Terms and Conditions

1. Introduction and Acceptance

1.1 What these Terms cover. These Terms of Service (the Terms) govern your access to and use of the Paxtra website at www.usepaxtra.com, our applications, and the transaction-facilitation and payment-facilitation services we make available through them (together, the Platform and the Services).

1.2 A binding agreement. These Terms are a legally binding agreement between you and Paxtra Inc. (Paxtra, we, us or our). Please read them carefully, especially the sections on our role (section 6), disputes (section 14), chargebacks (section 16), limits on liability (section 32) and disputes with Paxtra (section 35).

1.3 How you accept. You accept these Terms when you do any of the following: create an Account, access or use the Platform, create or accept a Transaction, make or receive a Payment, or click or tick a box indicating acceptance. If you do not agree, do not use the Platform.

1.4 Electronic acceptance. You agree that acceptance by electronic means (including clicking “I agree”, continuing to use the Platform or completing a Transaction) is as effective as a handwritten signature, and that Paxtra may keep electronic records of your acceptance, including the version accepted, date, time and device or network information.

1.5 Acting for a business. If you use the Platform for a business, you confirm that you are authorised to bind that business, and “you” includes both you personally (as the person using the Platform) and that business.

1.6 Other policies. The following form part of these Terms and are incorporated by reference: the Privacy Policy, Cookie Policy, Dispute Resolution Policy, Fee Schedule, Payment Processing Disclosures, Refund and Cancellation Summary, Acceptable Use and Prohibited Goods and Services Policy, and Complaints Procedure (the Policies). If a Policy conflicts with these Terms on the same subject, these Terms prevail unless the Policy says otherwise and is more favourable to you.

1.7 Changes to these Terms. We may amend these Terms from time to time, for example to reflect changes in law, our Services, Payment Providers or risk. We will give notice of changes by email, in-app notice or a prominent notice on the Platform.

1.8 Material changes. For a change to these Terms that materially and adversely affects your rights or obligations, or for an increase in Fees, we aim to give at least 30 calendar days’ notice before it takes effect, unless the law requires a different period or the change is needed sooner for security, fraud-prevention or legal compliance reasons. Fee increases apply to future Transactions only.

1.9 Effect on existing Transactions. A change applies to Transactions created after it takes effect. For a Transaction already in progress, the version of the Terms in force when the Transaction was created applies, except where a change is required by law or a Payment Provider.

1.10 Continued use. If you do not agree to a change, you may close your Account before it takes effect (subject to section 28.8). Continued use of the Platform after the effective date means you accept the updated Terms.

2. Definitions

Capitalised terms have the meanings below. Other terms are defined where they first appear.

3. Eligibility

3.1 Age and capacity. You must be at least 18 years old and have reached the age of majority where you live, whichever is higher, and have the legal capacity to enter a binding contract. Minors may not open an Account or enter into Transactions. You may visit the public website without an Account, subject to our Privacy Policy.

3.2 Individuals and businesses. Individuals may use the Platform for personal or business purposes. Businesses (including corporations, partnerships and sole proprietors) must be validly organised and in good standing, and any person acting for a business must be an authorised representative.

3.3 Canadian Users. Paxtra’s live payment services are planned to launch in eligible Canadian provinces, excluding Quebec. Quebec may be added later. Some features, Payment Methods or limits may depend on your province, your verification status and your Payment Providers’ requirements.

3.4 Users outside Canada. Our website can be accessed from other countries. Access to the website is not the same as being eligible to use live payment services. Section 22 explains where services are available. If you use the Platform from outside Canada, you are responsible for making sure your use is lawful where you are.

3.5 Restricted persons and places. You may not use the Platform if you are subject to economic sanctions or trade restrictions that apply to Paxtra or its Payment Providers, are located in or ordinarily resident in a jurisdiction we or our Payment Providers restrict, or are listed on a sanctions or restricted-party list.

3.6 Verification. Use of the Platform may be conditional on identity, business and payment verification under section 4. We may refuse or end access where verification is not completed or not satisfactory to us.

3.7 Accurate information. You must give accurate, current and complete information. Providing false, misleading or incomplete information is a breach of these Terms.

3.8 One Account. You may hold only one personal Account, and one Account per business entity, unless we agree otherwise in writing. Duplicate, linked or fraudulent Accounts may be merged, restricted or closed, and Transactions between related or controlled Accounts may be cancelled or held.

3.9 Right to restrict. Paxtra may restrict or refuse service by country, region, Payment Method, Seller category, User or Transaction type, at any time, where we reasonably consider it necessary for risk, legal, compliance, Payment Provider or operational reasons.

4. Account Registration and Security

4.1 Registration. To use the Platform you must register an Account and give the information we reasonably request, which may include your legal name, date of birth, address, email, phone number, government-issued identification, business details and payout details.

4.2 Verification and KYC. You authorise Paxtra and its service providers to verify your identity and the information you give, including through identity-verification providers, credit-reporting-style or fraud-prevention services (where permitted by law and without affecting your credit score unless disclosed), banks and public databases. We may repeat verification at any time.

4.3 Business verification. For a business Account we may require corporate documents, evidence of authority, information about directors, officers and persons who own or control the business (beneficial ownership information, where applicable), the nature of its activities and its tax or business numbers.

4.4 Additional information. We may ask for further information or documents at any time, including proof of address, source of funds, proof of ownership of Payment Methods, proof of fulfilment and information about your business. You must respond within the time we specify, and we may restrict your Account until you do.

4.5 Security. You are responsible for keeping your login credentials, devices and verification methods secure and for all activity under your Account, except to the extent caused by our own breach of these Terms or negligence. You must use any multi-factor authentication we require.

4.6 No sharing or impersonation. You must not share your Account, let anyone else use it, sell or transfer it, or impersonate another person or business, or falsely suggest you are affiliated with anyone.

4.7 Unauthorised access. You must tell us immediately at support@usepaxtra.com if you suspect your Account has been compromised or used without authority. We may suspend your Account, hold Payouts and reverse or cancel Transactions to protect you, other Users or Paxtra. You must cooperate with our investigation.

4.8 Contact details. You must keep your contact and payout details current. We are entitled to rely on the contact details and payout details on your Account, and we are not responsible for missed notices or misdirected Payouts caused by outdated or incorrect details you gave us.

4.9 Failure to verify. If verification cannot be completed, or the results are unsatisfactory to us acting reasonably, we may decline to open your Account or may restrict, suspend or close it. Where we hold funds that belong to you and are required to return them, we will do so as set out in section 28, subject to law and our compliance obligations.

5. How Paxtra Transactions Work

5.1 Overview. A Transaction normally follows these steps. We may vary them by Transaction type, risk level, Payment Method or Payment Provider requirements.

Creation. A Buyer or Seller creates a Transaction on the Platform and invites the other party.

Terms recorded. The Transaction records the description of the Goods or Seller Services, the Transaction Amount, the currency, the delivery or performance terms and timelines, and any inspection or Review Period.

Acceptance. The other party reviews and accepts the Transaction. Until both parties have accepted, no Payment is due.

Payment. The Buyer pays using a Payment Method supported at the time. Payment is processed through our Payment Providers.

Seller notification. When the Payment is confirmed, we notify the Seller that the Transaction is funded. A funded Transaction is not a guarantee that funds will in fact be released to the Seller (see sections 7 and 8).

Fulfilment. The Seller delivers the Goods or performs the Seller Services as agreed and keeps evidence of doing so.

Confirmation. The Buyer confirms satisfactory receipt or completion, or the Review Period ends without a Dispute.

Release and Payout. Funds are released and paid out to the Seller under section 8, less Fees and any other amounts permitted by these Terms.

Disputes, refunds and cancellations. If something goes wrong, the parties may use sections 12 to 15.

5.2 The parties’ own agreement. The Buyer and Seller are solely responsible for agreeing accurately and completely on the terms of their underlying sale, including description, quality, quantity, price, delivery method and timing, return rights and warranties. You must make sure the Transaction record accurately reflects what you have agreed. If it does not, you should not accept it or pay.

5.3 Review before acting. Before accepting a Transaction or paying, you must review the Transaction details, including the Transaction Amount, Fees, timelines and descriptions. Acceptance or payment is treated as confirmation that the details are correct.

5.4 Changes. Changes to a Transaction after acceptance (for example price, description or timeline) are effective only if both parties approve them on the Platform. We may decline to process a change.

5.5 Paxtra is not a party to the underlying sale. The contract for the supply of Goods or Seller Services is solely between the Buyer and Seller. Paxtra does not become a party to it, or assume any obligation under it, by facilitating a Transaction or Payment.

5.6 Records. Records kept by Paxtra of Transactions, communications and evidence on the Platform are, absent obvious error, evidence of their contents. You may not rely on records that were not submitted through the Platform unless we agree to consider them.

6. Paxtra’s Role

6.1 What Paxtra does. Paxtra provides technology that helps Buyers and Sellers record a Transaction, arrange payment through Payment Providers, and use a structured process for release, refund and dispute handling. We may also provide verification, fraud-screening and dispute-administration tools.

6.2 What Paxtra is not. Unless we expressly say otherwise in writing, Paxtra:

is not the Buyer or the Seller, and is not an agent or representative of either;

does not make, own, store, inspect, ship or sell any Goods, and does not perform Seller Services;

does not control or guarantee the quality, safety, legality, authenticity, description or delivery of any Goods or Seller Services;

does not guarantee that a Seller will perform or that a Buyer will pay, accept or behave honestly;

does not guarantee that any User is who they say they are, or is trustworthy or creditworthy;

is not responsible for statements, promises or representations made by any User outside the Platform, including on social media or messaging apps; and

is not responsible for conversations or arrangements between Users that occur outside the Platform.

6.3 Our role and regulatory status. Paxtra is a technology and payment-facilitation platform. Paxtra is not a bank or deposit-taking institution. Payments are processed through Stripe, and Paxtra initiates authorised transfers through Stripe once release conditions are met. Paxtra does not describe itself as operating an independent escrow service, and nothing in these Terms makes Paxtra a trustee or fiduciary or creates a trust over any funds. How funds are held while a Transaction is in progress depends on Paxtra’s payment arrangements with Stripe and these Terms. Paxtra is assessing the regulatory requirements that apply to its payment activities, and will offer live payment services only once the registrations, approvals and arrangements that apply to it are in place. Nothing in these Terms states that Paxtra holds any licence or registration.

6.4 Verification and dispute tools are not guarantees. Features such as identity verification, fraud checks, Seller badges, ratings and Dispute handling help reduce risk but do not eliminate it. They are not guarantees, insurance, warranties or endorsements, and you must not treat them as such.

6.5 Reliance and judgement. You remain responsible for deciding whether to transact with another User. A Transaction that we allow to proceed, or a Payment that we process, is not a confirmation that the Transaction is lawful, genuine or protected.

7. Payment Terms

7.1 Supported Payment Methods. At launch we expect to support credit cards, debit cards, Apple Pay and Google Pay, where Stripe, your device, your card issuer and your location support them. Interac and bank transfers are not offered at launch. We may add, change or remove Payment Methods at any time.

7.2 Authorisation. By paying, the Buyer authorises Paxtra and its Payment Providers to charge or debit the selected Payment Method for the Transaction Amount, Fees, taxes and any other amount due under these Terms, and to process any Refund, reversal or adjustment. The Buyer confirms they are authorised to use the Payment Method.

7.3 Cards and digital wallets. Card and wallet payments are subject to the rules of the relevant card network, issuer, wallet provider and Payment Provider. The Buyer must use only cards and wallets that belong to them, or that they are authorised to use, and must not use stolen, counterfeit or unauthorised instruments.

7.4 Payment Providers. Payments are processed by Payment Providers. Their terms may apply to you, and you agree to comply with them. We may change Payment Providers at any time, and we may share information with them as needed to provide the Services and meet legal obligations (see section 27).

7.5 Failed or declined payments. If a Payment fails, is declined or cannot be verified, the Transaction will not be treated as funded and the Seller should not fulfil it. Paxtra is not responsible for a Seller’s decision to ship or perform before a Transaction is confirmed as funded.

7.6 Verification and delays. We and our Payment Providers may verify Payments before or after they are accepted. Payments, settlement and Payouts may be delayed by banks, card networks, Payment Providers, weekends and holidays, fraud or compliance checks, technical problems and other causes outside our reasonable control.

7.7 Currency and foreign exchange. Transactions in the initial pilot are in Canadian dollars (CAD). Where Stripe converts currencies, the exchange rate and any conversion charge are set by Stripe and shown to you where practicable before you confirm. Rates may differ from market rates and may change. Showing a currency does not mean live payment services are available in every country that uses it.

7.8 Processor and bank fees. Fees charged by Payment Providers, banks or card networks, including for returned or failed payments, may be passed on to the User responsible, as set out in section 11 and the Fee Schedule.

7.9 Taxes. Amounts shown may be exclusive of taxes. See section 21.

7.10 Limits. Payments, Payouts and Transactions are subject to limits under section 20.

7.11 Holds. We may delay, hold, restrict or stop a Payment, a Payout or a Transaction, in whole or part, where we reasonably consider it necessary for any of the following: fraud prevention, risk management, compliance with law or a Payment Provider’s requirements, sanctions screening, investigation of suspicious activity, a pending Dispute or Chargeback, technical problems or a legal order. We will, where reasonably practicable and lawful, tell you that a hold has been placed and what we need from you to review it. We are not required to tell you details that would compromise an investigation or security, or where law prohibits it.

7.12 Reserves. Paxtra does not impose a general reserve on all Sellers during the initial pilot. Ordinary release restrictions apply. Where our payment-processing arrangements and the law allow, we may in future require a Seller to maintain a reserve, or delay Payouts, based on risk factors such as new Account status, Dispute or Chargeback history, Transaction value, the category of Goods or Seller Services, or Payment Provider requirements. We will tell the Seller the key terms of any reserve. Stripe may also impose its own restrictions independently, and we do not promise that reserves or restrictions will never apply.

7.13 Payment reversals. A Payment may be reversed by a Payment Provider, bank or card network after it was accepted, including through a Chargeback. Section 16 applies.

7.14 Mistaken and duplicate payments. If a Payment is made in error, is duplicated or exceeds the amount due, you must notify us promptly. We may reverse or refund the excess or erroneous amount, and recover it from the User who received it if already paid out. Where a Payment is sent to the wrong recipient because of incorrect details you supplied, we are not liable for the loss, but will reasonably help you try to recover it.

7.15 Instructions to hold and release. By creating or accepting a Transaction, each of the Buyer and Seller authorises Paxtra to instruct Stripe to hold, restrict, release, refund and transfer the funds for that Transaction in accordance with these Terms, including following a Dispute decision, to the extent permitted by our payment-processing arrangements and the law. Paxtra facilitates payment requests between Buyers and Sellers. Payments are processed through Stripe under the applicable payment-processing arrangements. The legal effect of payment, settlement and transfer is governed by the applicable agreements and payment-network rules.

8. Release of Funds

8.1 When funds may be released. Funds are released to the Seller only in accordance with this section 8. Release is not a guarantee of Payout (see sections 7.11 and 8.8).

8.2 Release on Buyer confirmation. Funds will be released after the Buyer confirms on the Platform that the Goods or Seller Services were received or completed to the Buyer’s satisfaction.

8.3 Evidence of delivery or completion. Where the Transaction type allows, credible evidence of delivery or completion (for example carrier delivery confirmation, or a completion notice that identifies the agreed work) may start the Review Period, once the Buyer has been notified. Evidence is assessed under the Dispute Resolution Policy.

8.4 Review Period and release without confirmation. Each Transaction has a Review Period, disclosed before payment. For physical products it is 3 Business Days after confirmed delivery. For services it is 5 Business Days after the Seller reports completion and notifies the Buyer, identifying the agreed work or deliverables. The Review Period does not start merely because the Seller marks the Transaction as fulfilled: the Buyer must have received a delivery or completion notice, and for products credible delivery confirmation must be available. If the Buyer reports a problem during the Review Period, we pause release while the matter is reviewed, where technically and legally permitted. We may release funds without the Buyer’s express confirmation only if: the Review Period has expired; at least 7 calendar days have passed since the first fulfilment notice; the Buyer has received the required notifications; there is credible evidence of delivery or completion (for services, the Seller’s own statement is not enough); no Dispute is open; no material fraud indicator or payment restriction exists; and release is permitted under these Terms and our Stripe arrangements. Explicit Buyer confirmation may allow earlier release, subject to fraud checks and payment restrictions. This is a conditional process, not an unconditional automatic release, and we do not promise release where Stripe or the law prevents it. We may set a different Review Period for a type of Transaction or a risk level, and will disclose it before payment.

8.5 No delivery evidence. If the Seller does not fulfil the Transaction within the agreed timeline, or if delivery cannot be evidenced, the Buyer may open a Dispute or cancel under section 12, and no automatic release will occur on the basis of delivery.

8.6 When release will not occur. We may refuse or delay Release, in whole or part, where:

a Dispute is open;

we suspect fraud, collusion, a Prohibited Transaction or a breach of these Terms;

we need to complete a compliance, sanctions or risk review;

we receive a court order, legal notice or request from a regulator or law enforcement agency that we are required to follow;

a Chargeback or Payment reversal has been, or is likely to be, initiated; or

a Payment Provider requires it.

8.7 Transaction-specific release periods. We may set different release conditions and Review Periods for different Transactions, categories of Goods or Seller Services, Users or risk levels, including longer periods for high-risk or high-value Transactions (see section 17.8). The applicable terms will be shown before the Transaction is accepted.

8.8 Payout timing. After Release, a standard payout is expected to arrive approximately 2 to 7 business days later, depending on Stripe’s payout schedules, banks, weekends and holidays, and verification requirements. This is an estimate, not a guarantee. Payouts are made only to a verified payout account in the Seller’s name, unless we agree otherwise.

8.9 Deductions. The amount paid out may be reduced by Fees, taxes, Refunds, amounts owed under section 29 and any other amount you owe under these Terms.

8.10 Correction of errors. If we release, refund or pay out an amount by mistake, or in a way that does not follow these Terms or a Dispute decision, we may correct it, including by reversing the payment, recovering the amount from the recipient and deducting it from other funds due to them. The recipient must return any amount it is not entitled to promptly on request.

9. Buyer Responsibilities

9.1 As a Buyer, you must:

give accurate Transaction information and review the Transaction details before you pay;

pay only with legitimate Payment Methods that you are entitled to use, and never with stolen, counterfeit or unauthorised cards, accounts or wallets;

inspect the Goods or Seller Services promptly on delivery or completion;

confirm receipt or open a Dispute within the Review Period or other deadline that applies;

give honest and complete evidence, and cooperate with our reviews and investigations;

not falsely claim non-delivery, non-performance or that Goods are not as described;

not abuse Chargebacks, and in particular not seek both a Refund through Paxtra and a Chargeback or other reversal for the same Transaction (see section 16.4); and

comply with applicable law.

9.2 If you receive Goods or Seller Services and also receive a Refund or return of funds, you must not keep both. You agree to return or repay any amount you receive in excess of what you are entitled to.

10. Seller Responsibilities

10.1 As a Seller, you must:

describe Goods and Seller Services accurately and completely, including known defects, limitations and material conditions;

have the legal right and authority to sell what you offer, including title to Goods and any required licences or permits;

supply genuine Goods and Seller Services, and fulfil Transactions as agreed and within the agreed timelines;

keep evidence of fulfilment (such as tracking numbers, delivery confirmation, photos, invoices and completion records) for three years after the Transaction is completed, or longer where a dispute, investigation, legal obligation or preservation notice requires it, and provide it when we ask;

give tracking information where Goods are shipped, using a trackable method for Goods above the value we specify;

cooperate with Disputes and investigations;

comply with all laws that apply to your business and Transactions, including consumer protection, sale of goods, product safety, advertising, privacy, tax and licensing laws;

not sell Prohibited Transactions or items;

not misrepresent Goods, Seller Services, your identity or your business, and not manipulate, alter or fabricate evidence or tracking information; and

not ask or encourage a Buyer to pay outside the Platform for a Transaction that was introduced or created through the Platform, to avoid Fees or Paxtra’s rules.

10.2 Shipping risk. Unless the Transaction states otherwise, the Seller bears the risk of loss or damage to Goods until delivery to the Buyer. We recommend that Sellers use tracked and insured shipping and require signature for high-value items.

11. Fees

11.1 Fees. Paxtra charges Transaction Fees, and may charge other service fees. They are set out in the Fee Schedule at www.usepaxtra.com/payments, which forms part of these Terms, and are shown to you before you accept or approve a Transaction.

11.2 Who pays. Buyers pay the price agreed with the Seller and no additional Paxtra platform fee. Sellers pay the Transaction Fee, which is deducted from the Transaction Amount before the Seller receives their net entitlement. Paxtra intends to pay Stripe’s standard processing charges from its fee revenue.

11.3 When payable. The Transaction Fee is calculated when the Transaction is agreed and deducted from the Seller’s proceeds, as set out in the Fee Schedule.

11.4 Refundability. Once a Seller’s proceeds have been released, Paxtra’s fee is generally not refundable, including where the Seller later refunds the Buyer. Where a Buyer is refunded before release, Paxtra does not collect its fee on the refunded amount. For a partial refund, the fee is the same rate applied to the amount released to the Seller, and never more than that amount. Paxtra bears Stripe’s processing charges. We refund a fee where the law requires it, where Paxtra made an error, or where the Transaction expressly says so.

11.5 Third-party and processing fees. Payment Providers, banks and card networks may charge processing, foreign exchange, payout, returned-payment or Chargeback fees. We may pass these on to the User responsible, as shown in the Fee Schedule or the Transaction.

11.6 Taxes on Fees. Applicable taxes, including GST/HST, may be charged in addition to the published Fee unless the Fee Schedule states that taxes are included. Where taxes apply to a Fee, they are shown in the fee breakdown.

11.7 Changes to pricing. We may change Fees. Changes apply from the effective date shown in the Fee Schedule and not retrospectively. A Transaction keeps the fee, currency and Fee Schedule version in force when it was agreed. Where the law or a contract requires advance notice of a change, we give it by email, in-app notice or notice on the Platform before the change takes effect.

12. Cancellations

12.1 Before payment. Either party may cancel a Transaction before the Buyer has paid, by notice on the Platform.

12.2 After payment, before shipment or start. After the Buyer has paid, the Transaction may be cancelled (a) by mutual agreement on the Platform, (b) by the Seller at any time, which results in a full Refund of the Transaction Amount to the Buyer, or (c) by the Buyer, only if the Seller has not shipped the Goods or started the Seller Services and the Seller approves, or the Seller has missed the agreed timeline. Sellers who repeatedly cancel funded Transactions may be restricted.

12.3 After shipment or commencement. A Transaction cannot be cancelled by the Buyer unilaterally once the Goods have shipped or the Seller Services have begun. In that case the Buyer’s remedy is a Dispute under section 14, if eligible.

12.4 Cancellation by Paxtra. We may cancel a Transaction, in whole or part, at any time if we reasonably believe it is a Prohibited Transaction, involves fraud or error, cannot be completed lawfully, or is required to be cancelled by a Payment Provider, regulator or court order. If we cancel, we will refund the Buyer where we are able and permitted to do so.

12.5 Fees on cancellation. Section 11.4 applies.

13. Refunds

13.1 Seller-approved refunds. A Seller may agree to refund all or part of a Transaction Amount through the Platform. Refunds that a Seller approves are processed in accordance with this section.

13.2 Dispute refunds. Refunds may also be made following a Dispute under section 14, or after a cancellation under section 12.

13.3 Full and partial refunds. A Refund may be full or partial. A partial Refund releases the rest of the Transaction Amount to the Seller, unless the Transaction is otherwise held or in Dispute.

13.4 Method. Refunds are returned to the original Payment Method wherever possible. If the original Payment Method is closed, expired, restricted or otherwise unavailable, we may refund to another method you nominate that we can verify as yours, or we may hold the Refund until you give us valid details. We are not responsible for refunds that fail because the original method is unavailable, provided we have taken reasonable steps.

13.5 Timing. We will start a Refund promptly after it is approved or determined. Refunds ordinarily appear in the original payment account within approximately 5 to 10 business days after successful processing. The time depends on Stripe, the payment method and the receiving financial institution. It is an estimate, not a guarantee.

13.6 Non-refundable amounts. Section 11.4 sets out when Paxtra’s fee is and is not collected or returned. Where a Refund is paid in a different currency, the amount received may differ because of exchange rates.

13.7 Payment Provider restrictions. Refunds are subject to Payment Provider and card-network rules, including time limits on card refunds.

13.8 Statutory rights. Nothing in these Terms removes or limits any right you have under mandatory consumer protection, sale of goods or other law that cannot lawfully be excluded or waived. Where such law gives you a right against the Seller or against Paxtra, that right remains.

14. Disputes Between Buyer and Seller

14.1 Purpose. This section sets out how Paxtra administers Disputes between a Buyer and a Seller about a Transaction. It is a platform process designed to reach a fair, practical outcome quickly. It is not a court, tribunal or arbitration, and it does not replace the parties’ own agreement or their legal rights (section 14.26).

14.2 Encourage direct resolution first. Before or after opening a Dispute, Buyers and Sellers should try to resolve the issue directly through the Platform’s messaging tools. Opening a Dispute does not stop them from settling.

14.3 When a Dispute may be opened. A Buyer may open a Dispute on a funded Transaction after payment and before the Review Period ends (or, if no Review Period applies, before Release). A Seller may open a Dispute only in the limited cases the Platform allows, such as where a Buyer has not responded, has made a claim the Seller believes is false, or has not returned Goods as required.

14.4 Deadline. A Buyer must open a Dispute within the Review Period. For non-delivery or non-completion, the Buyer should ordinarily open a Dispute within 7 calendar days after the latest agreed delivery or completion date (the agreed completion date, for services). We may decline a Dispute opened late unless the Buyer shows reasonable cause and the funds have not been released. These deadlines do not override statutory consumer rights, card-network dispute rights or other mandatory protections.

14.5 Eligible reasons. A Dispute may be opened for any of the following reasons, if supported by evidence:

the Goods were not received;

the Goods are materially different from the description in the Transaction;

the Goods are counterfeit or not authentic;

the Goods arrived damaged, or were damaged in a way not disclosed;

the delivery is incomplete (missing items or quantity);

the Seller Services were not provided;

the Seller Services are materially different from what was agreed; or

the Payment was not authorised by the Buyer (where applicable; see also sections 16 and 17).

14.6 Reasons that may not qualify. A Dispute may be declined if it is based on any of the following:

a change of mind, buyer’s remorse or failure to read the Transaction description;

differences that are minor, subjective or disclosed in the description;

Goods that match the description but do not meet an expectation not recorded in the Transaction;

delays caused by the Buyer, such as an incorrect address or failure to collect;

ordinary wear, misuse or damage caused after delivery;

a claim on a Transaction that has already been released or settled; or

anything that is not a good-faith claim about the Transaction.

14.7 How to open a Dispute. A Dispute is opened on the Platform by selecting the Transaction, choosing a reason and giving a clear description, the outcome sought and supporting evidence.

14.8 Evidence in general. The party who asserts a fact must support it with reasonable evidence. All evidence must be genuine, complete, unaltered and submitted through the Platform. We may consider all reasonably available evidence, and are not limited to one type of proof.

14.9 Buyer evidence. The Buyer may need to provide: a clear description of the problem; photos or videos of the Goods and packaging (including labels, damage and any unboxing); proof of non-receipt, where relevant; messages with the Seller; the Transaction description; invoices, receipts or proof of price; and, for Seller Services, evidence of what was agreed and what was or was not delivered.

14.10 Seller evidence. The Seller may need to provide: proof of shipment and delivery (tracking number, carrier confirmation, signature, delivery photo); proof the Goods match the description (photos, serial numbers, receipts or proof of authenticity); proof of service completion (deliverables, logs, timestamps, client confirmation); messages with the Buyer; and invoices and receipts.

14.11 Tracking. Tracking information must be genuine, linked to the Transaction and match the delivery address agreed. Tracking showing delivery to the agreed address is strong but not conclusive evidence of delivery. Tracking that shows delivery to a different address, no scan, or inconsistent information may be treated as evidence against the Seller.

14.12 Off-platform communications. Messages, screenshots and call or social-media records from outside the Platform may be submitted as evidence. We may give them less weight than evidence on the Platform, because they cannot always be verified, and may disregard any that appear edited, incomplete or unreliable.

14.13 Expert evidence. For high-value, technical or authenticity Disputes, we may ask a party to provide, at its own cost, a report from a suitably qualified independent expert (for example an authentication or valuation report), or we may seek such a report ourselves and share the cost as we reasonably decide.

14.14 Response deadlines. Once a Dispute is opened, we will notify the other party, who has 3 Business Days after notice to respond, giving their account and evidence. Evidence is due within 3 Business Days of a request, and we ordinarily allow another 3 Business Days for additional evidence we ask for. We may allow a reasonable extension where justified. We aim to decide within 10 Business Days after the evidence process is complete, which is a target and not a guarantee, and we may extend our review once by up to 5 Business Days. Non-response alone does not decide the outcome.

14.15 Failure to respond. If a party fails to respond or give requested information in time, we may decide the Dispute on the information we have, including in favour of the other party.

14.16 Further information. We may at any time ask either party for more information, documents or clarification, and may speak to each party separately. A party who refuses to cooperate without good reason may lose the Dispute.

14.17 Holding of funds. While a Dispute is open, Paxtra may delay, restrict or suspend the transfer or payout of the disputed Transaction proceeds to the extent permitted by our payment-processing arrangements, applicable agreements and law. Paxtra does not operate an independent escrow service or hold funds in a dedicated trust account.

14.18 How we decide. We will consider the evidence provided by both parties, the Transaction record, these Terms and our Policies, and any other information we reasonably have. We will make our decision on the balance of probabilities, acting reasonably and in good faith. A decision is based on the information reasonably available to us at the time and is not a finding of fact for any other purpose.

14.19 Possible outcomes. Following review, we may decide:

a full Refund to the Buyer;

a partial Refund to the Buyer, with the balance released to the Seller;

Release of the full Transaction Amount to the Seller;

a split settlement, where we reasonably consider it fair and it is permitted by law and Payment Provider rules;

a return of Goods with a Refund following the return (section 15);

a requirement for further performance by the Seller within a set period; or

any other outcome we reasonably consider fair and consistent with these Terms.

14.20 Implementing the outcome. We will notify both parties of the decision and a brief summary of the reasons. We will carry out the decision within a reasonable time, subject to sections 7.11 and 16.

14.21 False or manipulated evidence. If a party submits false, altered, misleading or fabricated evidence, or lies to us, we may decide the Dispute against that party, recover our costs and losses, suspend or close their Account, withhold funds, report the conduct to Payment Providers, law enforcement or regulators where lawful, and take any other action permitted by these Terms or law.

14.22 Dispute abuse. The following are prohibited, and we may take action under section 14.23 where we reasonably suspect any of them:

a Buyer falsely claiming non-delivery, non-conformity or damage;

a Seller falsely claiming delivery, or giving false, fake or irrelevant tracking, or false proof of service;

altered screenshots, edited photos or videos, or other manipulated evidence;

collusion between a Buyer and Seller, or between linked Users, to obtain funds or Refunds, or to manipulate Disputes or ratings;

repeated or serial Disputes without good grounds, or Disputes opened to delay Release;

using multiple Accounts or related Accounts to avoid limits, bans or Dispute history;

initiating a Chargeback or reversal after receiving, or while seeking, a Paxtra Refund for the same Transaction;

a Seller withdrawing, moving or dissipating funds in anticipation of a Dispute known to the Seller, or acting to defeat a hold;

attempting to circumvent a hold, restriction or Review Period;

Transactions between related, controlled or linked Accounts, or Transactions used merely to move money rather than buy or sell genuine Goods or Seller Services; and

false claims of returning Goods, or returning different or damaged Goods.

14.23 Action on abuse. For Dispute abuse we may: decide the Dispute against the offending party; cancel or reverse Transactions; withhold or recover funds; reduce limits or lengthen release periods; restrict or close the Account and linked Accounts; refuse future service; and report to Payment Providers, regulators or law enforcement as permitted by law. We may count abuse across linked Accounts.

14.24 Final decisions. Subject to sections 14.25 and 14.26, our Dispute decision is final as between Buyer and Seller on how the Transaction funds are handled on the Platform.

14.25 Reconsideration. A party may ask us to reconsider a decision once, within 7 calendar days of receiving it, where there is a material error in the decision, relevant new evidence that was not reasonably available before, a procedural irregularity, or evidence of fraud or deliberate misrepresentation. Someone who did not make the original decision will consider the request, wherever reasonably practicable. Reconsideration does not remove any external legal, regulatory or payment-network rights. Once funds are paid out, we may be unable to reverse a decision.

14.26 Your other rights. Our decision does not override, and you do not waive, any right you may have under applicable law, including rights against the other party in court or small claims, statutory consumer rights, and any rights under card-network or bank dispute rules that cannot lawfully be waived. A court order, a regulator’s direction or a Payment Provider or card-network decision may override our decision (see section 16).

14.27 Voluntary settlement and withdrawal. Parties may settle at any time on the Platform. A Buyer may withdraw a Dispute before we decide it, in which case the Transaction proceeds to Release under section 8, unless it is held for another reason.

14.28 Not insurance. Our Dispute process is not an insurance product or guarantee. We do not promise to recover your money in any case, and we are not responsible for a Seller’s or Buyer’s failure to comply with our decision except as stated in these Terms.

14.29 Sharing of Dispute material. We may share a party’s Dispute submissions and evidence with the other party and with Payment Providers to the extent needed to decide the Dispute or respond to a Chargeback, and we may redact personal or sensitive information that is not needed. Dispute material is handled in line with the Privacy Policy.

15. Returns Following Disputes

15.1 Return requirement. Where our Dispute decision, or the parties’ agreement, requires Goods to be returned before a Refund is paid, the Buyer must return the Goods on the conditions in this section. We may require return where Goods are of significant value, are claimed to be not as described, damaged, incomplete or counterfeit, or in any other case we consider appropriate.

15.2 Deadline. The Buyer must dispatch the Goods within 7 calendar days after receiving the return instructions, which specify the destination and any tracking requirements. We may extend the deadline where reasonably justified. If the Buyer does not, we may decide that the Refund is reduced or not payable, as the Dispute Resolution Policy provides. This deadline does not override mandatory statutory return rights. Section 15.5 allocates return shipping costs.

15.3 Tracked return and proof. Returns must be made using a trackable method (and with signature on delivery for high-value items, where we require it). The Buyer must give us and the Seller the tracking number and proof of postage on the Platform. Funds may be held until the Seller receives or has had a reasonable opportunity to receive the Goods.

15.4 Condition. Returned Goods must be in substantially the same condition as received, with original packaging and accessories where reasonably possible. The Buyer is responsible for damage or loss in transit of returned Goods unless caused by the Seller.

15.5 Return shipping costs. The Seller pays reasonable return shipping costs where the Goods were not received as described, are counterfeit, damaged on arrival (other than because of the Buyer) or the Seller is otherwise at fault. The Buyer pays return shipping where the return is for a reason that does not qualify as a Dispute, or the Buyer is otherwise at fault. We may decide to split costs.

15.6 High-value items. For high-value Goods, we may require insured shipping, signature confirmation, photos or video of packing, or inspection by an independent third party before Refund.

15.7 Seller refuses delivery. If a Seller refuses or fails to accept a properly sent return without good reason, the Buyer’s Refund will not be delayed, and we may recover the Refund from the Seller (section 29).

15.8 Returns that do not match. If the Goods received by the Seller are not the Goods sent, are materially damaged beyond what was reported, or are counterfeit or altered, we may reduce or refuse the Refund, retain funds, and treat the matter as Dispute abuse (section 14.22).

15.9 Goods we cannot require returned. We may decide that Goods need not be returned, or should be destroyed or retained by a competent authority, where they are counterfeit, unsafe, illegal or of negligible value.

15.10 Returns and law. Nothing in this section limits any right of return, refund or cancellation that a Buyer has under mandatory consumer law.

16. Chargebacks and Payment Reversals

16.1 What this covers. This section applies to any Chargeback or reversal of a Payment, including those initiated by a Buyer, cardholder or account holder through their bank, card issuer, card network, digital wallet or other Payment Provider (for example a PayPal-style provider dispute), and any bank recall or reversal.

16.2 Payment Provider decisions can override ours. Chargebacks and reversals are decided by the Payment Provider, issuer or card network under their own rules, not by Paxtra. Their decision may override our Dispute decision, and may require funds to be returned to the Buyer even after we have released or paid out funds to the Seller. We are not responsible for their decisions, and you agree to be bound by the outcome as between you and Paxtra.

16.3 Use Paxtra’s process first. Buyers are encouraged to use the Paxtra Dispute process (section 14) before contacting a bank or card issuer. Nothing in these Terms stops a Buyer from exercising any right they have to dispute a charge with their bank or issuer where that right cannot lawfully be waived.

16.4 No double recovery. A Buyer must not recover the same money twice. If a Buyer receives a Paxtra Refund (or has an open Paxtra Dispute) and also starts a Chargeback or reversal for the same Transaction, we may: notify the Payment Provider and give them our records; treat the Chargeback as unjustified; recover from the Buyer any amount received twice; and suspend or close the Buyer’s Account.

16.5 Cooperation and evidence sharing. You must cooperate promptly with us and Payment Providers in any Chargeback, including by providing evidence on request within the deadline we set (often short). You authorise us to share Transaction records, communications, evidence, Account information and identity information with Payment Providers, card networks and issuers to respond to or defend a Chargeback or reversal.

16.6 Suspension during Chargebacks. While a Chargeback or reversal is open or likely, we may hold or withhold the related Payout, deduct the amount from other funds due to the User, and restrict the Account to the extent reasonably necessary.

16.7 Seller liability. A Seller is responsible for a Chargeback or reversal on a Transaction in which they were the Seller, including the amount reversed and the processing or dispute fees charged by Stripe or a card network, where the Seller is contractually responsible and the charge is permitted by law. This applies even where we have already paid out the funds. A Seller does not bear a Chargeback to the extent it resulted from Paxtra’s own error or breach of these Terms, including a Paxtra technical error or an unauthorised Platform charge.

16.8 Buyer liability. A Buyer who initiates a fraudulent or unjustified Chargeback, or receives money twice, must repay us any amount we are required to pay or lose because of it, plus Chargeback and Payment Provider fees.

16.9 Recovery of amounts owed. Amounts owed under this section are debts you owe to Paxtra. Section 29 (negative balances and recovery) applies.

16.10 Chargeback fees. We may recover from the Seller the processing or dispute fees that Stripe or a card network charges for a Chargeback on the Seller’s Transaction, where the Seller is responsible and the law permits. Paxtra adds no administrative chargeback penalty during the initial pilot. Where a Chargeback results mainly from a Paxtra technical error or an unauthorised Platform charge, Paxtra bears the cost. Any recoverable fee is disclosed in the Fee Schedule or these Terms.

16.11 Fraudulent Chargebacks. A Chargeback made in bad faith (for example a false claim of non-delivery or unauthorised use) is a breach of these Terms, and we may take action under sections 14.23 and 28.

16.12 Our role in contesting. We may, but are not obliged to, contest a Chargeback on a User’s behalf or give them information to do so. We do not guarantee the outcome.

16.13 Limits. Subject to section 32, we are not liable to you for any loss from a Chargeback or reversal that was not caused by our breach of these Terms or negligence.

17. Fraud Prevention and High-Risk Transactions

17.1 Our rights. We, and our Payment Providers, use a range of measures to detect and prevent fraud, misuse and illegal activity. You consent to those measures, which may include any of the following, to the extent permitted by law:

automated fraud detection and risk scoring;

manual review of Accounts, Transactions and evidence;

transaction monitoring and velocity checks (the number, size and frequency of Transactions);

identity, document and business verification;

collecting and analysing device, browser, IP address and network information;

linking Accounts that appear to be connected; and

sharing information with Payment Providers, fraud-prevention services and, where permitted, other platforms and authorities.

17.2 Conduct we look for. We are concerned in particular about: stolen or compromised payment instruments; fake delivery or fake tracking; collusion between a Buyer and Seller; money laundering and terrorist financing; account takeover; synthetic or false identities; false documentation; and any suspicious activity.

17.3 Actions we may take. Where we reasonably suspect fraud or a breach of these Terms, we may, without prior notice where necessary: delay or hold Transactions, Payments or Payouts; ask for further information or documents; restrict, suspend or close Accounts (including linked Accounts); cancel Transactions; reverse or refuse Payouts; refund Buyers; and report suspicious activity to Payment Providers, regulators or law enforcement where required or permitted by law.

17.4 Confidentiality of our methods. We are not required to tell you how our fraud-detection systems work, which signals triggered a review, or why a particular action was taken, where doing so would compromise security or an investigation, or where we are not permitted to by law. We will tell you what we reasonably can, including what you can do to resolve a hold.

17.5 Good-faith decisions. Fraud-prevention tools can make mistakes. Where we act in good faith on a reasonable suspicion, we are not liable for the effects of a delay or restriction, except as required by law. We will review a restriction promptly where you give us information showing it is unwarranted.

17.6 Your cooperation. You must cooperate with our fraud checks and investigations and must not try to avoid, defeat or interfere with them, including by creating new Accounts.

17.7 Responsibility to stay alert. You remain responsible for using reasonable judgement and for protecting yourself from scams, including by not sharing your login details, not paying outside the Platform and being careful about pressure to ship or pay quickly.

17.8 High-risk Transactions. We may treat a Transaction, User, Seller category or Payment Method as high-risk based on factors such as value, new or unverified Accounts, Dispute or Chargeback history, type of Goods or Seller Services, the destination or origin, or Payment Provider guidance. For high-risk Transactions we may impose additional requirements, including:

enhanced identity or business verification;

longer Review Periods and release periods;

proof of delivery, including tracked or signature-confirmed shipping;

additional evidence from the Seller (such as proof of authenticity, ownership or source);

lower Transaction limits;

temporary Payout holds; and

the refusal of the Transaction.

17.9 No guarantee of protection. The fact that we allow a Transaction to proceed does not mean it is lawful, genuine, low-risk or covered by any particular level of protection. We do not guarantee that any Transaction will be free from fraud or loss.

18. AML, Sanctions and Regulatory Compliance

18.1 Our compliance commitment. We aim to comply with the laws that apply to us and our Payment Providers, including laws on anti-money laundering, counter-terrorist financing, sanctions, payment services, consumer protection and privacy.

18.2 Regulatory status. Paxtra is assessing the regulatory requirements that apply to its payment activities, including under the Retail Payment Activities Act and Canada’s money services business rules. Live payment services remain switched off until the applicable requirements are met. Paxtra does not claim any licence, registration or exemption, and using Stripe does not give Paxtra an exemption.

18.3 Information and verification. To meet legal obligations and Payment Provider requirements, we may collect, verify and keep information about you, your business, beneficial owners, authorised representatives, Transactions and the source and destination of funds. You must give us accurate information promptly.

18.4 Monitoring and blocking. We may monitor Accounts and Transactions, screen against sanctions and watch lists, and block, delay, refuse, reverse or cancel any Transaction, Payment or Payout that we reasonably consider may breach law, sanctions or a Payment Provider’s requirements.

18.5 Reporting. We may be required by law to report suspicious transactions or other information to authorities, and to do so without telling you. We may also share information with Payment Providers and authorities as permitted by law. We will not be liable for making a report in good faith.

18.6 Sanctions. You must not use the Platform in a way that would breach sanctions that apply to Paxtra or its Payment Providers, including by dealing with sanctioned persons, countries or regions or evading sanctions.

18.7 Funds frozen. Where we are required to freeze or block funds by law or by order, we will do so and may be unable to tell you why or for how long.

18.8 Changes in law. We may change the Platform, our requirements or these Terms as needed to comply with new or changed laws or Payment Provider requirements.

19. Prohibited Activities and Transactions

19.1 What you must not do. You must not use the Platform to create, accept, pay for, receive or facilitate any of the following:

illegal goods or services, or goods or services that require a licence you do not have;

controlled drugs and substances, drug paraphernalia, or unlawful pharmaceuticals;

firearms, weapons, ammunition, explosives and related items that cannot lawfully be sold;

stolen property or goods obtained through crime;

counterfeit, pirated or infringing goods;

fraudulent services, scams or misleading offers;

money laundering, terrorist financing or sanctions evasion;

human trafficking, exploitation or abuse of any kind;

illegal sexual services or content, or any content involving minors;

unlawful gambling, pyramid or Ponzi schemes, fraudulent investments or deceptive financial schemes;

infringement of intellectual property or other rights;

stolen credit card or financial information, or account credentials;

sale of Accounts or access to the Platform or third-party platforms;

Transactions designed to move money rather than buy or sell genuine Goods or Seller Services, including self-payments, artificial, round-trip or collusive Transactions, and Transactions with yourself or your related Accounts;

cash, cash equivalents, gift cards, prepaid cards or virtual currency, where we or our Payment Providers restrict them; or

any activity prohibited by our Payment Providers, card networks or by applicable law.

19.2 Acceptable Use Policy. We may publish and update an Acceptable Use and Prohibited Activities Policy listing further prohibited or restricted items and activities, which forms part of these Terms.

19.3 Our rights. If we reasonably believe a Transaction or User is in breach of this section, we may take any action described in sections 14.23, 17.3 and 28, including cancelling the Transaction, refunding the Buyer, withholding funds and reporting the matter to authorities.

19.4 Responsibility. You are responsible for making sure your Goods, Seller Services and conduct are lawful. Our processing of a Transaction does not mean we have approved the Goods or Seller Services.

20. Transaction Limits

20.1 Limits we may set. We may set, change and apply, at any time and without prior notice where reasonably necessary, limits on: minimum and maximum Transaction Amounts; the number or value of Transactions and Payments per day, month or other period; Payout amounts and frequency; Account-specific, Seller-specific and new-User limits; and risk-based limits.

20.2 Basis. Limits may depend on risk, verification status, Payment Method, Dispute and Chargeback history, regulatory requirements, Payment Provider requirements, or operational factors.

20.3 Display. We will show applicable limits on the Platform or tell you on request, except where disclosure would compromise security or compliance.

20.4 No avoidance. You must not split, structure or time Transactions to avoid limits or checks.

20.5 Pilot limits. During the initial pilot, a Transaction must be between C$10 and C$500, in Canadian dollars, and Canadian-issued cards and supported digital wallets are prioritised. Higher amounts are not available until the necessary commercial, operational, technical and regulatory approvals are complete.

21. Taxes

21.1 Your responsibility. You are responsible for all taxes, duties and reporting obligations that apply to your Transactions and activities, including GST/HST, provincial sales taxes, income taxes, customs, import duties and any similar charges, and for deciding whether to charge, collect and remit sales tax on your sales.

21.2 Paxtra’s role. Paxtra does not give tax advice. We may collect, deduct, report or remit taxes where required by law, and may ask you for tax information (for example a business or tax number). We may issue tax documents for Fees we charge.

21.3 Withholding. If law requires us to withhold or report amounts, we may do so and will not be liable to pay you the amount withheld.

22. Cross-Border and International Use

22.1 Canada-based. Paxtra is a Canadian company and its Services are designed primarily for Users in Canada.

22.2 Availability.

Paxtra is based in Canada and makes its website accessible internationally. However, the availability of account registration, payment processing, payment methods, currencies, seller onboarding, identity verification and payouts varies depending on the customer’s location, applicable laws, regulatory requirements and the capabilities of our payment service providers, including Stripe.

The display of a particular currency or the accessibility of the Paxtra website from a country does not guarantee that Paxtra’s payment services are available in that jurisdiction.

Paxtra may restrict, suspend or decline services in certain countries or territories where payment processing, payouts, compliance requirements or other operational conditions cannot be satisfied.

22.3 Your responsibility. If you use the Platform from outside Canada, or transact with someone outside Canada, you are responsible for deciding whether that use is lawful in your country, including import and export, consumer, tax, customs and currency-control laws, and for complying with them.

22.4 Currencies and Payment Methods. Available currencies and Payment Methods may be limited by country. Foreign exchange conversion may apply and may involve charges and unfavourable rates (section 7.7).

22.5 International payment restrictions. International Payments and Payouts may be delayed, restricted or refused because of sanctions, correspondent-bank requirements, local law or Payment Provider rules, and may take longer than domestic ones.

22.6 Country restrictions. We may block, restrict or end access, Payment Methods or Transactions involving any country, region or User, at any time, including for sanctions, risk or Payment Provider reasons.

22.7 Local consumer rights. If you are a consumer outside Canada, mandatory consumer rights under your local law may still apply to you, despite these Terms, where that law cannot be waived by contract. Live payment services are not available outside the supported locations described in section 22.2.

23. Third-Party Services

23.1 Integrations. The Platform works with and depends on third-party services, including Payment Providers, card networks, banks, digital wallets, identity-verification providers, fraud-prevention providers, cloud and hosting providers, delivery and tracking services and social media platforms (Third-Party Services).

23.2 Third-party terms. Third-Party Services are provided under their own terms and privacy policies, which may apply to you when you use them through the Platform. We do not control them.

23.3 No responsibility for third parties. To the extent permitted by law, we are not liable for any outage, delay, error, restriction, decision or failure of a Third-Party Service, or for any loss resulting from it, except where caused by our breach of these Terms or negligence.

23.4 Changes. We may add, change or remove Third-Party Services at any time. These Terms continue to apply regardless of which Third-Party Services we use.

23.5 No endorsement. References to Third-Party Services do not mean we endorse them or any User who uses them.

24. Social Media and Off-Platform Transactions

24.1 Independent of social platforms. Paxtra is independent of, and is not affiliated with, sponsored by or endorsed by, Facebook, Instagram, TikTok, WhatsApp, X, or any other social media or messaging platform, unless we expressly say so. Those platforms do not endorse Paxtra, and a Transaction that began on one does not mean they approve it.

24.2 Conversations outside Paxtra. Many Transactions begin through off-platform conversations. We cannot see or verify conversations, promises or agreements that took place outside the Platform, and we are not responsible for them.

24.3 Make your Transaction record accurate. You must make sure the Transaction description and terms on Paxtra accurately reflect your agreement with the other party. Terms that are agreed only off-platform may carry less weight in a Dispute.

24.4 Off-platform messages as evidence. We may consider messages and other material from social platforms as evidence in a Dispute, as set out in section 14.12.

24.5 Platform outages and bans. We are not responsible for any social media account being suspended, banned, hacked or deleted, for posts or messages being removed, or for outages of social platforms, or for any loss that results.

24.6 Use of third-party names. Third-party names and logos are the property of their owners and are used only to identify those services.

25. Intellectual Property

25.1 Ownership. The Platform, including the Paxtra name, logo, trademarks, software, interfaces, designs, content, databases and systems (Paxtra IP), is owned by or licensed to Paxtra and is protected by intellectual property laws.

25.2 Limited licence. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Platform for its intended purpose, in line with these Terms.

25.3 Restrictions. You must not, and must not help others to:

copy, modify, distribute or create derivative works of the Paxtra IP;

reverse engineer, decompile or disassemble the Platform, except to the limited extent applicable law allows despite this restriction;

scrape, harvest or extract data, or use bots, crawlers or other unauthorised automated tools to access the Platform;

clone, mirror or frame the Platform or create a competing service using Paxtra IP;

remove proprietary notices; or

use the Paxtra name, logo or trademarks without our written permission, or in a way that suggests endorsement.

25.4 Feedback. If you give us suggestions or feedback, we may use them without obligation to you.

26. User Content

26.1 What this covers. User Content means anything you submit to the Platform, including Transaction descriptions, images, documents, Dispute evidence, messages, reviews and profile information.

26.2 Your ownership. You keep ownership of your User Content.

26.3 Licence to Paxtra. You grant Paxtra a worldwide, non-exclusive, royalty-free, sublicensable (to Payment Providers and other service providers) licence to host, store, process, reproduce, display, transmit and use your User Content to operate the Platform and provide the Services, including to process Transactions, decide Disputes, prevent fraud, comply with law and enforce these Terms, and to share relevant User Content with the other party in a Transaction or Dispute and with Payment Providers. Reviews and public profile content may be displayed to other Users.

26.4 Your promises. You promise that you have the rights needed to submit your User Content and give us this licence, that it is accurate and not misleading, and that it does not infringe anyone’s rights or break the law, including privacy and intellectual property rights, and does not include other people’s personal information that you have no right to share.

26.5 Removal. We may remove or restrict User Content that breaches these Terms or the law, or that we reasonably consider harmful, and we may keep copies as needed for Disputes, legal and compliance purposes.

27. Privacy, Data and Electronic Communications

27.1 Privacy Policy. Our Privacy Policy explains how we collect, use, disclose and protect personal information, and it forms part of these Terms. These Terms do not replace the Privacy Policy. If there is a conflict about personal information, the Privacy Policy prevails.

27.2 What we collect and why. We collect and use personal information (including identity, contact, device, payment and Transaction information, and information in Dispute evidence) to provide the Services, verify identity, process Payments, prevent fraud, comply with law, resolve Disputes, communicate with you and improve the Platform.

27.3 Sharing. We may share information with Payment Providers, identity and fraud-prevention services, service providers, the other party in a Transaction (to the extent needed), professional advisers, and regulators, courts and law enforcement as required or permitted by law.

27.4 International processing. Your information may be processed and stored outside your province or Canada, including by service providers in other countries, where it may be subject to local laws and access by authorities there. The Privacy Policy explains more.

27.5 Retention. We keep information for as long as needed for the purposes described in the Privacy Policy and as required by law, including AML record-keeping and Dispute or Chargeback periods.

27.6 Other people’s information. If you give us personal information about another person (for example a business representative), you confirm you are allowed to do so and have told them how it will be used.

27.7 Electronic communications. You agree to receive electronic communications from us, including transactional emails and messages, security alerts, Account notices, Dispute and Payment updates and legal notices, by email, in-app notice, SMS where you have given us your number, or posting on the Platform. We may treat electronic notices as delivered when sent to the contact details on your Account or posted on the Platform. You can withdraw consent to receive electronic communications by closing your Account, but we may still need to send you notices required by law or relating to your Account.

27.8 Marketing. We will send you marketing messages only where we have your consent, or where permitted under Canada’s Anti-Spam Legislation (CASL) and other law. You can unsubscribe at any time using the link in the message or in your Account settings. Unsubscribing from marketing does not stop service and transactional messages.

28. Suspension, Restriction and Termination

28.1 Our rights. We may, at any time and where we reasonably consider it necessary, do any of the following to your Account, a Transaction or your use of the Platform: suspend or restrict functionality; stop or cancel Transactions; hold or delay Payouts (where lawful); require verification or more information; terminate your Account; and refuse service.

28.2 Reasons. Reasons may include: fraud or suspected fraud; suspicious activity; excessive Disputes or Chargebacks; Prohibited Transactions or goods; illegal activity; sanctions or compliance concerns; threats, harassment or abuse of Paxtra, staff or Users; false or misleading information; regulatory risk; Payment Provider requirements; non-payment of amounts owed; breach of these Terms or our Policies; or inactivity.

28.3 Notice. Where reasonably practicable and lawful, we will tell you why action was taken and what you can do to resolve it. We may act without notice where we reasonably consider that notice would create risk, compromise an investigation or is prohibited by law. You may ask us to review a restriction by contacting support@usepaxtra.com, and we will consider it in good faith.

28.4 Pending Transactions. If we suspend or terminate your Account, pending Transactions may be cancelled, held, completed or refunded as we reasonably decide. In general, Buyers are refunded where Goods or Seller Services have not been delivered or the Transaction cannot lawfully proceed. Funds in Disputes remain subject to section 14.

28.5 Remaining balances. After termination, we will pay out to you any legitimate balance that is owed to you, subject to: completion of any Disputes, Chargebacks, investigations or compliance reviews; set-off of amounts you owe us (section 29); our legal obligations, orders and Payment Provider requirements; and verification of your Payout details. Where law requires us to freeze or hold funds, we may do so.

28.6 Refusal of service. We may refuse to open an Account or process any Transaction for any lawful reason.

28.7 Termination without cause. We may end your Account without cause on at least 30 days’ notice to you, except where a shorter period is needed for a reason in section 28.2.

28.8 Closing your Account. You may close your Account at any time by contacting us or using Account settings, provided that you have no open Transactions, Disputes, holds or amounts owed. You must complete, cancel or resolve those first. Closing your Account does not cancel any obligation that arose before closure.

28.9 Unclaimed funds. If we hold funds for you that we cannot pay out because we cannot contact you or verify your details, we will make reasonable efforts to contact you and will handle the funds as applicable law, the relevant Stripe arrangements and any mandatory unclaimed-property requirements require. We do not treat such funds as Paxtra’s property, and we do not promise to hold them indefinitely.

29. Negative Balances and Recovery

29.1 Amounts you owe. You are responsible for, and agree to pay us on demand, any amount that arises because of: Refunds; reversals; Chargebacks; fraud or misuse by you; Fees; erroneous or duplicate Payments or Payouts; fines, penalties or assessments imposed by Payment Providers or card networks because of your Transaction or conduct; and compensation we are required to pay to anyone because of your Transaction, conduct or breach of these Terms. Amounts you owe are a debt owed to Paxtra.

29.2 Negative balance. If amounts owed exceed funds due to you, your Account may have a negative balance, which you must repay promptly. We do not charge interest on negative Seller balances during the initial pilot. We may recover reasonable collection costs only where the contract and the law allow, and we will tell you the amount owed and the reason.

29.3 Recovery methods. Subject to applicable law, we may recover amounts you owe by: deducting them from future Payouts or other funds we hold for you (including across linked Accounts that you control); charging or debiting your Payment Method or Payout account where you have authorised us to; setting off amounts you owe against amounts we owe you; and taking collection action, including engaging collection agents or bringing legal proceedings. You must pay our reasonable costs of collection to the extent permitted by law.

29.4 Consumer protections. Nothing in this section authorises recovery methods that are prohibited by consumer-protection, debt-collection or privacy laws.

30. Your Acknowledgements

By using the Platform, you acknowledge and agree that:

Paxtra reduces transaction risk but cannot remove all risk;

you remain responsible for using reasonable judgement before you transact with anyone;

the Paxtra Dispute process is not insurance;

Paxtra does not guarantee that you will recover your money in every circumstance;

a successful Payment does not prove that a Seller is legitimate;

identity verification is not an endorsement of any User; and

a Dispute decision is based on the information reasonably available to Paxtra at the time.

31. No Warranty

31.1 As is. To the maximum extent permitted by law, the Platform and Services are provided “as is” and “as available”. We do not promise that the Platform will be uninterrupted, secure or error-free, or that it will meet your needs.

31.2 Specific exclusions. To the extent permitted by law, we do not give any warranty or condition about: the reliability, identity, honesty or performance of any Buyer or Seller; the accuracy, completeness or legality of User Content; Third-Party Services; or the availability of the Platform or any Payment Method. We exclude all implied warranties and conditions, including of merchantability and fitness for a particular purpose, to the extent allowed.

31.3 What we do not exclude. We do not exclude or limit any warranty, condition, guarantee or right that applicable law (including consumer protection and sale of goods legislation) does not allow us to exclude or limit.

32. Limitation of Liability

32.1 Excluded losses. To the maximum extent permitted by law, Paxtra and its directors, officers, employees, affiliates and agents are not liable for any indirect, incidental, special, consequential, exemplary or punitive loss, or for loss of profits, revenue, business, goodwill, reputation or data, arising out of or in connection with these Terms or the Platform, however caused, even if we were told it might occur.

32.2 Matters outside our control. Without limiting section 32.1, and to the extent permitted by law, we are not liable for loss caused by: the acts or omissions of another User (including a Buyer’s or Seller’s failure to perform, fraud or misrepresentation); Third-Party Services, including Payment Providers, banks and card networks, and social media platforms; unauthorised access to your Account that was not caused by our breach of these Terms or negligence and was outside our reasonable control; delays, outages or service interruptions; or events described in section 37.

32.3 Cap. To the maximum extent permitted by law, our total aggregate liability to you for all claims arising out of or in connection with these Terms, the Platform or any Transaction, whether in contract, tort (including negligence), statute or otherwise, is limited to the greater of: (a) the total Fees you paid to Paxtra in the 12 months before the event giving rise to the first claim; and (b) CAD $500. Where Transaction funds are lost because of Paxtra’s own error, our liability for that loss is limited to the amount of the affected Transaction. This section limits liability for the Platform service only. It does not limit any obligation Paxtra legally owes to return or account for funds.

32.4 What is not limited. Nothing in these Terms excludes or limits liability for: fraud or fraudulent misrepresentation; wilful misconduct or gross negligence; death or personal injury caused by negligence; or any liability that cannot lawfully be excluded or limited, including under applicable consumer protection legislation or, in Quebec, the Civil Code of Québec and the Consumer Protection Act.

32.5 Reasonableness. You acknowledge that the Fees reflect this allocation of risk and that the limits in this section are reasonable, to the extent the law allows.

33. Indemnification

33.1 Indemnity by Sellers and business Users. To the extent permitted by law, a Seller or business User will indemnify and hold harmless Paxtra and its directors, officers, employees, affiliates and agents from third-party claims, and related losses, liabilities, fines, penalties, damages and reasonable legal costs, arising from the Seller’s or business User’s unlawful conduct, material breach of these Terms or our Policies, Prohibited Transactions, Goods or Seller Services, infringement of third-party rights, or tax obligations. Buyers. A Buyer indemnifies Paxtra only for losses arising from the Buyer’s deliberate fraud, unlawful conduct or material breach of these Terms, to the extent the law permits.

33.2 Process. We will tell you promptly of any claim we want you to cover (though a delay does not release you except to the extent you are prejudiced), allow you to take part in the defence where appropriate, and will not settle a claim at your cost without consulting you, where reasonably practicable. We may take over the defence of any claim at our cost if you do not do so promptly.

33.3 Limits. You are not required to indemnify us to the extent a claim is caused by our own fraud, wilful misconduct, gross negligence, negligence or breach of these Terms. Consumers’ rights under consumer-protection law are preserved.

34. Consumer Protection

34.1 Mandatory rights preserved. If you are a consumer, nothing in these Terms removes or limits the rights, remedies or protections you have under consumer-protection, sale of goods, privacy, payment-card or other law that cannot lawfully be excluded, waived or limited by contract. Where a provision of these Terms would be unenforceable against you for that reason, it applies only to the extent allowed.

34.2 Provincial variation. Consumer protection law varies between provinces and territories. Where mandatory local law gives you additional rights, those rights apply to you in addition to these Terms. We will add the provincial information that applies as provinces are added to the supported list.

34.3 Seller consumer law. Sellers who deal with consumers are responsible for complying with consumer-protection law in their dealings, including disclosure, refund and warranty obligations. Paxtra is not responsible for a Seller’s compliance.

35. Disputes Between You and Paxtra

This section applies to legal disputes between you and Paxtra. It is separate from the Buyer–Seller Dispute process in section 14.

35.1 Contact us first. If you have a complaint or dispute with Paxtra, contact us first at support@usepaxtra.com (or privacy@usepaxtra.com for privacy matters) and describe the problem and what you want us to do. We acknowledge complaints within 2 Business Days and aim to give a substantive response within 15 Business Days, with updates if more investigation is needed. See the Complaints Procedure.

35.2 Formal written notice. If your complaint is still unresolved 30 calendar days after you raised it, you may give formal written notice describing the issue and the remedy sought, and we will try in good faith to resolve it by negotiation for a further 30 days. This does not prevent you from exercising statutory rights, contacting a competent regulator, using small claims court or going to court, and it does not stop either of us from seeking urgent relief.

35.3 Mediation. If negotiation does not resolve the dispute, we may both agree to try mediation before a mutually acceptable mediator, sharing the cost equally. Neither of us is required to agree to mediation.

35.4 Courts and statutory rights. You keep your right to bring a claim in a court with jurisdiction, including small claims court, and to complain to a regulator or consumer-protection authority. We do not require arbitration, and we do not include a class-action waiver.

36. Governing Law and Jurisdiction

36.1 Governing law. These Terms, and any dispute arising from them or the Platform, are governed by the laws of the Province of Alberta and the federal laws of Canada that apply there, without regard to conflict-of-laws rules.

36.2 Courts. Subject to section 35 and to any mandatory consumer rights, the courts of Alberta have exclusive jurisdiction, and each of us submits to them. This does not stop either of us from enforcing a judgment elsewhere.

36.3 Mandatory consumer rights. If you are a consumer, nothing in this section removes the benefit of mandatory consumer-protection law of your province or territory of residence, or your right to bring proceedings in the courts of the place you live where that law allows. This includes, for Quebec residents, the right to bring a claim before the courts of their district.

36.4 No override of mandatory protections. Nothing in this section implies that Alberta law overrides mandatory protections that apply to you elsewhere.

37. Force Majeure

37.1 Events outside our control. We are not liable for any failure or delay in performing our obligations under these Terms, and a failure or delay is not a breach, where it results from events reasonably outside our control, including: internet, telecommunications or power failures; outages of cloud infrastructure, hosting or other service providers; banking, payment-network or Payment Provider outages or restrictions; cyber incidents not caused by our negligence; actions of governments, regulators or courts; natural disasters, fire, flood, epidemic or pandemic; strikes or labour disputes; war, terrorism or civil unrest.

37.2 Our efforts. We will take reasonable steps to limit the effect of such an event and resume performance as soon as reasonably practicable.

37.3 Payment obligations. This section does not excuse a User’s obligation to pay amounts owed.

38. Platform Changes

38.1 Changes we may make. We may modify, add, remove or discontinue any feature, function, Payment Method, limit or part of the Platform or Services, run tests or pilots with some Users, or discontinue the Services entirely.

38.2 Notice. Where a change materially and adversely affects you, we will give notice that is reasonable in the circumstances (and at least 30 days where law requires), except where a shorter period is needed for security, fraud, compliance, Payment Provider or legal reasons.

38.3 Discontinuation. If we discontinue the Services, we will give notice and will deal with pending Transactions and balances in line with section 28.

38.4 Account reliability and Trust Score (future). Paxtra may in future introduce account reliability or Trust Score features. They are not operating today. If Paxtra introduces them, it will first publish updated rules and give you clear information, as the law requires, and the features will be subject to applicable law. They may inform proportionate risk-management measures, such as extra verification, risk-based reviews or changes to limits, but decisions that significantly affect you will involve human review. They do not override your statutory rights or the dispute procedures in these Terms, and Paxtra will not penalise you through undisclosed automated decisions. See section 22.0 of the Dispute Resolution Policy.

39. Assignment

39.1 By Paxtra. We may assign, transfer or novate these Terms, in whole or part, to an affiliate or to a successor in a merger, acquisition, restructuring, sale of assets or business, or corporate reorganisation, on notice to you where practicable. If you do not agree to an assignment, you may close your Account.

39.2 By you. You may not assign, transfer or sublicense your Account or any of your rights or obligations under these Terms without our written consent. Any attempt to do so is void.

40. Severability and No Waiver

40.1 Severability. If a court or tribunal finds any part of these Terms invalid, illegal or unenforceable, that part will be limited to the minimum extent necessary (or removed), and the rest of the Terms will remain in force.

40.2 No waiver. Our failure or delay in enforcing a provision or exercising a right is not a waiver of it. A waiver is effective only if in writing and signed or sent by us. A waiver on one occasion is not a waiver on any other occasion.

41. Entire Agreement

41.1 These Terms, together with the Policies and the Transaction details you accept on the Platform, are the entire agreement between you and Paxtra about the Platform and replace any earlier understanding about the same subject.

41.2 You are not relying on any statement or promise not set out in these Terms or our Policies, except to the extent of fraud or where law does not allow us to rely on this clause.

41.3 These Terms are available in English. Nothing in them attempts to waive any mandatory language rights that apply to you where you live.

42. Survival

The following survive closure of your Account and termination of these Terms, along with any other provision that by its nature should: sections 7.13 and 7.14 (reversals and mistaken payments); 11 (Fees owed); 14 (as to Disputes arising from Transactions made before closure); 16 (Chargebacks); 18 (compliance); 25 and 26 (intellectual property and User Content licence for existing content); 29 (amounts owed and recovery); 31, 32 and 33 (warranty, liability and indemnity); 34 to 36 (consumer protection, disputes with Paxtra, governing law); and this section 42.

43. Contact Information