1. THESE GENERAL TERMS
1.1 These general terms (‘General Terms') comprise a legal agreement between
1018426 B.C. LTD.(‘First Canada Limited’, ‘Atvo’, ‘us’, ‘our’ or ‘we’) and you (‘Customer’, ‘your’, or ‘User’).
1.2 1018426 B.C. LTD. trading as ‘First Canada Limited’.
1.3 Before using the Services, you must register with 1018426 B.C. LTD and create a First Canada Limited Profile. Your First Canada Limited Profile provides you with access to the Services through the Webapp and/or official communication channels.
1.4 This Agreement may be subjected to changes at our sole discretion. We will inform you of the changes via your registered email address with us or any other means deemed appropriate by us. By continuing to use our services after the changes, you are deemed to have read and understood the Agreement and accepted the Terms and Conditions.
2. DEFINITIONS
2.1 In this Agreement, unless otherwise expressed in a different context:
• Account means all your accounts with us, including accounts for the purpose of using any of our Services.
• Authorised User has the meaning given to it in clause 6;
• Applicable Law means in any jurisdiction in which the Services are to be performed any and all applicable laws, regulations and industry standards or guidance and any applicable and binding judgment of a relevant court of law, including in relation to money service business, payment services, antimoney laundering, consumer and data protection;
• Balance means any amount of e-money and virtual asset held in your account with us.
• Company or Business or Corporate means an entity who is not a natural person.
• E-money means stored value in your Account which is equivalent to the same amount in its corresponding stored currency. All money and virtual assets received in your Account is considered as e-money.
• Virtual Asset” or “Cryptocurrency” means any digital or blockchain-based asset that can be stored, transferred, or exchanged electronically, including tokens, coins, stablecoins, and other forms of digital value not issued by a government or central bank.
• Fiat Currency” means any traditional, government-issued currency that is recognised as legal tender, such as USD, EUR, GBP, and similar national currencies.
• Pricing and Fees means the fees applicable to the use of any of the Services.
• Payment transaction or Order means an instruction by a sender to send money or virtual asset to a receiver or an instruction by a Customer to fund an Account. This includes conversion of one currency to another, fiat to virtual asset or virtual asset to fiat within your Account.
• Beneficiary or Payee means the entity receiving the money and virtual asset from a payment transaction.
• Third-Party Provider means any licensed or regulated financial institution, bank, electronic money institution, payment service provider, liquidity provider, correspondent banking network engaged by First Canada Limited to process, safeguard, review, or facilitate transactions
• Services has the meaning given to it in clause 5.1;
3. WHO First Canada Limited IS AND HOW TO CONTACT US
3.1 Our company information
The Services are offered by First Canada Limited is registered in Canada as a Limited Company: BC1018426 and is regulated as MSB by FINTRAC. License No: M23801617. Registered address: 201 - 1367 WEST BROADWAY, VANCOUVER BC V6H 4A7,
CANADA.
3.2 How to contact us You can contact us by:
(a) emailing us at: enquiry@atvo.io;
3.3 How we will contact you
We will contact you using the contact details you provided when you registered or such other contact details that you provide to us from time to time – please keep these up to date. By using our Services, you agree to receive electronic communications from us.
4. WHO CAN USE OUR SERVICES?
4.1. If you are an individual, you must be at least eighteen (18) years of age.
4.2. If you represent a Company, you confirm that you have the authority to bind the Company on whose behalf you use our Services, and that the Company accepts all the Terms and Conditions set in this Agreement.
4.3. You must be eligible to register and use our Services and have the right, full authority, and ability to enter into this Agreement and perform under these Terms and Conditions.
4.4You must ensure that you will not be violating any laws or regulations by registering with us, entering into or by performing any part of this Agreement, or by otherwise using our Services.
5. THE SERVICES WE PROVIDE
5.1 First Canada Limited provides various types of Services which you may choose to use from time to time. These Services may include fiat & virtual asset exchange services, collection services, remittance services, payout services, foreign exchange services, online payment acceptance services (the “Services”).
5.2 You may convert e-money and virtual assets held in a currency in your Account to any other currencies and virtual assets which we support from time to time. A conversion fee may apply for each conversion. You will be able to view the fees before ordering the transfer. You must agree to our fees to proceed with the conversion.
5.3 You must not use your Account to send, receive, convert, or transfer on behalf of someone else.
5.4 Disclaimers. To the extent permitted by law, First Canada Limited makes no warranties, guarantees or representations of any kind with respect to the First Canada Limited Platform, the Webapp or the Services. All warranties, conditions and terms, whether express or implied by statute, common law or otherwise (including any implied warranties of merchantability, satisfactory quality or fitness for a particular purpose or noninfringement of third party rights) given by First Canada Limited are excluded to the extent permitted by law. In particular, First Canada Limited:
(a) does not make any commitments about the content or data within the First Canada Limited Platform, the specific functions of the Services or its accuracy, reliability, availability or ability to meet the Customer's needs;
(b) does not guarantee that the Services will operate uninterrupted or error-free, will always be available, contain and/or display information that is current or uptodate, and will be free from bugs or viruses, or never be faulty;
(c) may occasionally have to interrupt the Customer's use of the Services for operational, security or other reasonable reasons. In such a case, First Canada Limited will restore access as quickly as practicable; and
(d) does not offer financial advice and the Customer must not treat any information or comments by First Canada Limited as financial advice.
6. AUTHORISED USER
6.1 The Customer may appoint an Authorised User to act on its behalf to conduct certain transactions or give instructions to First Canada Limited under the Terms. The Customer must set up each Authorised User with a User Profile and promptly provide First Canada Limited with the following details of any of the proposed Authorised Users: name of the Customer, name of the Authorised User, address and billing address of the Customer, phone and email address of the Authorised User, and any other contact or identification information of the Authorised User that First Canada Limited may reasonably require. The Customer will ensure that the Authorised Users comply with the Terms and in respect of the Customer's obligations and liabilities under the Terms, references to 'Customer', 'you' and 'your' shall (where the context requires) be read as including its Authorised Users.
6.2 First Canada Limited will receive instructions from the Authorised User(s) through the First Canada Limited Platform via the Web platform or, under prior arrangements agreed with First Canada Limited, manually through a representative of First Canada Limited.
6.3 The Customer agrees that:
(a) the Authorised Users have the authority and capacity to provide instructions for the provision of Services to First Canada Limited on the Customer's behalf;
(b) First Canada Limited will rely on the authority of the Authorised User, and the
Customer will be bound by the actions of the Authorised Users, until the Customer provides First Canada Limited with written notice withdrawing or otherwise varying the authority of an Authorised User;
(c) the Customer is responsible for ensuring that the appropriate person(s) is (or are) accorded the necessary authority to act as the Authorised Users;
(d) First Canada Limited may refuse access to the Authorised User(s) if First Canada Limited is concerned about unauthorised or fraudulent access; and
(e) the Customer will promptly report to First Canada Limited any infringements or unauthorised access to the First Canada Limited Platform, including the Web platform, or any Service.
7. FEES
7.1 The Pricing and Fees are incorporated herein by reference and form part of these Terms and Conditions. Pricing and Fees are subject to change at First Canada Limited’s sole discretion.
7.2 You agree to pay all Pricing and Fees and your continued use of the First Canada Limited Services indicates your continued acceptance of the Pricing and Fees.
We will publish any updated fees online and post a message to your First Canada Limited Account, or notify you via email as necessary. If you are unclear as to any applicable fee, you should contact us.
7.3 Your transactions may be subject to currency conversions or fiat & virtual asset exchange. If your transaction involves conversion it will be completed at a retail exchange rate determined by First Canada Limited based on the wholesale market rate at which First Canada Limited is able to obtain the relevant currencies or virtual assets. These wholesale rates are provided by a range of financial institutions based on market conditions. Where specified on the relevant page for a First Canada Limited Service or in your First Canada Limited Account any exchange rate applied may also include or be subject to a fixed fee or currency conversion Fee above the wholesale market rate obtained by First Canada Limited as specified in the Pricing and Fees. First Canada Limited works with a large number of thirdparty Service Providers in order to provide efficient cost effective currency conversion services and so it may not be possible to provide you with the actual or reference market rate information prior to conversion of a payment request or receipt. You may be charged a currency conversion Fee as a percentage of the transaction or as a fixed amount, as applicable and as specified in the Pricing and Fees.
7.4 Fees payable by you will be deducted from your First Canada Limited Balance and you hereby authorise us to so deduct such fees. Transaction fees will be charged when the transaction is executed. If your First Canada Limited Balance is insufficient to cover the fees, we may refuse to execute the payment. Reversal or chargeback fees will be deducted when incurred.
7.5 If the deduction of fees results in a negative First Canada Limited Balance, you will be required to repay such negative balance. Failure to do so is a breach of these Terms and Conditions. Repayment of the negative balance is due immediately, and we reserve the right at any time to send you reminders or to take other debt collection measures including but not limited to instructing a debt collection agency or attorneys or to pursue legal action. We reserve the right to charge you expenses we have reasonably incurred in connection with any debt collection or enforcement efforts.
8. LIABILITY
8.1 Nothing in the Terms limits or excludes: (a) in relation to each Party, its Liability for:
(i) death or personal injury caused by its negligence;
(ii) fraud or fraudulent misrepresentation;
(iii) any other act or omission, liability for which may not be limited under Applicable Law; and
(b) in relation to the Customer, its Liability for:
(i) any sums properly due and payable to First Canada Limited under the Terms;
(ii) a breach by the Customer of Applicable Laws; and
(iii) liability arising under any indemnity given by the Customer.
(e) any error, mistake or non-performance arising from the payee/beneficiary bank if the payee/beneficiary bank fails to process the payment correctly.
8.2 Subject to clause 8.1, the maximum aggregate Liability in any one (1) calendar year of First Canada Limited in relation to the Terms shall not exceed the aggregate Service Fees paid by the Customer in respect of that year in relation to the Terms.
8.3 Damages alone may not be an adequate remedy for breach and accordingly either Party will be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach.
9. PRIVACY AND USE OF DATA
A “cookie” is a string of information which assigns you a unique identifier that we store on your computer. Your browser then provides that unique identifier to use each time you submit a query to the Site. We use cookies on the Site to, among other things, keep track of services you have used, record registration information, record your user preferences, keep you logged into the Site, facilitate purchase procedures, and track the pages you visit. Cookies help us understand how the Site is being used and improve your user experience.
9.1 Types Of Cookies
The following types of cookies may be used when you visit the Site:
9.2 Advertising Cookies
Advertising cookies are placed on your computer by advertisers and ad servers in order to display advertisements that are most likely to be of interest to you. These cookies allow advertisers and ad servers to gather information about your visits to the Site and other websites, alternate the ads sent to a specific computer, and track how often an ad has been viewed and by whom. These cookies are linked to a computer and do not gather any personal information about you.
9.3 Analytics Cookies
Analytics cookies monitor how users reached the Site, and how they interact with and move around once on the Site. These cookies let us know what features on the Site are working the best and what features on the Site can be improved.
9.4 Our Cookies
Our cookies are “first-party cookies” and can be either permanent or temporary. These are necessary cookies, without which the Site won’t work properly or be able to provide certain features and functionalities. Some of these may be manually disabled in your browser but may affect the functionality of the Site.
9.5 Personalisation Cookies
Personalisation cookies are used to recognise repeat visitors to the Site. We use these cookies to record your browsing history, the pages you have visited, and your settings and preferences each time you visit the Site.
9.6 Security Cookies
Security cookies help identify and prevent security risks. We use these cookies to authenticate users and protect user data from unauthorised parties.
9.7 Site Management Cookies
Site management cookies are used to maintain your identity or session on the Site so that you are not logged off unexpectedly, and any information you enter is retained from page to page. These cookies cannot be turned off individually, but you can disable all cookies in your browser.
9.8 Third-Party Cookies
Third-party cookies may be place on your computer when you visit the Site by companies that run certain services we offer. These cookies allow the third parties to gather and track certain information about you. These cookies can be manually disabled in your browser.
9.9 Control of cookies
Most browsers are set to accept cookies by default. However, you can remove or reject cookies in your browser’s settings. Please be aware that such action could affect the availability and functionality of the Site.
For more information on how to control cookies, check your browser or device’s settings for how you can control or reject cookies, or visit the following links:
Apple Safari Google Chrome Microsoft Edge Microsoft Internet Explorer
Mozilla Firefox Opera Android (Chrome) Blackberry Iphone or Ipad (Chrome) Iphone or Ipad (Safari)
In addition, you may opt-out of some third-party cookies through the Network Advertising Initiative’s Opt-Out Tool.
9.10 Other Tracking Technologies
In addition to cookies, we may use web beacons, pixel tags, and other tracking technologies on the Site to help customise the Site and improve your experience. A “web beacon” or “pixel tag” is tiny object or image embedded in a web page or email. They are used to track the number of users who have visited particular pages and viewed emails and acquire other statistical data. They collect only a limited set of data, such as a cookie number, time and date of page or email view, and a description of the page or email on which they reside. Web beacons and pixel tags cannot be declined. However, you can limit their use by controlling the cookies that interact with them.
9.11 Privacy Policy
For more information about how we use information collected by cookies and other tracking technologies, please refer to our Privacy Policy posted on the Site. This Cookie Policy is part of and is incorporated into our Privacy Policy. By using the Site, you agree to be bound by this Cookie Policy and our Privacy Policy.
10. COMBINATION AND CONSOLIDATION OF ACCOUNTS AND SET-OFF RIGHTS
10.1 You acknowledge and agree that, subject to any Applicable Laws, we have the right in our sole discretion at any time and without notice to you to (a) transfer any property interchangeably between any of your Accounts, (b) combine merge or consolidate any and all of your Accounts and/or (c) set-off any sum standing to the credit of any Account against any Payments, claims, costs, charges, penalties, expenses or other liabilities which you owe to us, save where it has been agreed between us that a particular Account or Accounts will not be subject to the provisions of this Clause.
10.2 At any time and from time to time, we may, without prior notice, set off any amount owing by you to us against any other amount owing by us to you, including amounts transferred to us as Margin. In the event that any Margin is used to set-off any amounts owed by you, you shall immediately restore such Margin, as requested by us; failing which we may terminate any or all unfulfilled Orders or Close Out any Trade or pending Trade, and you shall be responsible for any Losses suffered by us as a result of such termination. You acknowledge and consent to us netting Orders for the purpose of satisfying any Margin Call and/or satisfying any shortfall incurred by us on the (i) liquidation, termination or cancellation of any or all Orders and/or (ii) Close Out of any Trades or pending Trades. You acknowledge that we are not obliged to net Orders but may do so, at our sole discretion.
10.3 All amounts due to us by you under this Agreement shall be paid by you to us in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by Applicable Laws).
10.4 Any exercise by us of our rights under this Clause 10 shall be without prejudice to, and shall not limit or affect, any other rights or remedies available to us under this Agreement or otherwise.
10.5 Without prejudice to any other rights and remedies available to us under Applicable Laws, we may charge interest on any overdue sum owed to us under this Agreement for the period from (and including) the original due date to (but excluding) the actual date of payment, at the Interest Rate.
10.6 You understand and agree that we may from time to time prevent you from withdrawing funds from any Account where any sums (including any Payment and/or Margin) are due but unpaid by you to us under the terms of this Agreement.
11. SUSPENSION AND TERMINATION
11.1 Account close
At any time, you can request to close your account and stop using our Services, terminate the Terms by giving us thirty (30) days' written notice where there are no outstanding transactions, compliance holds, or regulatory restrictions affecting your account.
11.2 We reserve the right to suspend any part or all of your access to our Services if:
• You failed to provide information requested by us to facilitate your Payment Transactions;
• Your Account has been inactive for more than 12 months;
• We receive instructions to do so by the relevant authorities; • We believe that access to your Account has been compromised; or
• We are required to conduct an investigation into your Accounts.
• A suspension, delay, or restriction has been imposed by a Third-Party Provider in connection with your account or transactions.
11.3 Depending on the situation and our legal obligations, we may or may not disclose the reason for your suspension.
11.4 When your Account is suspended, you will not be able to order any Payment Transactions. Your e-money and virtual assets in your Account still belongs to you, but you will not be able to use them until the suspension is uplifted.
12. Third-Party Compliance Holds, Reviews, and Delays
12.1. Use of Regulated Partners
The Client acknowledges and agrees that First Canada Limited utilises third-party banking partners, electronic money institutions, payment service providers and other regulated entities (“Partners”) for the processing, safeguarding, settlement and/or execution of payment transactions.
12.2. Regulatory and Compliance Holds
The Client understands that Partners may, at their sole discretion and without prior notice, impose a temporary hold, freeze, delay or restriction on funds or transactions in order to comply with applicable laws and regulations, including but not limited to:
(a) anti-money laundering and counter-terrorist financing obligations (AML/CTF);
(b) sanctions screening and embargo requirements;
(c) fraud, security or operational risk controls;
(d) internal investigations, system reviews or regulatory directives.
12.3. Effect of Third-Party Actions
Where a Partner initiates any such review or hold, the Client acknowledges that: (a) First Canada Limited may be legally restricted from providing details regarding the review, its scope, or its duration;
(b) First Canada Limited has no control over the timing, handling or outcome of the Partner’s review;
(c) First Canada Limited shall not be liable for any loss, damage, delay or indirect consequences arising from a Partner’s actions or inactions;
(d) Funds shall be released, returned, refunded, or otherwise made available until completion of the partner’s review and receipt of all necessary approvals.
12.4. Cooperation With Information Requests
The Client agrees to promptly provide any documentation or information reasonably required by First Canada Limited or its Partners to satisfy compliance requirements, including but not limited to: invoices, contracts, commercial justifications, source of funds, purpose of payment, identity or verification documents, or any other supporting evidence deemed necessary.
12.5. No Guarantee of Processing Times First Canada Limited makes no representation, warranty or guarantee regarding the processing time of any transaction where a Partner has initiated a compliance, regulatory or operational review. Any timeframes communicated by First Canada Limited shall be deemed estimates only and shall not be binding.
12.6. Suspension of Services First Canada Limited reserves the right to suspend, delay or refuse the execution of any transaction where First Canada Limited or its Partners determine, in their sole discretion, that such action is necessary for compliance or riskmanagement purposes.
12.7. Indemnity
The Client agrees to indemnify and hold harmless First Canada Limited from any claims, liabilities, losses, damages or expenses arising out of or relating to delays, freezes, or reviews initiated by Partners in accordance with their legal or regulatory obligations.
12.8. Reputational Protection
The Client agrees that it shall not make false, misleading or defamatory statements regarding First Canada Limited in circumstances where delays or disruptions are caused by a Partner’s regulatory obligations or actions beyond the reasonable control of First Canada Limited.
12.9. Any request for termination, account closure, or return shall remain subject to the completion of all applicable compliance, regulatory, and third-party reviews.
13. INDEMNITIES
13.1 Customer's Indemnity.
The Customer shall indemnify and keep indemnified First Canada Limited and its Affiliates on demand against all Losses incurred or suffered by First Canada Limited and its Affiliates in connection with or as a result of:
(a) the Customer's breach of any term of the Terms;
(b) failure to comply with Applicable Law;
(c) failure to comply with the Acceptable Use Policy;
(d) the Customer's use or misuse of the Services including First Canada Limited Platform;
(e) a third party alleging that First Canada Limited’ use of the Customer Materials as permitted by the Terms infringes any Intellectual Property Rights;
(f) First Canada Limited acting on any of the Customer's or any of its Authorised Users' instructions or which First Canada Limited reasonably believe to have been made by the Customer or an Authorised User; or
(g) First Canada Limited funding or arranging to fund all or part of any transactions pursuant to the Customer's instruction, and the Customer cancels or fails to fully fund such transactions and First Canada Limited incurs Losses as a result of the investment, deposit or other deployment of that funding or the unwinding of any arrangement for that funding.
14. ANTI-BRIBERY, ANTI-CORRUPTION AND SANCTIONS
14.1 The Customer will (and will ensure that any Personnel will):
comply with all Applicable Law relating to Sanctions, bribery and corruption
including the –
a. the Hong Kong Anti-Money Laundering and Counter-Terrorist Financing
Ordinance (Cap. 615);
b. the Hong Kong Prevention of Bribery Ordinance (Cap. 201);
c. the UK Bribery Act 2010;
d. the US Foreign Corrupt Practices Act;
e. the Crimes Act 1914 (Cth) and Criminal Code Act 1995 (Cth);
f. all applicable European Union sanctions regulations and directives;
g. United Nations Security Council sanctions resolutions;
h. the sanctions laws and regulations administered by the U.S. Office of Foreign
Assets Control (OFAC);
i. all applicable Bulgarian anti-money laundering and counter-terrorist financing legislation, including the Measures Against Money Laundering Act and relevant implementing regulations;
j. all applicable Canadian anti-corruption, sanctions, and AML/CTF legislation, including the Corruption of Foreign Public Officials Act, the Special Economic Measures Act, the Justice for Victims of Corrupt Foreign Officials Act (Sergei
Magnitsky Law), and the Proceeds of Crime (Money Laundering) and Terrorist
Financing Act;
k. and any laws and rules based on the OECD treaty (“ABC Legislation”).and any laws and rules based on the OECD treaty ('ABC Legislation');
l. not do or omit to do anything likely to cause First Canada Limited to be in breach of any such
ABC Legislation;
m. not give or receive any bribes, including in relation to any public official;
n. maintain a programme designed to ensure compliance with ABC Legislation, including an education and training programme and measures reasonably calculated to prevent and detect violations of ABC Legislation; and
o. provide First Canada Limited with sufficient reasonable assistance to enable it to perform any actions required by any government or agency in any jurisdiction for the purpose of compliance with ABC Legislation or in connection with any investigation relating to ABC Legislation.
14.2 The Customer represents and warrants that it is not, and will ensure that none of its Personnel is a Restricted Person and do not act directly or indirectly on behalf of a Restricted Person.
15. GENERAL
15.1 Complaints
Please let us know if we have made a mistake or you feel that we have not met your expectations in the delivery of our Services. We have internal procedures for handling complaints fairly and promptly in accordance with our regulatory requirements. A copy of our complaints procedure is available upon request.
15.2 Notices
All notices, demands and other communications provided for or permitted under the Terms must be: (i) made in writing in English; and
(ii) if:
(a) given to First Canada Limited, it must be addressed to the postal address or email address set out in clause 3.2 (or otherwise as notified by First Canada Limited to you from time to time); and
(b) given to the Customer, it must be addressed to the postal address or email address which First Canada Limited has recorded for the Customer in the Customer’s First Canada Limited Profile as the Customer has updated from time to time.
(c) All notices, demands and other communications provided for or permitted under the Terms and delivered in accordance with clause 14.2 (a) will be deemed delivered:
(i) if delivered by hand, on signature of a delivery receipt or, if not signed for, at the time the notice is left at the Party’s postal address above; or
(ii) if sent by post, two (2) days after the day of posting; or
(iii) if sent by email, on the day of sending the notice, or if sent outside of usual business hours, at 9:00am the next working day after posting.
(d) Notices to be given by First Canada Limited or its Affiliates to the Customer and/or its Affiliates may be given by First Canada Limited, for and on behalf of its Affiliates, to the Customer directly.
(e) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
15.3 Relationship
Nothing in these General Terms will be construed as creating an agency, a partnership or joint venture between the Parties, constitute any Party being the agent of the other Party, or authorise any Party to make or enter into any commitments for or on behalf of the other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
15.4 Assignment and subcontracting
You will not assign the Terms, in whole or in part, without our prior written consent. Any attempt to do so will be void and constitute a material breach of the Terms. We may assign the Terms, in whole or in part, or subcontract our obligations under it, without your consent.
15.5 Waiver
No failure or delay by a Party to exercise any right or remedy provided under the Terms or Applicable Law, or a single or partial exercise of such right or remedy, will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy.
15.6 Severability
If any provision of the Terms is determined to be invalid, unenforceable or illegal by any court of competent jurisdiction, it will be deemed to have been deleted without affecting the remaining provisions. If such provision would be valid, enforceable and legal if some part of it were modified or deleted, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.
15.7 Records
The Customer agrees that, except in the case of manifest error, First Canada Limited 's records of the Customer's use of the Services and of transactions carried out through the First Canada Limited Platform is conclusive evidence of its contents.
15.8 Set-Off
We may at any time set off any payment liability you have to us against any payment liability that we have to you, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under these General Terms. If the liabilities to be set off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off. Our right to set off includes, but is not limited to, setting off the amount of any payment you have requested against any amount collected through any account you have with First Canada Limited.
15.9 Other languages
The Terms are made in the English language. They may be translated to other languages for convenience only, and in the event of any inconsistency, the English language version will prevail.
15.10 Governing law
The Terms will be governed by and constructed in accordance with the laws of
Canada. The Canada courts have exclusive jurisdiction to settle any dispute (including non-contractual disputes or claims arising out of, relating to or having any connection with these Terms (for the purpose of this clause, a ‘Dispute’) and each party submits to the exclusive jurisdiction of the Canada courts. For the purposes of this clause 15.11, each party waives any objection to the Canada courts on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute.
15.11 Class waiver
To the fullest extent permitted by law, each Party agrees that any dispute arising out of or in connection with the Terms, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim or dispute proceeds in court rather than through arbitration, each Party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to the Terms or any of the transactions contemplated between the Parties.