interfaces) and other channels/platforms, including our social media accounts, our blogs and customer support tools (collectively, the “Dello Suite”). Additional services may be offered to you through the Dello Suite from time to time, which may be subject to additional terms and conditions in addition to this agreement. Dello reserves the right to fulfill some or all of its obligations under this agreement through one or many third parties, and the use of “Dello” throughout this agreement may include these third parties.
Dello is not a cryptocurrency exchange, nor a place to purchase or sell cryptocurrencies. Dello does not provide cryptocurrency custody as part of its Services. Our Services are only available to business entities domiciled and operating in Canada at this time. Sole proprietors, trusts, charities, and non-profits are not serviced at this time.
By using the Services, you authorize us to act as your agent so we, or our technology partners, may receive, hold and disburse funds on your behalf, and take any and all actions that we think are necessary to provide the Services and to comply with applicable law. Payment by a customer (“Purchaser”) to us will be considered the same as payment made directly to you and will extinguish the Purchaser’s outstanding obligation, to the extent of the payment.
2 - Registration
When you sign up for the Services, you will be asked to create unique login credentials that will be used to access your account and thereby the Services (the “Account”). You are fully responsible for all activities that occur with the use of your password or account. Please notify us immediately of any unauthorized use of your password or Account or any other breach of security. If you share your password with others or store it in a non-secure fashion, we will not be liable for any loss that you may incur as a result of someone else using your password or Account, either with or without your knowledge. You may not use anyone else’s password at any time. Where unauthorized transactions occur due to your failure to keep your password and Account access information secure, you are liable for any and all transactions, and perceived and/or real losses thereby.
When you open an Account, we will ask you for contact information such as your name, phone number, email address, and information relating to the ultimate beneficial owner or the most senior individual from the organization. We will also ask you for information on your business, including your business’ legal name, trade name and operating name (if applicable), physical address, and website URL. The information that you provide at the time of account opening must be accurate and complete and you must inform us within ten (10) business days of any changes to such information. We may require additional information from the individual signing these Terms on behalf of the Merchant (“Representative”) (including the Representative’s name) to help verify your identity and assess the Merchant’s business risk, such as the Representative’s date of birth, tax identification number, or government-issued identification. We may also obtain information about the Counterparties from third parties, such as credit bureaus and identity verification services. We have the right to reject the Merchant’s account registration, or to later close the Merchant’s account, if you do not provide us with accurate, complete, and satisfactory information. Additionally, where deemed necessary by our compliance team and in our sole discretion, we may request additional and enhanced due diligence information including, but not limited to, receipts for purchases, photos of your physical establishment, copies of your agreements with suppliers and other documents.
3 - Your Sales
1. Transaction Volume Limits
We may impose daily, monthly and annual transaction processing limits on Merchants. At our discretion, and based on our risk assessment of your business, transaction capabilities may not be enabled until additional documentation or information regarding you and your business is collected and verified. Requests to increase your processing limit will not be approved unless and until we have reviewed your documentation to our satisfaction and have confirmed the accuracy and authenticity of the information therein.
2. Refund Limits
We may impose refund processing restrictions on Merchants. At our discretion, and based on our risk assessment of your business, refund capabilities may not be enabled until additional documentation or information regarding you and your business is collected and verified. Requests to re-enable refunds will not be approved unless and until we have reviewed your documentation to our satisfaction and have confirmed the accuracy and authenticity of the information therein.
3. Invoices and Records
You must keep all records needed for fulfilling the goods or services sold to the Purchaser and providing any post-sale support to the Purchaser. If the sale of the item requires any government registration of the sale, you are responsible for such registration. As of the date reflected at the top of these Terms, we are required to maintain records of all documentation and information collected for your merchant account for the duration that your account is active, and up to 5 years thereafter. We may request copies of this documentation at our discretion.
4. Customer Verification
Consistent with your local laws and regulations, you are solely responsible for obtaining any information required of those who purchase your goods or services. For instance, if applicable law prohibits a sale to persons under the age of 18 years, you must ensure that a Purchaser is at least 18 years of age. Similarly, if applicable law requires that a Purchaser’s identity be verified, you must verify the Purchaser’s identity. We will not be responsible for your failure to adequately verify your Purchasers’ identities or qualifications. Additionally, to be clear we do not have a direct relationship with any Purchaser in your shop. This agreement covers our agreement with you, the Merchant, solely.
5. Representation and Warranties
Use of the Services is subject to the laws and regulations of Canada and the United States or any other jurisdictions which has laws that apply to these Terms or your or your Purchaser’s activities regarding the prevention of terrorist financing and anti-money laundering. You agree and acknowledge that your use of the Services would and will be in compliance with such laws and regulations, including, without limitation, the sanctions programs administered by the Office of Foreign Assets Control of the United States Department of the Treasury.
Your use of the Services is also subject to the following important restrictions:
You are at least eighteen (18) years old or older and have the right, power and contractual capacity to agree to these Terms.
Your use of the Services will not contravene any applicable international, federal, state or local law or regulation, including applicable tax laws and regulations.
Your use of the Services will not relate to the following prohibited activities:
Sales of narcotics, research chemicals or any controlled substances;
Sales of cash or cash equivalents, including items used for speculation or hedging purposes (such as derivatives), and the sale or trade of cryptocurrencies;
Items that infringe or violate any intellectual property rights such as copyrights, trademarks, trade secrets, or patents;
Ammunition, firearms, explosives (including fireworks), or weapons regulated under applicable law or as determined by us; or
Transactions that show the personal information of third parties in violation of applicable law;
Transactions that support pyramid, Ponzi, or other “get rich quick” schemes;
Transactions that are related to cloud-mining;
Provision of credit repair or debt settlement services;
Any services which compete with Dello;
Explicit sexual content;
Sales of Kratom or Nootropics
If your use of the Services relates to one of the following restricted activities, your activities are subject to internal review and you are only allowed to transact when expressly authorized by us in writing:
Engaged in “Foreign Exchange”, “Money Service Business” activities (as defined by the Financial Crimes Enforcement Network of the United States Department of the Treasury or FINTRAC) or “E-wallets”;
Engaged in selling cryptocurrency mining hardware;
Providing currency exchange services;
Transaction that are associated with purchases of annuities or lottery contracts, lay-away systems, banking, offshore banking, transactions to finance, investing, investment related products or
Transactions that involve gambling or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, and sweepstakes, unless you have obtained our prior written approval and you and your customers are located exclusively in jurisdictions where such activities are permitted by law.
6. Our Right to Reject
We reserve the right to decline to process a sale if we reasonably believe that it violates these Terms or would expose you, other merchants, Purchasers, or other parties to harm. If we reasonably suspect that your account has been used for an illegal purpose, you authorize us to share information about you, your account, and your account activity with law enforcement. Additionally, if blockchain network or “gas” fees for a transaction exceed the fee charged by Dello for the transaction, the transaction may be automatically rejected by our system.
7. Our Right to Inspect
We may ask for permission to inspect your business location in connection with your use of the Services, or documentation or evidence to support specific transactions. If you refuse our request, we may suspend or terminate your account.
4 - Third Parties
1. Your Use of Third-Party Services
In using our Services or the Dello Suite, you may be offered services, products and promotions provided by third parties. If you decide to use these third-party services, you do so at your own risk and are solely responsible for reviewing, understanding, and complying with the associated terms and conditions. We expressly disclaim any liability for the third-party services and are not responsible for the performance of the third-party services or servicers.
We have implemented security measures designed to secure your information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized persons will never gain access to your information, and you acknowledge that you provide your information at your own risk, except as otherwise provided by applicable law. We encourage use of strong passwords, changing passwords regularly, employing two factor authentication where possible and restricting access of your account to additional parties.
5 - How We Collect, Use and Share Information
In order to provide the Services, we may share information about you and your account with third parties, including but not limited to your bank and Purchaser(s).
1. Verification of Your Identity
In order to verify the information you submit via the account registration process as detailed in Section 2.1 (Generally) we may request information from various third parties, including credit bureaus and identity verification services. By accepting these Terms you authorize us to retrieve information about you by using third parties and acknowledge we may have to share the information you have previously submitted to do so.
From time to time, we may engage third parties in order to assist in different aspects of the provision of our Services to you. You acknowledge and agree your use of the Services may require we share your information with these third parties who may need to review your eligibility to use the Services according to their own verification procedures. In addition, we will take measures to verify your business bank account prior to activating your account.
6 - Limited Licence to use the Dello Suite
You agree and acknowledge that we own all right, title and interest to and in the Dello Suite, the associated software, technology tools and content, the Dello website, the content displayed on the website, and other materials produced by and related to Dello (collectively, “Works”). You are only permitted to use the Services and the Works to accept, receive and refund payments, according to these Terms. When you accept the Terms, we grant you a personal, non-exclusive, limited, revocable, non-sublicesnseable and non-transferable license to use the Works. You shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the Works or any portion thereof, or use the Works as a component or base for products or services prepared for commercial sale, sublicense, lease, access or distribution. You shall not prepare any derivative work based on the Works, nor shall you translate, reverse engineer, decompile or disassemble the Works. You are not authorized in any way to provide, sub lease, or resell the Dello Suite to any third party under any circumstance. Some trademarks displayed within the Dello Suite, such as those of app stores or certain blockchain product names may belong to third parties and are not licensed to you.
7 - Advertising
8 - Invoices & Settlement
1. Payment Pages and Exchange Rate Guarantee
Our hosted payments user interface (“UI”) shall be used. To request a payment from your Purchaser, you may post a request to us to collect a specific amount in your local currency, such as Dollars. We will pull the exchange rate, where applicable, and provide the payment instructions to you for you to display to the Purchaser. We offer the exchange rate to you as long as the Purchaser pays within the proper time window after the invoice is created. Invoice timeout information is clearly displayed on each payment page/screen. While we offer the exchange rate as long as the Purchaser pays within the proper time window, you agree that you assume the volatility risk of your local currency or the applicable cryptocurrency. For instance, if you ask us to collect $100 CAD, and the Purchaser sends the cryptocurrency equivalent within the time window, we guarantee you will receive exactly $100 CAD, minus our fee, if applicable. We do not, however, guarantee the value of fiat currencies (U.S. dollars, Canadian dollars, etc.) as compared to the value of applicable cryptocurrency received from a Purchaser, or the value of cryptocurrency as compared to the value of applicable fiat currency received from a Purchaser.
An invoice is considered “complete” by us if it has been fully paid by the Purchaser, the corresponding transaction has reached our required number of block confirmations, and the payment has been credited within your Account balance(s).
The number of confirmations required for a transaction depends on the blockchain being used and additional measures we take to assess risk. We employ techniques to detect payments that are at risk of never receiving the required number of block confirmations. Due to the nature of cryptocurrencies, these measures do not eliminate all risk associated with unconfirmed payments. Where you choose to fulfill a purchase and/or service with unconfirmed payments, you assume all risk and liability.
If a Purchaser sends an insufficient Network Fee along with the payment, there is no guarantee that the payment funds will be received, therefore we reserve the right to decline the payment. It is up to you to initiate a new transaction for the Purchaser to reattempt payment. If the funds from the declined payment are received, we will return these funds to the Purchaser, less any applicable Network Fee required to send the funds per our Purchaser Terms.
1. Merchant Fees
1. Processing Fee
We charge a processing fee for each payment successfully processed through your Account. These fees are deducted from your Account ledger balances. We reserve the right to change our fee structure and pricing. Your continued use of the Services after we notify you of any changes in our fees constitutes your acceptance of such change. Current pricing information is provided on the Dello website at dello.com/merchant-faq.
2. Refund Fees
If you issue a full or partial refund to a Purchaser following a successful payment, applicable refund fees will be deducted from your merchant ledger balance. The deduction is recorded as a separate entry in your Account ledger after the refund is executed.
2. Purchaser Fees
1. Miner Fees
The Purchaser pays a miner fee to send funds from his/her cryptocurrency wallet to fulfill a Dello payment.
2. Refund Fees
If a Purchaser’s transaction ends up as a Payment Exception (see Section 8.4, Payment Exceptions), we reserve the right to deduct the corresponding miner fee used to return the payment to the Shopper from the total refund amount.
3. Methods of Settlement
We will verify the Purchaser’s payments over the cryptocurrency peer-to-peer payment network and post the balance to your accounting ledger, according to your preference settings. The debits and credits to your accounting ledger are funds temporarily held by us and/or our technology partners until settlement to your bank account can take place. You can receive a settlement in your local currency only at this time. Dello does not offer or support settlement in cryptocurrencies at this time. You assume volatility risks of the currency in which you choose to settle.
1. Settlements in Local Currencies
Direct deposit to a bank account in a local currency may be available to merchants located in certain countries. To receive direct deposit settlements, Merchant must provide us with valid bank account information and keep such information current. We will send a direct deposit or wire transfer to your bank account to clear out your accumulated ledger at regular intervals or upon request from within your merchant dashboard. Minimum settlement amounts apply (see section 8.2.5); we will charge you the applicable wire fees. Settlements may come from a bank account under our control or that of a third party.
2. Your Bank Account
You must provide us with written notice at least one (1) business day prior to closing your bank account. If you wish to continue to receive direct deposits, you must provide us with information for a substitute bank account. You are solely liable for all fees and costs associated with your bank account and for all overdrafts. You are also liable to us for any fees that we may incur based on your provision of inaccurate information or instructions. You authorize us to initiate electronic credits to your bank account at any time, as necessary to process your transactions. We will not be liable for any delays in receipt of funds or errors in bank account entries caused by third parties. In addition to this agreement, you will sign a pre-authorized debit agreement giving Dello authority to debit your bank account for any amounts owing or negative balance at any time.
3. Settlements in Supported Cryptocurrency
Any supported cryptocurrency accepted by us on your behalf must be settled to a cryptocurrency wallet that you provide. Payments in any of the supported cryptocurrencies are sent to your designated wallet address upon request. We are not liable for any losses incurred as a result of improperly reported or designated wallet addresses that you provide.
4. Settlement Minimum
We only allow Merchants to request a settlement, or receive an automated settlement, if a balance is above the settlement minimum. The standard for settlement minimums are equivalent to $100 CAD, USD, etc.
4. Payment Exceptions
In certain situations, when an invoice is not fully paid, or overpaid, it will result in a payment exception. Payment exceptions can be resolved at the time of payment and may require the user to complete a separate refund transaction. Our system may send notifications and reminders for unresolved payment exceptions.
Underpayments occur when the Purchaser sends less than the full amount required to mark the invoice as fully paid. The Purchaser can send additional payment(s) to complete the purchase, or they may request a refund for the underpayment. The amount to be paid by the Purchaser to complete a payment will be in local currency equivalent to be paid in the same cryptocurrency as the previous transaction(s). If an underpayment refund is requested, the Purchaser will receive cryptocurrency equal to the total amount sent during the payment process.
Overpayments occur when the Purchaser sends more than the full amount required to mark the invoice as fully paid. The invoice status is considered “complete,” and excess funds will be refunded to the Purchaser. If the overpayment amount is lesser than the network or “gas” fees required to complete the refund, Dello reserves the right to not return the overpayment amount to the Purchaser.
3. Unsupported Payments
We do not own or control the underlying software protocols that govern the operation of cryptocurrencies supported on our platform. In general, the underlying protocols are open source, and anyone can use, copy, modify, and distribute them. Unless explicitly mentioned on our website or in our Terms, we do not support or process payments for unsupported payments, coins, tokens, or blockchain forks, collectively known as Unsupported Payments (“UP”). We decide, at our discretion, which payments, coins, tokens, or blockchain forks are unsupported.
For an overview of the currently supported cryptocurrencies, please refer to dello.com/merchants. Unless explicitly mentioned on our website or in these Terms, we do not support or process payments for any digital assets other than Bitcoin, Ethereum and Bitcoin Cash. Purchasers should not send UP to a Dello address. If a Purchaser transmits Unsupported Payments to us, the Purchaser may lose any perceived value in the UP. Additionally, the Merchant and the Purchaser agree that we assume no responsibility whatsoever with respect to UP and the Merchant and the Purchaser will not be able to recover the unsupported cryptocurrencies from us. We assume absolutely no responsibility whatsoever with respect to UP.
4. Unclaimed Property
If a payment exception is made and we receive cryptocurrency, and we are unable to contact you or the Purchaser and have no record of you or the Purchaser’s use of the Services for a period of time, applicable law may require us to report these funds as unclaimed property to the applicable jurisdiction. If this occurs, we will try to locate you or the Purchaser using the notification information shown in our records, but if we are unable to locate you or the Purchaser, we may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.
5. Certain Deferrals
If we need to conduct an investigation or resolve any pending dispute related to your Dello merchant account, we may delay settlement or restrict access to your funds while we do so. Additionally, we may delay settlement or restrict access to your funds if required to do so by law, court order or at the request of law enforcement.
Where investigation reveals that you are likely in breach of this agreement or local governing law your settlements will be delayed until such time as we have concluded our investigation.
6. Account Information
You will have access to account information detailing your ledger and transaction and settlement history through your merchant account. Should you identify an error, you must notify us within thirty (30) calendar days of the ledger entry posting, failure of which shall be deemed to constitute your acceptance of the accuracy of the ledger entry posting.
9 - Refunds and Adjustments
1. Refund Procedures
We facilitate cryptocurrency refunds on behalf of the Merchant. Merchant can decide to issue a partial refund or full refund. Refunds to the Purchaser will be sent in the cryptocurrency used in the original purchase in local currency equivalent. For example, if the original purchase was $100 CAD and paid in bitcoin, the Purchaser will receive $100 CAD worth of bitcoin based on our bitcoin exchange rate at the time the refund is issued. If Merchant does not have enough funds in their Dello merchant account to cover the refund and applicable refund fees, the refund will be denied.
When you initiate a refund, we will contact the Purchaser via a contact method provided by the Purchaser (e.g. an email address or phone number) during the payment process. Alternatively, on payment terminals/devices, Purchasers may request a QR code and passcode. The Purchaser will be directed to a unique web page, controlled by us, created for the sole purpose of the refund transaction. The Purchaser will have the opportunity to review the refund amount and must input a payment account or wallet address for the same currency they used to make the original purchase.
Additionally, at our sole discretion, we may require the Purchaser to provide valid and current/unexpired government issue photo ID prior to processing a refund. Note that if refund activity is high on your account, additional fees or restrictions may apply.
2. Disclosure of Your Refund Policy
We are not responsible for Merchant refund policies. We do suggest Merchants have a clear refund policy for their customers (including, if applicable, “No refunds are allowed as all sales are final”). For certain industries, a refund policy may not be applicable (e.g. where a service is provided).
3. Purchaser Complaints
Purchasers filing complaints with us about a purchase will be forwarded to you for resolution. We reserve the right to terminate accounts which receive excessive complaints.
4. Merchant Complaints
Merchants filing complaints regarding our processing service should submit complaints via email, phone or mail at firstname.lastname@example.org, 1-514-339-5200, or 6500 TransCanada Service Road, Suite 400, Pointe-Claire, QC H9R 0A5, respectively.
10 - Account Termination
1. Your Right to Close Your Account
These Terms apply only for as long as you use the Services. Once you cease using the Services, these Terms no longer apply, subject to Section 14.11 (Survival). You may close your Dello merchant account at any time. You will still be obligated to us for any fees incurred, if applicable, before the closure and we will remit to you funds not yet paid to you and associated with pre-closure sales. If your account balance is below our documented minimum transfer amount, you may be responsible for any applicable transaction fees that may be incurred in the funds transfer and these will be debited per the pre-authorized debit agreement between you and Dello.
2. Our Right to Close or Suspend Your Account
We may terminate your account, at our discretion, upon notice to you via email or phone communication. We may also suspend your access to the Services if we suspect that you have failed to comply with these Terms, pose an unacceptable fraud risk to us, or if you provide any false, incomplete, inaccurate or misleading information. We will not be liable to you for any losses that you incur in connection with our closure or suspension of your Account. Additionally, if your Account does not have a paid transaction for more than twelve consecutive months, we reserve the right to suspend your Account, disabling processing capabilities.
3. Effect of Account Closure
If your Account is closed, you agree: (a) to continue to be bound by these Terms, as required by Section 14.11 (Survival) (b) to immediately stop using the Services, (c) that the license provided under these Terms shall end, (d) that we reserve the right (but have no obligation) to delete all of your information and Account data stored on our servers except for those we are required to store by applicable law, and (e) that we shall not be liable to you or any third party for termination of access to the Services or for deletion of your information or Account data.
11 - Indemnification
You agree to indemnify Dello, its affiliated and related entities, and any of its officers, directors, employees and agents from and against any claims, costs, losses, liabilities, damages, expenses and judgments of any and every kind (including, without limitation, costs, expenses, and reasonable attorneys’ fees) arising out of, relating to, or incurred in connection with any claim, complaint, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) the products or services sold by you through the Services, including but not limited to any claims for false advertising, product defects, personal injury, death or property damage; or (d) any other party’s access or use of the Services with your account information.
12 - No Warranties
The Dello Suite is provided “as is”, without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose and non-infringement. In no event shall the authors of the software, copyright holders, or affiliates of Dello or their employees, consultants, officers or directors (“Representatives”) be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the Dello Suite or the use or other dealings in the Dello Suite.
In no event will Dello or its Representatives (as defined above), be liable to you or any third party for any use, interruption, delay or inability to use the Dello Suite, lost revenues or profits, delays, interruption or loss of services, business or goodwill, loss or corruption of data, loss resulting from system or system service failure, malfunction or shutdown, failure to accurately transfer, read or transmit information, failure to update or provide correct information, system incompatibility or provision of incorrect compatibility information or breaches in system security, or for any consequential, incidental, indirect, exemplary, special or punitive damages, whether arising out of or in connection with this agreement, breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not we were advised of the possibility of such damages.
We provide the Services on an “as is” and “as available” basis, and your use of the Services is at your own risk. To the maximum extent permitted by applicable law, we provide the Services without warranties of any kind, whether express or implied (including, without limitation, warranties of merchantability, fitness for a particular purpose, or non-infringement). Without limiting the foregoing, we do not warrant that the Services (and our website): will operate error-free or that defects or errors will be corrected; will meet your requirements or will be available, uninterrupted or secure at any particular time or location; are free from viruses or other harmful content. We do not endorse, warrant, guarantee or assume responsibility for any product or service offered or advertised by a third party through the services or through our website, and we will not be a party to nor monitor any interactions between you and third-party providers of products or services.
13 - Limitation of Liability
In no event will we be liable to you or any third party for any direct, indirect, special, incidental, consequential, exemplary or punitive damages or any loss, theft, disappearance, or damages for lost profits, lost revenues, lost data or other intangible losses that result from the use of, inability to use, or unavailability of the Services, regardless of the form of action and whether or not we knew that such damage may have been incurred. In no event will we be liable to you or any third party for any damage, loss or injury resulting from hacking, tampering, virus transmission or other unauthorized access or use of the Services, your Account, or any information contained therein. In no event will our liability for any damages arising in connection with the Services exceed the fees earned by us in connection with your use of the Services during the 6-month period immediately preceding the event giving rise to the claim for liability. The foregoing limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
14 - Miscellaneous
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of The Dello Suite and Services (“Taxes”). You are also solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.
As of the date reflected at the top of these Terms, if in a given calendar year you receive (i) more than $20,000 in gross amount of payments and (ii) more than 200 payments, Dello, or our partners, will report annually to the relevant tax authority (e.g. Canada Revenue Agency, Internal Revenue Service), as required by law, your name, address, employer identification number, the total dollar amount of the payments you receive in a calendar year and the total dollar amount of the payments you receive for each month in a calendar year. Our reporting obligation to the relevant tax authority may change depending on changes to applicable laws and regulations.
3. Assignment & Inurement
You may not transfer or assign any of your rights or obligations under these Terms to any parties without our prior written consent. You agree and acknowledge that we may assign or transfer our rights and obligations under Terms to any party, at our discretion. These Terms shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assign.
Should any provision of these Terms be determined to be invalid or unenforceable under any law, rule, or regulation, such determination will not affect the validity or enforceability of any other provision of these Terms.
Our failure to assert any right or provision in these Terms shall not constitute a waiver of such right or provision, and no waiver of any term shall be deemed a further or continuing waiver of such or other term.
6. Entire Agreement
You agree to accept communications from us in an electronic format, and agree that all terms, conditions, agreements, notices, disclosures or other communications that we provide to you electronically will be considered to be “in writing”.
8. Governing Law
These Terms will be interpreted and construed in accordance with the provincial laws of Quebec and the federal laws of Canada without reference to conflict of law or choice of law provisions, and applicable federal law. If a disagreement or dispute in any way involves the Services or these Terms and cannot be resolved between you and us with reasonable effort, the disagreement or dispute shall be resolved exclusively by final and binding arbitration by the Canadian Arbitration Association (“CAA”), and will be conducted before a single arbitrator pursuant to the applicable Arbitration Rules established by the CAA. You agree that the arbitration shall be held in Quebec, Canada, or at any other location that is mutually agreed upon by you and us. You agree that the arbitrator will apply the laws of Canada and will honor and agree to all applicable statutes of limitation. You agree that, unless prohibited by law, there shall be no authority for any claims to be arbitrated on a class or representative basis, and arbitration will only decide a dispute between you and us. Arbitration proceedings must be initiated within one (1) year after the disagreement or dispute arises. If for any reason this arbitration clause is not applicable, then each party, (i) to the fullest extent permitted by applicable law, hereby irrevocably waives all right to trial by jury in relation to any issue relating to these Terms or any other matter involving the parties, and (ii) submits to the exclusive jurisdiction and venue of the courts located in the city of Montreal, province of Quebec, (iii) agrees that under no circumstance shall there be a class arbitration in relation to these Terms or any dispute resulting from them.
We may update or change these Terms from time to time by posting the amended Terms on our website and updating the “Last updated” date at the beginning of these Terms. Such updates or changes shall be effective at the time of posting. If you continue to use the Services after we provide notice of such changes, your continued use constitutes an acceptance of the amended Terms and an agreement to be bound by them. If you do not agree to the amended Terms, you must close your Dello merchant account per the termination section of this agreement and discontinue your use of the Services.
10. Force Majeure
Neither you nor we will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, non-performance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control; provided that the party has procedures reasonably suited to avoid the effects of such acts.
The provisions of Sections 3.4 (Representations and Warranties), 4.2 (Security), 6 (6. Limited Licence to use the Dello Suite), 7 (Advertising), 8.5 (Certain Deferrals), 11 (Indemnification), 12 (No Warranties), 13 (Limitation of Liability), and 14.8 (Governing Law) shall survive the termination of these Terms.
12. Binding Agreement
The terms and provisions of this Agreement are binding upon your heirs, successors, assigns, and other representatives. This Agreement may be executed in counterparts, each of which shall be considered an original, but both of which constitute the same Agreement.
You assume any and all risks associated with the use of the Dello Suite. We reserve the right to modify this Agreement from time to time.