Last Updated 2024-12-12
Welcome to BankLink Inc. (“BankLink” or “the Company”). BankLink is a Canadian federally incorporated corporation with banking and non-banking subsidiaries and affiliates worldwide.
BankLink is a technology company and through our network of owned, controlled, or partner banks and financial technology companies we deliver a variety of banking services worldwide.
These general Terms and Conditions (“Terms”) govern your use of our technology and regulatory platform, which facilitates access to a broad range of banking and technology services (collectively, the “Services”). By accessing or using the Services, you acknowledge and agree to comply with and be bound by these Terms.
2.1 Regulated Entity
BankLink is a financial technology service company that provides banking services under financial and banking licenses regulated in multiple jurisdictions globally. Through its subsidiaries and affiliates, BankLink is actively pursuing several banking license applications across various regions.
2.2 Non-Banking Entity
BankLink is not a bank or financial institution. The Company functions as an intermediary between its clients and third-party qualified banks, custodians, and financial institutions (“Intermediary Counterparties”). Some of these third-party qualified banks are or are expected to be owned or controlled by BankLink. BankLink does not accept deposits, issue loans, or provide traditional banking services; BankLink’s subsidiary, affiliate, and partners banks provide traditional banking services.
3.1 Provision of Services
BankLink, either directly or through affiliates or third-party providers, delivers its Services in accordance with these Terms.
3.2 Platform Access and Maintenance
BankLink will host, maintain, and support the platform in its current or any updated form deemed appropriate by the Company. Customers are granted access to the platform, subject to these Terms and any applicable pricing terms.
3.3 Specific Terms for Payment Technology Services
Certain Services may be governed by additional terms outlined in specific pricing agreements. Where such terms exist, they will prevail over the general Terms for those specific Services.
3.4 Priority of Terms
In the event of a conflict between specific terms in a pricing agreement and the general Terms herein, the specific terms shall take precedence solely for the relevant Service. All other general Terms shall remain applicable.
3.5 Acceptance of Terms
By accessing or using any Service governed by specific pricing terms, the Customer agrees to abide by all applicable provisions.
3.6 Updates to Terms
BankLink reserves the right to update these Terms or specific pricing agreements periodically. Updates will be communicated through the platform, and continued use of the Services constitutes acceptance of the revised terms.
3.7 Service Modifications
BankLink may modify its Services or platform, including adding or removing features, at its sole discretion. Notice of significant changes may be provided but is not guaranteed. Customers must comply with updates, including installing required software updates by specified deadlines.
3.8 Subcontracting
BankLink may subcontract obligations under these Terms to third-party service providers.
3.9 Jurisdictional Availability
Certain features or updates may be rolled out selectively, subject to regulatory or business considerations. BankLink is not liable for any losses arising from the timing or unavailability of such features in specific jurisdictions.
3.10 Beta Releases
BankLink may offer Beta Releases (test versions) of updates or features. Beta Releases may be incomplete or contain bugs. Customers using Beta Releases do so at their own risk and agree to provide feedback. Any intellectual property arising from such feedback remains the sole property of BankLink.
3.11 Customer Support
BankLink provides support for general issues related to the Services via resources on the platform or through designated support channels. Customers may contact support at [email protected]
3.12 “As-Is” and “As-Available” Basis
The platform and Services are provided “AS IS” and “AS AVAILABLE,” with no warranties, express or implied, except as explicitly stated in these Terms. BankLink disclaims liability for unauthorized access, data breaches, or the Customer’s failure to implement security measures.
3.13 Limitation of Liability
BankLink and its affiliates are not liable for any losses, damages, or costs arising from:
4.1 Customer Eligibility
The Services are available only to Business Customers are legally recognized and subsisting business entity in its jurisdiction of incorporation. This includes corporations, partnerships, joint ventures, sole proprietorships, non-profit organizations, and other entities conducting business activities.
4.2 Principal Capacity
The Customer represents and warrants that they are acting as a principal on their own behalf and not on behalf of any other person or entity, unless BankLink has expressly provided prior written approval in its sole discretion.
5.1 Prohibited Actions
The Customer agrees not to, and shall not enable any third party to, directly or indirectly:
5.2 Acknowledgment and Compliance
By entering into this Agreement, the Customer acknowledges the eligibility requirements and restrictions herein and represents and warrants compliance with them at all times.
6.1 General Responsibilities
The Customer acknowledges sole responsibility for ensuring compliance with all applicable laws in connection with their use of the Services. The Customer further agrees to refrain from engaging in or attempting any prohibited transactions.
6.2 Specific Responsibilities
To facilitate BankLink’s provision of the Services, the Customer shall:
(a) Due Diligence and Operating Procedures:
(i) Furnish all information requested by BankLink for purposes such as account setup, onboarding, and compliance with anti-money laundering (AML), know-your-customer (KYC), know-your-business (KYB), counter-terrorism financing, sanctions screening, or other legal requirements as determined by BankLink or its suppliers;
(ii) Conduct reasonable due diligence on each recipient prior to submitting payment transaction requests, including verification of the intended use of funds;
(iii) Respond promptly to information requests from BankLink, particularly when necessary to fulfill obligations under this Agreement;
(iv) Provide all documentation, data, and other information reasonably requested by BankLink to enable its performance of obligations; and
(v) Acknowledge that BankLink may perform its own due diligence on the Customer or any recipient in connection with transaction processing and shall supply all requested information accordingly.
(b) Security and Fraud Policy:
Adhere to BankLink’s security and fraud policies, including any updates, within a commercially reasonable period, but no later than 90 days following notice of such updates.
(c) Customer Credentials:
Maintain the confidentiality and security of user IDs, passwords, and other access credentials (“Credentials”) associated with the platform or any BankLink system. Notify BankLink immediately upon discovery of lost, compromised, or misused Credentials.
(d) Record-Keeping:
Acknowledge that BankLink may retain records related to payment transactions and associated recipients, including relevant due diligence documents and data, in various formats (e.g., hardcopy, electronic).
6.3 Responsibilities of Regulated Entities
If the Customer is a regulated financial institution or intermediary, it bears sole responsibility for filing suspicious activity reports (SARs) or equivalent filings with its respective regulators. BankLink disclaims any responsibility for fulfilling such regulatory obligations.
7.1 Fees Payable
The Customer shall pay all fees for the Services as specified in this Agreement. In the absence of explicit written agreement on fees by the effective date of this Agreement, BankLink’s standard fees shall apply.
7.2 Obligation to Pay
The Customer remains obligated to pay all fees due to BankLink under this Agreement, notwithstanding any other provisions herein.
7.3 Fee Revisions
BankLink reserves the right to amend fees at any time. Customers will be provided with at least 30 days’ notice prior to the effective date of revised fees for ongoing Services.
7.4 Customer Costs
The Customer shall bear all costs associated with implementing, integrating, and utilizing the Services, including costs incurred in meeting the responsibilities outlined in this Agreement.
7.5 Non-Refundable Fees
All fees paid under this Agreement are non-refundable, except when a payment transaction is canceled by the Customer prior to the commencement of processing.
7.6 Unpaid Accounts
BankLink reserves the right, acting reasonably, to liquidate any assets held in the Customer’s account(s) to cover unpaid fees or expenses.
8.1 Initial Term
This Agreement shall commence on the Effective Date and remain in effect for an initial term of one (1) year (the “Initial Term”), unless terminated earlier in accordance with the provisions herein.
8.2 Automatic Renewal
Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms (each, a “Renewal Term”), unless terminated in accordance with Section 9.
9.1 Modification or Discontinuation of Services
BankLink reserves the right to modify, suspend, or discontinue all or any part of the Payment Technology Services at any time, with or without prior notice, for reasons including but not limited to:
(a) Changes in applicable laws or regulations;
(b) Technical or technological developments;
(c) Changes in the availability of third-party service providers.
9.2 Termination by Either Party
Either Party may terminate this Agreement without cause by providing written notice to the other Party at least twenty (20) business days prior to the intended termination date. During the notice period, the provisions of this Agreement shall remain in full force and effect.
9.3 Obligations upon Termination
Upon termination of this Agreement, the following obligations shall apply:
(a) BankLink shall process all authorized Payment Transactions prior to the effective termination date;
(b) The Customer shall remit payment for all fees associated with completed Payment Transactions;
(c) BankLink shall return any remaining Customer funds held by qualified partners, less any applicable fees, within ten (10) business days after the completion of Payment Transactions, provided the Customer has furnished valid account or digital wallet details for such return.
9.4 Suspension of Services
BankLink may suspend the Services immediately under the following circumstances:
(a) The Customer’s use of the Services violates applicable law or regulation;
(b) Continued provision of the Services would result in legal or regulatory non-compliance;
(c) Suspension is mandated by a government authority or third-party service provider;
(d) The Customer fails to update the platform as required by BankLink;
(e) The Customer fails to respond promptly to BankLink’s requests for information;
(f) The Customer breaches this Agreement or any related agreement;
(g) The Customer initiates insolvency proceedings, including bankruptcy or liquidation;
(h) BankLink determines, at its sole discretion, that the Customer’s activities pose an unacceptable risk, such as fraud, credit risk, or harm to BankLink or third parties;
(i) The Customer’s actions degrade the security, stability, or reliability of the platform or services, or facilitate illegal or prohibited transactions.
9.5 Effect of Suspension
BankLink may reinstate the Services at its sole discretion once the cause of the suspension is resolved to its satisfaction. However, BankLink reserves the right to maintain the suspension if risks persist.
9.6 Survival
All provisions of this Agreement that by their nature are intended to survive termination, including but not limited to confidentiality, indemnification, limitation of liability, and governing law, shall remain in effect following termination.
10.1 Negotiation
The Parties shall attempt in good faith to resolve any disputes, claims, or disagreements arising under this Agreement through consultation and negotiation.
10.2 Arbitration
If a resolution is not achieved within thirty (30) days, either Party may submit the dispute to binding arbitration in Vancouver, British Columbia, under the rules of the International Centre for Dispute Resolution Canada (ICDR Canada). The arbitration shall be conducted in English by a single arbitrator, whose decision shall be final and enforceable in any court of competent jurisdiction.
10.3 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of British Columbia, Canada, without regard to its conflict of law principles.
11.1 Definition and Obligation
Each Party acknowledges that it may receive Confidential Information from the other during the term of this Agreement. Each Party agrees to protect such information and not disclose it to third parties without prior written consent, except as required by law or necessary to perform obligations hereunder.
11.2 Exclusions
Confidential Information does not include information that:
(a) Becomes publicly available through no breach of this Agreement;
(b) Is lawfully obtained from a third party without confidentiality obligations;
(c) Was known to the receiving Party prior to disclosure;
(d) Is independently developed without reference to the disclosing Party’s information.
12.1 Ownership
BankLink retains all intellectual property rights to the platform, Services, and related materials. Nothing in this Agreement transfers any rights or ownership to the Customer.
12.2 License
BankLink grants the Customer a limited, non-exclusive, non-transferable, revocable license to use the platform and Services solely for the purposes outlined in this Agreement. The Customer may not modify, copy, distribute, reverse engineer, or create derivative works of the platform or Services.
12.3 Feedback
Any feedback or suggestions provided by the Customer may be used by BankLink without obligation or compensation, and BankLink is free to disclose or utilize such feedback as it deems appropriate.
13.1 Data Use
BankLink may collect and use Customer data in accordance with its Privacy Policy and applicable laws.
13.2 Security
BankLink shall employ reasonable measures to protect Customer data but does not guarantee absolute security.
13.3 Breach Notification
In the event of a data breach affecting Customer data, BankLink shall notify the Customer promptly and take steps to mitigate the breach.
14.1 Digital Asset Transactions
The Customer acknowledges that BankLink has no control over the blockchain networks or marketplaces where Digital Assets are traded. Accordingly, BankLink disclaims all representations or warranties related to potential losses incurred during Digital Asset transactions, as well as the privacy of such transactions. BankLink shall not be liable for any losses arising from funds sent to incorrect wallet addresses. Digital Assets held by BankLink’s qualified custodians on behalf of the Customer shall be segregated from those held for other customers and will not be included on BankLink’s balance sheet as its assets. BankLink will maintain detailed records of all Digital Asset transactions processed through the Customer’s account.
14.2 Compliance with Regulations
BankLink operates outside the jurisdictions of the European Union and the United Kingdom and, therefore, is not subject to compliance with the Markets in Crypto-Assets Regulation (MICAR) or the Consumer Duty standards. Furthermore, BankLink does not provide digital asset services as defined by the Financial Conduct Authority (FCA) in the United Kingdom.
15.1 Account Restrictions
BankLink reserves the right to decline, delay, freeze, or reverse account transactions, restrict access to a Customer’s account, or remove funds from an account pending investigation to safeguard the interests of the Customer, BankLink, its affiliates, or to ensure compliance with applicable laws. Such actions may be taken under the following circumstances:
(a) The Customer’s account maintains a zero balance for 90 consecutive days;
(b) The account remains inactive for 12 months;
(c) The Customer breaches the terms of this agreement;
(d) The account is involved in legal proceedings;
(e) Conflicting information is received regarding the ownership, control, or activity of the account;
(f) There is a reasonable suspicion that the Customer is a victim of fraud, a scam, or financial exploitation; or
(g) BankLink suspects that the account activity involves fraud or other unlawful conduct.
15.2 Replacement Accounts
BankLink may transfer the Customer’s account details to a replacement financial institution, thereby creating a new account. Additionally, BankLink may request the current financial institution to cancel and replace the Customer’s account when necessary to enhance security. BankLink shall not be liable for any costs, losses, or damages incurred by the Customer as a result of such actions.
15.3 Third-Party Services
Services rendered by designated financial institutions, including those involving direct customer accounts, are solely the responsibility of the respective institutions. BankLink makes no representations or warranties regarding these services and disclaims liability for any associated expenses, losses, or damages.
15.4 Use of Intermediaries
Depending on the nature of a transaction, the Customer may send funds to either a custodial account or a direct account at a designated financial institution. In both cases, the Customer’s funds shall be held on their behalf by the designated financial institution.
15.5 Custodial Accounts
When the Customer utilizes a custodial account through BankLink, its licensed subsidiaries, or third-party partners, BankLink will establish a separate notional account for the Customer. Such accounts shall be governed by the applicable terms, which the Customer agrees to be bound by.
15.6 Direct Accounts
If a custodial account cannot be utilized, the Customer shall establish a direct account with a designated financial institution approved by BankLink. The Customer acknowledges and agrees to the following conditions:
(a) The Customer must execute necessary agreements with the financial institution authorizing BankLink to act as the Customer’s agent for payment services;
(b) Payment services may not commence until the direct account is established, and requisite agreements are in place;
(c) The Customer shall ensure that these agreements remain effective throughout the term of this agreement;
(d) If any agreement expires or is terminated, the Customer must cease using the payment services until reinstated or alternative arrangements are made;
(e) BankLink is not responsible for the account services provided by the designated financial institution except as expressly stated in this agreement.