Terms and Conditions
For The Online Sale of Goods And Services
1. This document contains very important information regarding your rights and obligations, as well as conditions, limitations and exclusions that might apply to you. Please read it carefully.
These terms require the use of arbitration to resolve disputes, rather than recourse to the judicial system.
By placing an order for services or making a payment through the link provided to you, you affirm that you are of legal age to enter into this agreement, and you accept and are bound by these terms and conditions. You affirm that if you place an order on behalf of an organization or company, you have the legal authority to bind any such organization or company to these terms and conditions.
You may not order or obtain services or make a payment on this website if you: (i) do not agree to these terms and conditions; (ii) are not the age of majority in your province, state, or territory of residence; or (iii) are prohibited from accessing or using this website or any of this website's contents, products or services by applicable law.
These terms and conditions (these "Terms") apply to the purchase and sale of services through PayFromAway.io (this "Site"). These Terms are subject to change by Shift Connect Ltd. dba Pay from Away (referred to as "us", "we", or "our" as the context may require) without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the "Last Updated Date" referred to on the Site. You should review these Terms before purchasing any services that are available through this Site. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.
These Terms are an integral part of the Website Terms and Conditions of Use that apply generally to the use of our Site. You should also carefully review our Website Privacy Policy before placing an order for products or services through this Site (see Section 10).
2. Acceptance and Cancellation.
You agree that by entering your payment information and submitting it, your order is an offer to buy, under these Terms, all services listed in your order. All orders must be accepted by us or we will not be obligated to sell the services to you. You will receive a confirmation email with your purchase number and details of the transaction.
3. Prices and Payment Terms.
( a ) The price charged for a service will be the price provided on this Site at the time the order is placed. The price charged will be clearly stated in your order confirmation email. All taxes, service fees, and charges will be added to your total price and will be itemized prior to payment and in your order confirmation email. We strive to display accurate price information; however, we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
( b ) Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. The methods of payment that we accept will be displayed on the site when you make a payment. The payment methods that we offer may change from time to time, and we make no representation or guarantee that certain payment methods will be available in the future. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honoured by your credit card company, (iv) you will pay charges incurred by you at the posted prices, including service fees and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order, and (v) you will agree to and comply with the terms of any third-party payment processor used by us to process your payment.
( c ) The currency of payment by you on the site will be United States Dollars, unless otherwise specified.
4. Payment Inquiries and Refunds.
In the event that you have a payment transaction inquiry or require a refund for any payment made to us, you may contact us at 877-577-4438. We reserve the right to make the final determination about whether a refund will be made to you. You agree that you will cooperate with us as we evaluate your refund request by providing any information we may require to make such a determination.
Refunds are processed within approximately three (3) business days of our approval of your refund. Your refund will be credited back to the same payment method used to make the original purchase on the Site.
Credit Card transactions are subject to fees via our provider and external to PayFromAway. We cannot control, reduce, or refund these fees. Credit Card transaction refunds will be for the principal amount and will not include fees that are external to the system.
5. Limited Warranty.
( A) We warrant to you that we shall perform the services purchased through the Site using personnel of required skill, experience, and qualifications, and in a manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet our obligations under these Terms.
( B ) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 5( A ), WE MAKE NO WARRANTY OR CONDITION WHATSOEVER WITH RESPECT TO THE PRODUCTS OR SERVICES PURCHASED THROUGH THE SITE, INCLUDING [(I)] ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE; OR (II) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
( C ) Services provided by a third party ("Third-Party Service") may constitute, contain, be contained in, incorporated into, attached to, or packaged together with our services. Third-Party Services are not covered by the warranty in Section 5( A ). For the avoidance of doubt, WE MAKE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS WITH RESPECT TO ANY THIRD-PARTY SERVICE, INCLUDING ANY (i) WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE; OR (ii) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
( D ) We shall not be liable for a breach of the warranties set forth in Section 5( A ) unless: (i) you give written notice of the defective services, as the case may be, reasonably described, to us within 10 days of the time when you discover or ought to have discovered the defect; and (ii) we reasonably verify your claim that the services are defective.
( E ) Subject to Section 5( C ) and Section 5( D ), with respect to any services subject to a claim under the warranty set forth in Section 5( A ), we shall, in our sole discretion, (i) repair or re-perform the applicable services or (ii) credit or refund the amounts paid by you for such services.
( F ) THE REMEDIES SET FORTH IN SECTION 5(E) SHALL BE THE YOUR SOLE AND EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 5(A).
6. Limitation of Liability.
(a) IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR LOSS OF DATA, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR AGGRAVATED DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b) IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE PRODUCTS AND SERVICES SOLD THROUGH THE SITE.
7. Goods Not for Resale or Export.
You represent and warrant that you are buying services from the Site for your own use only, and not for resale or export.
8. Intellectual Property Use and Ownership.
You acknowledge and agree that:
( a ) All uses on this Site of the terms "sell", "sale", "resell", "resale", "purchase", "price", and the like mean the purchase or sale of a license. Each service marketed on this Site is made available solely for license, not sale, to you and other prospective customers. The services may be subject to a separate license agreement.
( b ) You will comply with all terms and conditions of the specific license agreement for any service you obtain through this Site, including, but not limited to, all confidentiality obligations and restrictions on resale, use, reverse engineering, copying, making, modifying, improving, sublicensing, and transfer of those licensed products and services.
( c ) You will not cause, induce, or permit others' non-compliance with the terms and conditions of any of these service license agreements.
( d ) Shift Connect Ltd. is and will remain the sole and exclusive owner of all rights in and to each service made available on this Site and any related specifications, instructions, documentation, or other materials, including, but not limited to, all related copyrights, patents, trademarks and other intellectual property rights, subject only to the limited license granted under the service's license agreement. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products made available through this Site, or of any intellectual property rights relating to those products or services.
9. Privacy.
We respect your privacy and are committed to protecting it. Our Website Privacy Policy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.
10. Force Majeure.
No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of these Terms[ (except for any of your obligations to make payments to us hereunder)], when and to the extent such party's (the "Impacted Party") failure or delay is caused by or results from acts beyond the Impacted Party's [reasonable] control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, such as the 2019 novel coronavirus pandemic (COVID-19), tsunami, explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of these Terms; (f) national or regional emergency; (g) strikes, labour stoppages or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
11. Governing Law.
All matters arising out of or relating to these Terms are governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of Alberta or any other jurisdiction).
12. Waiver of Recourse to the Courts and Binding Arbitration.
(a) YOU AND SHIFT CONNECT LTD. ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE, AND EQUITABLE CLAIMS) (EACH, A "DISPUTE") BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THIS SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION, ACCORDING TO THE FOLLOWING TERMS:
(i) Disputes shall be finally and conclusively resolved by binding arbitration under the VanIAC Domestic Arbitration Rules, if you are located in Canada, or by the VanIAC International Arbitration Rules, if you are located outside Canada;
(ii) For a dispute that is subject to arbitration, a dispute notice shall be provided to the other party containing reasonable detail regarding the dispute (a "Dispute Notice");
(iii) Unless we mutually agree, in writing, on an arbitrator within twenty (20) days of receipt by a party of a Dispute Notice, the parties agree that a request will be made to VanIAC to appoint an arbitrator per Article 6(2) of the Applicable Rules of Procedure and arbitration shall be heard by a single arbitrator; and
(iv) The legal seat of arbitration shall be Calgary, Alberta, Canada.
(b) The following rules of evidence and procedure shall apply to any arbitration proceeding:
(i) Evidence will proceed by way of one (1) written fact statement from each party, each fact statement shall be no longer than five (5) pages (not including exhibits), and each party shall provide to the other party its fact statement within fifteen (15) days of the arbitrator being chosen;
(ii) Each party shall each have the opportunity to provide a written reply to the other party's fact statement, a reply shall be no longer than three (3) pages (not including exhibits), and a written reply shall be provided to the other party within fifteen (15) days of receipt of the other party's written fact statement;
(iii) The parties shall not have the opportunity to question the other party, and shall have no right to obtain documents from the other party; and
(iv) No expert evidence may be brought by the parties, unless such expert evidence is necessary, in the reasonable sole opinion of the arbitrator, in order for the arbitrator to adjudicate the dispute.
(v) The language of the arbitration, including the hearings, documentation, and award, shall be English. Any party intending to rely on a document exhibited to a fact statement which is originally not in English must provide, at its own expense, a certified translation of that document also appended to that fact statement.
(vi) The arbitration shall proceed by way of written submissions only, without oral argument or oral evidence. The parties shall have the opportunity to respond to the other party's written submissions, and any such reply submissions shall be no longer than ten (10) pages.
(vii) The Parties shall each bear their own legal costs and expenses of the arbitration, other than any costs of the arbitration or the arbitrator reasonably attributable to both parties ("Shared Costs"), with Shared Costs split evenly between the parties.
(viii) For any Shared Costs, the prevailing party's portion shall be paid to the prevailing party by the other party within thirty (30) days of an arbitral decision, and such Shared Cost amount shall be additional to any arbitral award if the arbitral award does not provide for such award of Shared Costs.
(ix) Any decision of the arbitrator shall be final and binding on the Parties and their respective successors and assigns and there shall be no right to appeal such decision, whether on a question of law, a question of fact, or a mixed question of fact and law.
(x) The governing law of the arbitration shall be the laws of the Province of Alberta, Canada and any applicable federal laws therein.
(xi) The arbitration procedures, hearings, documents and award shall remain strictly confidential between the parties, except the extent necessary for enforcement of the award, in which case only those documents reasonably necessary for enforcement shall be disclosed.
If any provision of this arbitration clause is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
13. Assignment.
You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
14. No Waivers.
The failure or delay by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Shift Connect Ltd.
15. No Third-Party Beneficiaries.
These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
16. Notices.
(a) To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide and consent to us using; or (ii) posting to the Site. Notices sent by email will be effective when we send the email, and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
(b) To Us. To give us notice under these Terms, you must contact us as follows: (i) by email to: info@payfromaway.io; or (ii) by personal delivery, overnight courier, or registered or certified mail to 310, 323 10 Avenue SW, Calgary, Alberta. T2R0A5. We may update the email address or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by email transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
17. Severability.
If any provision of these Terms is invalid, illegal, void, or unenforceable, that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
18. Entire Agreement.
Our order confirmation, these Terms, any license agreement relating to any service you obtain on or through this Site, our Website Terms and Conditions of Use, and our Website Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.
