Revised August 25, 2023
Please read this document and print a copy for your reference.
When you acknowledge your agreement to this Business Account Agreement, you indicate your consent to all of the terms and conditions below.
In this Agreement, "we," "us," and "our" refer to the Keep Technologies Corp., and “Company,” "you," and "your" refer to the person or entity for whom the Keep Business Account (“Business Account”) is opened.
This Business Account Agreement governs your relationship with Keep Technologies Corp. and your use of the Business Account, including any payment Services offered through your Business Account. We may amend or replace this Agreement by posting an updated version to our legal page (https://www.trykeep.com/legal). Please read this Agreement, the Platform Agreement and the Keep Privacy Policy carefully before using your Business Account. By using the Business Account, you unconditionally agree to follow and be bound by this Agreement and the Keep Platform Agreemen. Where you are acting on behalf of any other party, you hereby confirm that you have the authority to bind, and you hereby bind such other party to the Agreement, the Platform Agreement and the Keep Privacy Policy. This Agreement addresses important legal issues that impact Company’s rights and obligations, including, among other things, limitations of liability of Keep to Company arising out of the use of the Business Account and the services.
IF YOU DO NOT ACCEPT THESE TERMS, THE PLATFORM AGREEMENT AND THE PRIVACY POLICY, YOU SHOULD NOT USE THE BUSINESS ACCOUNT.
In the event of any conflict between this Agreement and the Platform Agreement, this Agreement will govern.
Balance means the sum of all funds contained within a specific account (e.g. your Keep Business Account or any Currency Account).
Business Account means the collection of Currency Accounts and their associated Balances held by Keep in Company’s name, or the product offered by Keep of the same name.
Company, you, and your means you, the natural person or legal entity in whose name the Business Account is opened and maintained and who has entered into this Agreement with us by virtue of your use of the Business Account.
Currency Account means an account denoted in a particular currency held by Keep in Company’s name that allows the Company to store, send and receive funds in that currency.
Currency Exchange means the act of converting one currency to another through the use of Keep Services (e.g. converting Canadian Dollars to US Dollars).
EFT means Electronic Funds Transfer, a system of electronically transferring money from one bank account in Canada directly to another bank account in Canada without any paper money changing hands.
Fund or Funding means the process of adding money or funds to a Business Account that you control.
Intermediary Bank Charge is the amount charged by third party banks that act as a go-between, to facilitate a money transfer transaction between two different banks or payment facilitators.
Payout means withdrawing funds from your Currency Account to another account held by you or a third party.
Recipient means a third party that you send funds to through a Payout.
Routing Details means the institution number, branch or transit number, and unique account number; or any other unique instructions that specify how to make Payouts or Fund an account.
Wire Transfer means a method of electronically transferring money from one bank account to another bank account, not necessarily residing in the same country, without any paper money changing hands.
Withdraw Request means a Payout to another account held specifically by you.
Eligibility and use of the Keep Business Account are restricted to Authorized Users and Companies as specified in the “Opening a Keep Account” section of the Platform Agreement.
In order to use the Services related to a Business Account, you must first open a Keep Account by providing certain information. For legal reasons, all information you provide during the signup process or any time thereafter must be complete, accurate and truthful. You are responsible for keeping your mailing address, email address, telephone number, and other contact information up-to-date in your Keep Account. We may refuse to provide or may discontinue providing the Services to any person or entity at any time for any reason. We treat all activities under a Keep Account to be those of Authorized Users.
You may Fund your Business Account in supported currencies in order to:
You can Fund your account through one or more methods; for example, a pre-authorized direct debit via electronic funds transfer (“EFT”), initiating an EFT deposit into your Keep Business Account from your bank account, or a Wire Transfer from your bank account. The number of methods available to you will depend on a number of factors including your application status with us. We cannot guarantee the use of any particular Funding method and may change or stop offering a particular Funding method at any time without notice to you. Funding methods are not part of Keep’s Services as they are provided by third-party banking partners.
We will credit your Business Account once we have received your money, and are not responsible for the money you Fund until we record its receipt. For some particular Funding methods, we will credit the money to your Business Account as soon as possible, subject to our right of reversal. This means if the actual amount you intended to Fund does not reach us within a reasonable time, we may deduct such an amount from your Business Account. If you do not have enough money in your Business Account for this purpose, we can demand repayment from you using other methods.
If you choose to Fund your account using our pre-authorized direct debit feature to directly debit your bank account, you will need to provide, or we will receive through bank log-in information provided by you, your Routing Details, including your bank account number, transit number and financial institution number. When you choose to Fund money using our pre-authorized direct debit feature and provide your Routing Details, you confirm that your Routing Details are correct, that you are authorized to access and transmit money from your bank account, that you have sufficient Balance in your account for the Fund, that your bank account is in good standing with the account-holding financial institution, and that you have the authority to initiate an EFT in the amount at issue to or from your bank account. Your authorization shall remain in effect for each transaction unless cancelled in accordance with this Agreement, in which case, we will promptly return the deposit to the account from which it originated, assuming the money is not yet received by Keep. In the event that we are unable to return the deposit, then we will promptly contact you.
If you choose to Fund your account using an EFT from your bank account, or the domestic Wire Transfer method, then your transaction order will show a status of in-progress until we confirm receipt of your funds to the specified account. In cases where for any reason the transaction is cancelled or refused, then we will promptly return the deposit to your bank account from which the transaction originated. In the event that we are unable to return the deposit, then we will promptly contact you.
No other payment methods are accepted, including cash, mailed cheque, or electronic cheque.
In certain currencies, we may provide you with specific Routing Details that you can provide to third parties so that they can send money to your Business Account using an EFT, an international wire transfer, a domestic wire transfer, or other payment method, depending on the specific Currency Account receiving the funds. These Routing Details are offered by our Third-Party Service Providers. These Routing Details that we provide to you in order for you to receive funds from third parties are for accounts held by Keep and its affiliates (and we will credit your Business Account, which is held by us, upon confirmed receipt of such funds), and are not for a bank account held by you.
When someone sends money to your Business Account using a method that we support, the money will appear in your Business Account. You should check the incoming funds in your Business Account against your own records regularly and let us know if there are any irregularities. When you receive funds you can accept them as-is and maintain a Balance in your Business Account in that currency; you can accept them, convert them to another currency, and hold that new currency; or you can send the money to yourself or a Recipient. If you choose to receive money using this method, you will not have access to such funds until we confirm receipt of the funds into the specified account.
You acknowledge that the money received in your Business Account via this method may be subject to Reversal or Chargeback and you agree that we may deduct the received amount from your Business Account if it is reversed by the person who paid you the received amount or any relevant payment services provider. In cases where the transaction is cancelled or refused for any reason, then we will promptly return the deposit to the bank account from which the transaction originated. In the event that we are unable to return the deposit, then we will promptly contact you.
If you provide the Routing Details we provide to you to a third party, you agree that you will not impose a surcharge or any other fee solely for accepting payment through a Service offered by Keep. You are not permitted to receive payments by other payment methods, including cash, mailed cheque, or electronic cheque. There may be financial limits for particular payment methods or currencies.
Keep is not a bank and therefore value held as a Balance in your Business Account represents an unsecured claim against Keep and is not insured by the Canada Deposit Insurance Corporation (CDIC) or any other deposit protection scheme. Keep does not use Balances held by its customers for operating expenses or other corporate purposes. In addition, as discussed above, the specified Routing Details that we provide to you in order for you to receive funds from third parties are for accounts held by Keep and its affiliates (and we will credit your Business Account, which is held by us, upon receipt of such funds), and are not for a bank account held by you.
All of your transactions (including your Balance, added money, and money you have received, converted, sent and/or withdrawn), including related fees and exchange rates, if applicable, are recorded in our databases. Such transaction history is made viewable to you within your Business Account via the web application.
Your Business Account Balance may be held in certain currencies supported by Keep from time to time. You may hold a Balance in more than one of these currencies at the same time through the use of Currency Accounts.
You are responsible for all risks associated with maintaining a Business Account Balance in multiple currencies.
Your Business Account and Currency Accounts are not a trading desk. You may not manage multiple currencies for speculative trading purposes.
If you have a Business Account Balance, you may remove it by:
The number of Payout methods made available to you will depend on a number of factors including the status of any application you have with Keep and whether your account is considered in good standing with us. We cannot guarantee the use of any particular Payout method and may change or stop offering a Payout method at any time without notice to you, but we will ensure that you will have at least one Payout method available to you unless prohibited by applicable law.
We may charge you a fee for each Withdraw Request or Payout. We will let you know the exact amount when you submit your request. Payout methods are not part of Keep’s Services as they are provided by third-party banking partners.
We do not have any control over the time it may take for your or a Recipient’s bank or payment provider to credit and make available funds to you or your Recipient once we make the funds available to you or the Recipient’s bank or payment provider. We may delay a Withdraw Request or Payout, in certain situations, including but not limited to legal and security purposes, as well as Keep’s business interest purposes.
Our Services include the ability to complete a Currency Exchange. For example:
Prior to sending your request to enter into a Currency Exchange, you will be notified through the web application of:
In order to submit the request to enter into the Currency Exchange, you must confirm the details which have been entered by pressing the exchange button on the web application. By entering into this Agreement, you accept sole responsibility for entering into the Currency Exchange. For the avoidance of doubt, neither we nor our service providers guarantee 100% uptime of this function.
We will only process your Currency Exchange if we hold or have received the relevant funds and the fees from your Business Account. It is your responsibility to send us the money to fund a Currency Exchange order in a timely manner. We cannot be responsible for the time it takes for the money to be sent to us by your bank or payment service provider.
We reserve the right in our sole discretion to refuse any Currency Exchange. Reasons for refusal may include but are not limited to:
We will endeavour to notify you of any refusal, using the contact information in your Keep Account, stating (where possible) the reasons for such refusal and explaining how to correct any errors. However, we will not notify you if such notification may be unlawful.
You agree that your Business Account is subject to Withdraw Request, Currency Exchange, and Payout limits. For legal and security purposes, we may limit how much you can receive into or pay from your account, the payment methods available to you, or how much you can withdraw from your Business Account. We might also limit the value of Currency Exchange you can carry out at any one time or over a period of time. These limits can change from time to time.
If your Withdraw Request, Currency Exchange, or Payout exceeds the current limit, we may decline your request or impose additional checks or impose additional obligations or time limitations before completing these transactions.
Certain activities within your Business Account may be eligible for Keep Rewards. When the activities are eligible for Rewards, we may or may not notify you at the time of transaction. The Rewards program is a benefit that comes with your Business Account and is offered at no extra cost to you. We are under no obligation to provide Rewards or notice of when activities are eligible for Rewards.
Rewards will only be established and accrued on behalf of Company. This means that all Rewards earned by all Authorized Users will be credited to Company in its Keep Account.
Your receipt and use of Rewards are subject to the Keep Rewards Terms.
You may end this Agreement and close your Business Account at any time by contacting our Keep customer support. At the time of closure, if you still have a Balance in your Business Account, you must withdraw your money within a reasonable period of time. If you do not withdraw your money within a reasonable period of time, we may convert your Balances into Canadian Dollars and deposit the funds into one of your Linked Accounts. Keep will perform a Currency Exchange to do this, which will be subject to the exchange rate being offered by Keep in the applicable currencies at that time. Such Currency Exchange are not eligible for Rewards.
You must not close your Business Account to avoid an investigation. If you attempt to close your Business Account during an investigation, we may hold your money until the investigation is fully completed. You agree that you will continue to be responsible for all obligations related to your Business Account even after it is closed.
Keep, in its sole discretion, reserves the right to suspend or terminate the following:
Upon termination of this Agreement, Keep will make available any unrestricted funds held in your Business Account.
Reasons we may close your Business Account include, but are not limited to:
We may also suspend your Business Account if it has been compromised or for other security reasons. This may include unauthorized or fraudulent use.
If we close your Business Account or terminate your use of the Services for any reason, we’ll provide you with notice of our actions and make any unrestricted Balance held in your Business Account available for withdrawal.
Keep may, in its sole discretion, decide to close your Business Account separately from any other services you hold with Keep. For example, Keep may decide to close your Business Account and its associated Currency Accounts, but allow you to retain access to other Keep Products and Services.
In the event of loss, claims, costs or expenses (including reasonable legal fees) arising out of your breach of this Agreement, any applicable law or regulation and/or your, or any authorized third parties’ use of our Services, you agree to defend, compensate us and our affiliates and hold us harmless. This provision will continue after our relationship ends.
In the event you are liable for any amounts owed to us, we may immediately remove such amounts from your Business Account (if available). If there are insufficient funds in your Business Account to cover your liability, we reserve the right to collect your debt to us by using any payments received in your Business Account and otherwise. You agree to reimburse us through other means. We may also recover amounts you owe us through other collection avenues, including, without limitation, through the use of a debt collection agency. We may recover all reasonable costs or expenses (including reasonable attorneys' fees and expenses) incurred in connection with the enforcement of this Agreement.
You will remain liable for any negative balance in your Business Account and for any other amounts owed to Keep, and you agree to indemnify and promptly reimburse us for any loss or expense incurred, including without limitation losses or expenses incurred in enforcing any lien or other remedies available to us subject to applicable laws and rules. We may report past due amounts to a credit reporting agency, refer your account to a collection agency, or exercise any other rights or remedies we may have under the Platform Agreement, this Business Account Agreement, or under any applicable law.
Assets in your Keep Business Account are subject to provincial and federal laws on abandoned and unclaimed property. If your Keep Business Account is deemed abandoned pursuant to applicable statutes, we will turn over the assets in your Keep Business Account to the appropriate authorities after making a reasonable effort to contact you. We may deduct any reasonable expenses that we incur during this process. Once this process is complete, we will have no further obligation to you.
You are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by Keep caused by or arising out of your breach of this Agreement, and/or your use of the Services. You agree to reimburse Keep for any and all such liability. Whenever a transaction is reversed, Keep will refund or reverse the transaction from your Business Account in the same currency as the original transaction.
Payments to you may be invalidated and reversed by Keep if:
When you receive a payment, you are liable to Keep for the full amount of the payment sent to you plus any claims, fees, fines, penalties and other liabilities that may arise if the payment is later invalidated for any reason.
In the event that a transaction or debit from your Keep Account fails or is returned for any reason, including non-sufficient funds, incorrect account information, account freeze, or any other reason outside of Keep’s control, you agree to pay a fee of CAD$100. This amount maybe debited from any Linked Account or your Keep Business Account. Failure in the ability for Keep to collect this fee as described will also constitute a failure and be subject to additional fees of CAD$100 for each occurrence.
If your Business Account balance becomes negative for any reason, including due to reversal or chargeback, that negative balance represents an amount you owe to Keep and you promise to repay the negative balance immediately without any notice from us. Keep may deduct amounts owed from money you add or money you receive into your Business Account. If you manage your Balance in your Business Account in multiple currencies through the use of Currency Accounts, and the Balance in one of the Currency Accounts becomes negative for any reason, Keep may set off the negative Balance by using funds you maintain in a different Currency Account. Keep will perform a Currency Exchange to do this, which will be subject to the exchange rate being offered by Keep in the applicable currencies at that time. Such Currency Exchanges are not eligible for Rewards. We may send you reminders or take such other reasonable actions to recover the negative balance from you. In order to recover negative account balances from you, we may convert the amount you owe us into Canadian dollars.
An Unauthorized Transaction occurs when money is sent from your Business Account that you or your Authorized Users did not initiate. For example, if someone steals your password, uses the password to access your Keep Account, and sends a payment from your Business Account, an Unauthorized Transaction has occurred.
The following are not considered Unauthorized Transactions:
To protect yourself from errors and unauthorized activity, you should regularly log into your Keep Account and review your Business Account’s transaction history. You should review these transactions to ensure that each transaction was authorized and accurately completed.
You are solely responsible for and will be bound by any transaction (including any transfer, instruction, or payment order we receive related to the Services), even if it is not authorized, if the transaction is initiated under your credentials or processed in accordance with your instructions.
We may help you resolve unauthorized transactions, but you acknowledge and understand that you are responsible for any financial loss caused by Users or other persons given access to the Services or your Keep Account, and any financial loss due to compromised credentials, any unauthorized use or modification of your Keep Account or the Services, or as a result of any instructions provided by you. Keep is not liable or responsible to you, and you waive any right to bring a claim against us, for any such losses.
We will rectify any Errors that we discover. If the Error results in:
Keep is not responsible in cases where a Funding, Payout, or Currency Exchange order does not result in the full amount due to Intermediary Bank Charges.
With regard to Currency Exchange orders, the following are considered Errors:
If you believe an Error of the type described above has occurred, and you duly contact us in accordance with the information above, we will investigate and determine whether an error occurred.
With regard to your Business Account balance, the following are considered Errors:
If you believe an Error of the type described in this section has occurred, and you duly contact us with the information above, we will investigate and determine whether an error occurred.
The fees for Withdraw Requests, Payouts, and Currency Exchanges will be disclosed to you prior to you confirming the transaction.
You agree to pay the relevant fees using the Balance from the account with which the transaction originates. The fee will be charged at the time you initiate the Withdraw Request, Payout, or Currency Exchange. Our fee does not include any fees that your bank or the Recipient’s bank may charge. Those fees may be deducted from money you add to your Business Account or Balances in your Business Account. We will not process your Withdraw Request, Payout, or Currency Exchange until we have received the applicable fee from you.
You are responsible for any taxes which may be applicable to payments you make or receive, and it is your responsibility to collect, report and pay the correct tax to the appropriate tax authority.
You must maintain your Keep Account in good standing. If you fail to make a payment across any Keep product or Service, Keep reserves the right to deduct amounts owed from money you add or money you receive into your Business Account or cancel your outgoing payments that are still reversible. If you manage your Balance in multiple currencies through the use of Currency Accounts and you owe Keep money, Keep may withdraw funds from any of the Currency Accounts in your Business Account by performing a Currency Exchange to do this, which will be subject to the exchange rate being offered by Keep in the applicable currencies at that time. Such Currency Exchanges are not eligible for Rewards. In order to recover amounts owed from you, Keep may convert the amount you owe into Canadian dollars.
You will keep your Business Account secure and only provide access to individuals that you have authorized to use the Services on your behalf. You will ensure the security and confidentiality of your User Credentials as well as the User Credentials of any Authorized User of the Company.
If you believe your User Credentials have been lost or stolen, or if you believe an unauthorized transaction has been made with your Business Account, you will promptly notify us email by email at support@trykeep.com.
Access and security of your Business Account and rules surrounding authorized use will be governed in accordance with the Safeguards and Credentials section of the Keep Platform Agreement.
Tell us right away if you believe your Keep login information has been lost or stolen, or if you believe that transactions have been made in your Business Account without your permission using your login information. You could lose all the money in your Business Account.
Communications to you and Authorized Users regarding your Keep Business Account will be done in accordance with our Electronic Communication Consent Agreement.
Any complaints concerning your account should be directed to Customer Support via electronic mail at support@trykeep.com.
Our relationship with you under this Customer Agreement with you is as a payment service provider, and Keep is an independent contractor for all purposes. Keep is not your agent or trustee.
We will try to make sure our Services are available to you when you need them. However, we do not guarantee that our Services will always be available or be uninterrupted. We have the right to suspend, withdraw, discontinue or change all or any part of our Service without notice. We will not be liable to you if for any reason our Services are unavailable (in whole or in part) at any time or for any period. You are responsible for making all arrangements necessary for you to have access to the Services (including all hardware and telecommunications services).
If any provision of this Keep Business Account Agreement is held by a court or arbitrator to be invalid or unenforceable, that provision will be fully severable. In such event: (1) such provision shall be construed and enforced in a manner that reflects the original intentions of the parties as closely as possible and is consistent with applicable law, and (2) the remaining provisions of this Keep Business Account Agreement shall remain in full force and effect.
