Merchant 1 Payments Merchant Agreement

Merchant Application & Agreement
Merchant 1 Payments
Phone: 1-877-797-1783
Fax: 1-800-541-2613
Sales Rep:
1-877-797-1783
Telephone #:
BUSINESS INFORMATION
Doing Business As (DBA) Name
Legal Business Name
Business Location Address (No PO Boxes)
Business Mailing/Billing Address
Province
City
Postal Code
City
Contact Person
Province
Postal Code
Website Address
Email Address
Business Phone
Years in Bus.
Merchant Profile Time Zone:
Ownership Type
PST
Sole Prop
MST
CST
Partnership
Corp
EST
NF
Services For Which You Subscribe
Non Profit
Description of Goods or Service Sold
Average
Ticket
Size: $
GST/HST
Credit
Debit
Gift Cards
AMEX
Visa & MasterCard Information
Visa & MasterCard
Sales Profile
Merchant Type
Monthly VISA
Card Sales
Volume: $
Retail
Service
Lodging
Home based
Restaurant
Other
MOTO
Monthly M/C
Card Sales
Volume: $
All columns below
must equal 100%
Card Swiped
%
Manually Keyed
%
Mail/Tel. Order
%
E-Commerce
%
Highest
Ticket
Volume: $
Total
Monthly
Sales: $
OWNER INFORMATION
Name
Title
Ownership
%
Date of Birth (mm/dd/yyyy)
(REQUIRED)
SIN
Home Phone #
Mobile/Cell Phone No.
Home Address
City
Province
Name
Title
Postal Code
Ownership
%
Date of Birth
(mm/dd/yyyy)
SIN
Home Phone #
Mobile/Cell Phone No.
City
Province
(REQUIRED)
Home Address
Postal Code
EQUIPMENT
INGENICO ICT250
Purchase
Equipment Type:
INGENICO IWL220B
Dial
Wireless Mobile
Purchase Price $
INGENICO IWL250G
IP
Dial + Pin Pad
Qty
INGENICO IPP320 PIN PAD
Virtual Gateway
IP + Pin Pad
Lease
(
48 months)
POS Terminal
Account Set-up
$
Annual Fee $
$
Total Monthly Lease
Signature
Title
Date
Signature
Title
Date
$
Please check each card you wish to accept.
Note: acceptance of card types not selected will result in discount downgrades
All VISA/MasterCard/Union Pay/Discover
All VISA/MasterCard Debit
Tiered
VISA
Rate% + Per Item
Discover
Rate% + Per Item
Fee Type
Union Pay
Rate% + Per Item
Application Fee
$
%+$
%+$
%+$
%+$
Installation/Training
$
Non Qualified
%+$
%+$
%+$
%+$
Return Item Fee
$
25.00
Rate% + Per Item
Rate% + Per Item
Rate% + Per Item
Rate% + Per Item
$
25.00
%+$
%+$
%+$
%+$
Pass Thru:
IC Plus
Or
IC Diff
Markup
Chargeback
%+$
%+$
%+$
%+$
For IC Plus pricing all Interchange cost set by the Payment Brands will passed through at cost plus
the mark up.
(per occur)
Account Maintenance Fee
$
Monthly Service Fee
$
10.00
Minimum Discount (per mo)
$
25.00
Annual Fee
$
Start Month
$
Wireless Setup Fee
$
Wireless Monthly Fee
$
VISA
MasterCard
(DI,BC Card, DinaCard)
American Express
Union Pay
$
Voice Auth - Touch Tone
$
0.75 Other:
$
Voice Bank Referral
$
Voice Auth Operator Assisted $
0.75 Other:
Voice with AVS
Yes
No
Is the physical site inspected the same as the DBA address?
Does Website meet all internet requirements?
Business located in:
seperate building
$
$
$
0.75 Other:
2.50 Other:
Amex SE #_______________________________________________
Yes
No
No
Yes
No
(10 digits)
Is this a retail location?
Yes
Yes
No
Is merchandise consistent with type of business?
Is adequate inventory displayed?
private residence
$
$
Monthly Gateway Fee
Is merchant name as it appears on signage
Yes
9.99
$
Monthly PCI Fee
Other Fees May Apply. See Merchant Application
Authorizations
Auth $___________
Have you physically been on site?
0.087%
MasterCard Assessment
Foreign Network
AMEX
Discover
$
$
$
$ 0.10
$
0.09%
Visa Assessment
For flat rate pricing, the flat rate will apply to all Visa, MasterCard and Discover transactions
All card association and foreign assessment fees will be passed through.
PIN
Debit
(per occur)
Rates are for all card acceptance types selected above.
For IC Differential pricing the Qualified Discount Rate will apply to transactions that meet the Conusmer
Electronic criteria set by the Payment Brands. All Non-Qualified Interchange rate will be passed through
at cost plus the mark up.
On Site
location
Amt. $
Qualified
Flat Rate
Pricing Information
MasterCard
Rate% + Per Item
Fees
Card Accept
Merchant Application
Yes
shopping center/mall
No
No
office building
kiosk
other(describe):___________________________________________________________________________________________
Equip
Training
Code
POS Description
Point of Sale
Qty
Training Contact Name:
Saturday Delivery
Purchase
Purchase Price
Per Unit
Lease
$
$
$
$
$
$
Training Contact Phone
Next Day Air
2nd Day Air
Monthly Lease
Rate Per Unit
Lease Term
Months
All applicable taxes will be applied
Elavon Bills One Time Fees
MSP Bills One Time Fees
AUTHORIZATION FOR AUTOMATIC WITHDRAWAL OF MONTHLY PAYMENTS
Merchant hereby authorizes Elavon, through its Ladco Leasing division (”Lessor”), to automatically withdraw Merchant’s monthly lease payment and any amounts, including any and all
taxes or other charges owed in accordance with the lease, as applicable, by initiating debit entries to the Merchant’s account at the financial institution (”Bank”) indicated hereon or such
other financial institute used by the Merchant from time to time. A lease payment ( whether paid by debit or other means) that is not honored by Bank for any reason will be subject to a
returned item service fee imposed by Lessor. This auhtorization shall remain in effect until Lessor has recieved written notice from Merchant of its termination.
Bank Name:
ABA/Routing #:
DDA Account #:
___________Initials
GST AND Form W-8BEN (Non-US Entities/Citizens/Residents)
GST TAX ID:
The W-8BEN form establishes your non-US status. (Partnerships and US Entities/Citizens/Residents require additional documentation. Discuss with your sales representative.) Beneficial owner and residence address below should reflect that of the
business’ legal entity. For Individuals/Sole Proprietors, this should always be the owner’s information (name and address). For definitions of beneficial owner and permanent residence address, see below.
✔
Individual/Sole Proprietor
Estate
Corporation
Government
Disregarded Entity
International Organization
Partnership (additional paperwork required)
Central Bank of Issue
BENEFICIAL OWNER (OWNERSHIP):
Tax-exempt organization
Simple Trust
Grantor Trust
Complex Trust
Private Foundation
COUNTRY OF INCORPORATE OR ORGANIZATION:
PERMANENT RESIDENCE ADDRESS (NO PO BOXES OR IN-CARE-OF ADDRESSES):
CITY, PROVINCE, POSTAL CODE
COUNTRY (DO NOT ABBREVIATE):
MAILING ADDRESS (IF DIFFERENT THAN ABOVE):
CITY, PROVINCE, POSTAL CODE
COUNTRY (DO NOT ABBREVIATE):
MERCHANT REPRESENTATIONS AND CERTIFICATIONS
Merchant Representations and Certifications. By signing below, the applicant merchant
(“Merchant”) and its representative(s) represent and warrant to Elavon Canada Company,
doing business as Elavon Canada (“Elavon”), U. S. Bank National Association Canada
branch (“VISA Member”), if we provide VISA services to you, Elavon Canada Company
("MasterCard Member"), if we provide MasterCard services to you, Elavon Canada Company
(“Discover Member”), if we provide Discover services to you, and Elavon Canada Company (“Union
Pay Member”), if we provide Union Pay services to you. (VISA Member, MasterCard Member,
Discover Member, and Union Pay Member shall each be referred to as a "Member", collectively the
"Members", and Elavon and the Members shall be collectively referred to as “we”, "our" or “us”) that
(i) all information provided in this merchant application (“Merchant Application”) is true and complete
and properly reflects the business, financial condition, and principal partners, owners, or officers of
Merchant; and (ii) the persons signing this Merchant Application are duly authorized to bind Merchant
to all provisions of this Merchant Application and the Agreement. Further, by signing below, if leasing
equipment, Merchant and its representative(s) agree that the Leased Equipment is subject to the
terms and conditions set forth in the Terms of Service (“TOS”) and have had an opportunity to review
such terms. The signature by an authorized representative of Merchant on the Merchant Application,
or the transmission of Transaction Receipt or other evidence of a Transaction to us, shall be the
Merchant’s acceptance of and agreement to the terms and conditions contained in the Agreement
including, without limitation, this Merchant Application, the TOS and the Merchant Operating Guide
(“MOG”) each of which is incorporated herein by this reference and located at our website at
https://www.merchantconnect.com/CWRWeb/pdf/TOS_ENG.pdf and
https://www.merchantconnect.com/CWRWeb/pdf/MOG_Eng.pdf, respectively. If Merchant does not
have access to view the TOS or MOG at our website please contact our merchant customer service
centre at 1-866-310-3345. Merchant agrees to comply with the Agreement and all applicable laws,
rules, and regulations including the rules and regulations of the Payment Networks, and understands
that failure to comply will result in termination of processing services. Capitalized terms shall, unless
otherwise defined in this Merchant Application, have the same meaning ascribed to them in the TOS
and MOG.
d
Merchant agrees to establish and maintain sufficient funds in a designated bank account to
accommodate all transactions including, but not limited to, Chargebacks, returns, adjustments, fees,
fines, penalties and any other payments due under the Agreement. In addition to the fees set forth in
the Merchant Application, you will pay fees to Elavon at the then current rates for account
maintenance (e.g., dda/dba changes), special processing, retraining, equipment swaps and research
including, but not limited to, research required to respond to any third party or government subpoena,
levy or garnishment on your account. Merchant authorizes us to credit/debit such account as
necessary to effect all such payments, agrees that all such debits are pre-authorized debits for
business purposes as defined under Rule H1 of the Canadian Payments Association Rules and
agrees to hereby waive the right to receive advance notice from us of any and all debits made by us
from such account or any other account maintained by Merchant at any financial institution.
Merchant understands that we may take any or all of the following actions if considered necessary by
us to protect ourselves from financial loss: establish, or require Merchant to establish, a reserve
account; impose a processing limit or cap on the dollar amount of sales transactions that we will
process for Merchant, which may be changed from time to time with or without notice to Merchant;
establish holdback periods on payments to be made to Merchant; and/or suspend the processing of
sales drafts for as long as necessary to investigate suspicious, unusual or excessive deposit or
transaction activity.
Merchant understands that an authorization code is not a guarantee of acceptance or payment of a
Transaction. Receipt of an authorization code does not mean that merchant will not receive a
Chargeback for that Transaction.
This Merchant Application may be signed in one or more counterparts, each of which shall constitute
an original and all of which, taken together, shall constitute one and the same Merchant Application.
Delivery of executed counterparts of this Merchant Application may be accomplished by a facsimile
transmission, and a signed facsimile or copy of this Merchant Application shall constitute a signed
original.
All merchants must comply with the requirements of the Payment Card Industry Data Security Standards
(“PCI DSS”). Elavon requires Level 4 merchants (determined based on Transaction volume) to validate
PCI DSS compliance on an annual basis, with initial validation to occur no later than ninety (90) days after
account approval. Any merchant that has not validated PCI DSS compliance within ninety (90) days of
account approval, or in subsequent years on or before the anniversary date of account approval, will be
charged a monthly non-compliance fee of $20.00 until Elavon is provided with validation of compliance.
Merchant may be eligible for Data Breach Coverage following account approval and PCI DSS compliance
validation.
Merchant, its representative(s) and each person whose information is on this Merchant Application
authorizes us prior to our acceptance of this Merchant Application and from time to time thereafter, for the
purposes of facilitating the provision of our services to Merchant, to (i) investigate the individual and
business history and background of Merchant, each such representative, each such person and any other
officers, partners, proprietors, and/or owners of Merchant (collectively, the "Merchant Parties"); (ii) obtain
credit reports, financial information or other background investigation reports on each of the Merchant
Parties from our affiliates, credit agencies, other financial institutions and references provided by the
Merchant Parties that we consider necessary to review the acceptance and continuation of this Merchant
Application; (iii) use any personal information provided by the Merchant Parties in this Merchant
Application or otherwise or obtained by us under any other provision of this paragraph to respond to any
further application for our services; (iv) facilitate the provision of our services by sharing such personal
information and the results of our enquiries or investigations with our third party service providers, credit
and debit card issuers, credit and debit card associations, credit agencies, governmental taxation
authorities and similar parties; (v) use such personal information to investigate potentially fraudulent or
questionable activities regarding the Merchant's account(s) or the use of our services; (vi) use such
personal information for reporting purposes under credit or debit card association rules or regulations and
to debit and credit card issuers, financial institutions or other credit or debit card related entities; (vii) use
such personal information to offer products and services to the Merchant Parties that might be beneficial;
(viii) use or disclose such personal information in the course of any actual or potential sale, reorganization,
amalgamation or other change to our business; and (ix) collect, use and disclose such personal
information when required or permitted by law.
The parties hereby acknowledge that they have required the Agreement and all related documents to be
drawn up in the English language. Les parties reconnaissent avoir demandé que les présents contrats
ainsi que les documents qui s’y rattachent soient rédigés en langue anglaise.
By signing below, Merchant represents and warrants that it has obtained and read in full the TOS and the
MOG available at https://www.merchantconnect.com/CWRWeb/pdf/TOS_ENG.pdf and
https://www.merchantconnect.com/CWRWeb/pdf/MOG_Eng.pdf or available from our customer service
centre at 1-866-310-3345 prior to signing this Merchant Application and that it agrees with the terms
thereof.
The Merchant Parties also authorize any person or credit reporting
agency to compile information to answer credit inquiries made by
us and to furnish that information to us.
As it pertains to Form W8BEN, under penalties of perjury, I declare that I have examined the
information on this form and to the best of my knowledge and belief it is true, correct, and
complete. I further certify under penalties of perjury that:
1. I am the beneficial owner (or am authorized to sign for the beneficial owner) of all the income to
which this form relates
2. The beneficial owner is not a US person
3. The income to which this form relates is (a) not effectively connected with the conduct of a
trade or business in the United States, (b) effectively connected but is not subject to tax under an
income tax treaty, or (c) the partner’s share of a partnership’s effectively connected income, and
4. For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person
as defined in the instructions.
Furthermore, I authorized this form to be provided to any withholding agent that has control,
receipt, or custody of the income of which I am the beneficial owner or any withholding agent that
can disburse or make payments of the income of which I am the beneficial owner.
The Internal Revenue Service does not require your consent to any provisions of this document
other than the certifications required to establish your status as a non-US person and, if
applicable, obtain reduced rate of withholding.
SIGNATURE: X
PRINTED NAME:
TITLE:
DATE:
SIGNATURE: X
PRINTED NAME:
TITLE:
DATE:
PERSONAL GUARANTY
As a primary inducement to us to accept this Merchant Application, the undersigned Guarantor(s), by signing the Merchant Application, jointly and severally, and in Quebec solidarily, unconditionally and
irrevocably, guarantee the continuing full and faithful performance and payment by Merchant of each of Merchant's duties, debts, liabilities and obligations to us (including, without limitation, in respect of
Chargebacks and obligations in connection with Leased Equipment, if applicable) pursuant to the Merchant Application and Agreement, as may be amended from time to time, with or
without notice (collectively, the "Obligations"). Guarantor(s) agrees that this is a continuing guarantee and that Guarantor's(s') liability will not be discharged, affected or released by (a) any event which results in
Merchant not being under a legal obligation to make any payment or perform any Obligation, or (b) any event which results in Guarantor(s) not being under a legal obligation to make any payment or perform any
obligation hereunder including by the Guarantor’s(s') death or legal incapacity. Guarantor(s) understand further that we may proceed directly against Guarantor(s) without first exhausting our remedies against any
other person or entity responsible therefore to them or any security held by us or Merchant. Guarantor(s) renounces the benefit of discussion and division. This guarantee will bind all heirs, administrators, estate
trustees, representatives, permitted successors and assigns of Guarantor(s) and may be enforced by or for the benefit of any of our successors. Guarantor(s) understand that the inducement to us to accept this
Merchant Application is consideration for the guarantee and that this guarantee remains in full force and effect even if the Guarantor(s) receive no additional benefit from the guarantee. Each of this guarantee,
the Merchant Application and the Agreement is a business agreement and any limitation period is expressly excluded and waived entirely. Guarantor(s) acknowledges that this guarantee is a summary of the
guarantee provisions in the TOS (defined above), agrees that this guarantee is subject to the terms and conditions set forth in the TOS and, by signing below, represents and warrants that it has obtained and
read in full the TOS available at https://www.merchantconnect.com/CWRWeb/pdf/TOS_ENG.pdf or available from our customer service centre at 1-866-310-3345 prior to signing below and that it agrees with the
terms thereof.
The undersigned hereby authorizes any credit reporting agency or bureau to furnish us upon our request with a credit bureau report
that relates to the undersigned.
SIGNATURE: X
PRINTED NAME:
DATE:
SIGNATURE: X
PRINTED NAME:
DATE:
ADDITIONAL INFORMATION
The W-8BEN form (and W-8IMY form for partnerships) establishes your non-US status. (US citizens/residents must complete the section designated for US citizens and residents)
Form W-8BEN - Non-US Entities/Citizens/Residents – Required (additional Partners must complete the additional W-8BEN form)
Individual/Sole Proprietor
Estate
Government
Corporation
Disregarded Entity
International Organization
Partnership
Central Bank of Issue
Simple Trust
Grantor Trust
Tax-exempt organization
Complex Trust
Private Foundation
For Partnership, please indicate % of ownership represented by this beneficial owner:
%
Note: Beneficial owner and residence address below should reflect that of the business’ legal entity. For Individuals/Sole Proprietors, this should always be the owner’s information (name and address). For
definitions of beneficial owner and permanent residence address, see below.
Beneficial Owner (ownership):
Country of incorporate or organization:
Permanent residence address (No PO boxes or in-care-of addresses):
City, province, postal code
Country (do not abbreviate):
Mailing Address (if different than above)
City, province, postal code
Country (do not abbreviate):
Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that:
1. I am the beneficial owner (or am authorized to sign for the beneficial owner) of all the income to which this form relates
2. The beneficial owner is not a US person
3. The income to which this form relates is (a) not effectively connected with the conduct of a trade or business in the United States, (b) effectively connected but is not subject to tax under an income tax
treaty, or (c) the partner’s share of a partnership’s effectively connected income, and
4. For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions.
Furthermore, I authorized this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or
make payments of the income of which I am the beneficial owner.
Printed Name:
Signature: X
Title/Capacity:
Date:
Form W-8IMY - Partnerships – Required
Individual/Organization acting as intermediary:
Country of incorporate or organization:
Qualified Intermediary
Nonqualified intermediary
Nonwithholding foreign partnership
Withholding foreign partnership
Withholding foreign trust
U.S. branch
Nonwithholding foreign simple trust
Nonwithholding foreign grantor trust
Permanent residence address (No PO boxes or in-care-of addresses):
City, province, postal code
Country (do not abbreviate):
Mailing Address (if different than above)
City, province, postal code
Country (do not abbreviate):
I certify that the entity identified above:

Is a nonwithholding foreign partnership, a nonwithholding foreign simple trust, or a nonwithholding foreign grantor trust and that the payments to which this certificate relates are not effectively
connected, or are not treated as effectively connected, with the conduct of a trade or business in the United States, and

Is using this form to transmit withholding certificates and/or other documentary evidence and has provided or will provide a withholding statement, as required.
Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. Furthermore, I authorize this form to be
provided to any withholding agent that has control, receipt, or custody of the income for which I am providing this form or any withholding agent that can disburse or make payments of the income for which I
am providing this form.
Date:
Signature: X
Form W-8BEN must be signed and dated by the beneficial owner of the income, or, if the beneficial owner is not an individual, by an authorized representative or officer of the beneficial owner.
Beneficial owner. For payments other than those for which a reduced rate of withholding is claimed under an income tax treaty, the beneficial owner of income is generally the person who is required under
U.S. tax principles to include the income in gross income on a tax return. A person is not a beneficial owner of income, however, to the extent that person is receiving the income as a nominee, agent, or
custodian, or to the extent the person is a conduit whose participation in a transaction is disregarded. In the case of amounts paid that do not constitute income, beneficial ownership is determined as if the
payment were income. Foreign partnerships, foreign simple trusts, and foreign grantor trusts are not the beneficial owners of income paid to the partnership or trust.
Permanent residence address. Your permanent residence address is the address in the country where you claim to be a resident for purposes of that country’s income tax. Do not show the address of a
financial institution, a post office box, or an address used solely for mailing purposes. If you are an individual who does not have a tax residence in any country, your permanent residence is where you
normally reside. If you are not an individual and you do not have a tax residence in any country, the permanent residence address is where you maintain your principal office.
US persons including US citizens and residents Only - Required
Business Type:
Sole Proprietor
Public Corp
Closely Held Corp
Sub S Corp
Government
Limited Partnership
Tax Exempt Organization (include documents that support Exempt Status)
Limited Liability Company – Tax Classification (D=disregarded entity, C=corporation, P=partnership):
General Partnership
Other (Assn/Estate/Trust)
(If LLC, please indicate D, C or P)
For Limited Partnership, General Partnership or Limited Liability Company – Partnership, please indicate % of ownership represented by this beneficial owner:
Note: Name (of business) as shown on your business income tax returns. For Sole Proprietors, this should always be the owner’s name.
Name:
Address:
City:
State:
Zip Code:
o
r
TIN (Social Security #):
TIN (Employer Identification #):
%
Lease Number
Ladco Leasing Canada
2201 Speers Road
Oakville, Ontario L6L 2X9
800-678-8666 ph 877-460-1802 fax
Lease Start Date
NON-CANCELLABLE LEASE AGREEMENT (Commercial)
ABOUT YOUR BUSINESS
LESSEE (HEREIN “LESSEE” OR “YOU”)
LEGAL OR CORPORATE NAME
DBA NAME OF BUSINESS
BILLING ADDRESS
CITY
PROVINCE
POSTAL CODE
TELEPHONE
BUSINESS ADDRESS (IF DIFFERENT FROM BILLING)
CITY
PROVINCE
POSTAL CODE
TELEPHONE
(
)
(
TYPE OF BUSINESS
Corporation
Partnership
Sole Proprietorship
Other (describe) __________________
)
YEARS IN BUSINESS_________#6_____
EQUIPMENT SUPPLIER
SUPPLIER NAME
Merchant 1 Payments
8900 Keele St. # 220
TELEPHONE
BILLING ADDRESS
CITY
PROVINCE/STATE
Concord
ON
1-877-797-1783
POSTAL/ZIP CODE L4K-2N2
EQUIPMENT & PAYMENT INFORMATION
DESCRIPTION (MANUFACTURER, MODEL)
QUANTITY
LEASE TERM
____________ MONTHS
________________________________________________
________
MONTHLY PAYMENT
$__________________
________________________________________________
________
________________________________________________
________
(PLUS TAXES, IF APPLICABLE)
GST/HST # 856425541-RT0001
QST # 1207890681
ABOUT YOUR BANK
BANK NAME
BUSINESS CHEQUEING ACCOUNT NO.
BRANCH ADDRESS
You hereby authorize Elavon Canada Company, d.b.a. Ladco Leasing Canada, and its successor or assign (hereinafter “Lessor”, “us” or “we ”) and our agents to wi thdraw without advance
notice to you, which notice you waive, any amounts, including without limitation any and all taxes now due or imposed, owed by you in conjunction with this Lease, by initiating periodic debit
entries to your account specified above (the “Account”) at the financial institution specified above (hereinafter “Bank”), or at such other financial institution (“Bank” also) as you may from time to
time use or designate. Upon a default (as defined below), you authorize debit of the Account for the full amount due under this Non-Cancellable Lease Agreement (Commercial) (this “Lease”).
You agree to contest debits that might be invalid within ninety days of the debit date, or the debit will be deemed valid. In the event that we withdraw funds erroneously from the Account, you
authorize us to credit the Account for an amount not to exceed the original amount of the debit. This authorization is to remain in full force and effect until Bank and we have received written
notice from you of your termination in such time and in such manner as to afford us and Bank a reasonable opportunity to act. You agree that any withdrawals authorized above are preauthorized debits for business purposes, as defined under Rule H1 of the Canadian Payments Association. Y ou represent, warrant and guarantee that all persons whose signatures are
required to sign on the Account have signed this Lease below and that the Account is a business purpose account. By providing and delivering this authorization to us, this constitutes delivery
to Bank.
LEASE ACCEPTANCE
THIS IS A NON-CANCELLABLE LEASE FOR THE FULL TERM INDICATED HEREIN.
You agree to all terms and conditions contained in this Lease and acknowledge receipt of a copy of all 2 pages hereof with all information completed. However, you authorize us to insert the
serial numbers and other identification data of the Equipment when determined by us and dates or other omitted factual matters and to correct any typographical or spelling errors. You
acknowledge acceptance and receipt of the Equipment and certify that the Equipment shall be used for business purposes only. The undersigned authorized signer of Lessee affirms that
he/she is a duly authorized corporate officer, partner or proprietor of Lessee. You hereby authorize any credit reporting agency or bureau to furnish to us upon our
request a credit bureau report that relates to Lessee.
Lessee (Authorized Signer(s))
X X
Title
Print Name(s)
Date
PERSONAL GUARANTEE
The undersigned (“Guarantor”) unconditionally guarantees payment and performance of all obligations of Lessee hereunder, including without limitation payment on demand of all sums due
hereunder upon a Default (as defined below). Guarantor agrees to pay all legal fees and other expenses incurred by Lessor by reason of default by Lessee. This is a continuing guarantee and
shall not be discharged or affected by death of Guarantor, and shall bind the heirs, administrators, representatives, successors and assigns of Guarantor. Guarantor agrees that his or her
liability will not be affected or released: (a) by any variation, renewal, extension or replacement of the Equipment, the lease payments, this Lease, other agreements or any security (including
any other guarantees) held by us; (b) by any extension of time or other indulgence given by the us to Lessee or others under the Lease or any security; (c) by any delay or refusal by us to
require or enforce payment of this Lease or any security; (d) by t he taking, non-perfecting, or giving up of any security or by any dealings with Lessee or others respecting this Lease or any
security; (e) by the undersigned’s death or legal incapacity or the dissolution, amalgamation, other fundamental change, death or legal incapacity, as the case may be, of Lessee; or (f) by any
event which results in Lessee not being under a legal obligation to make any payment or perform any obligation under this Lease. We need not exhaust our recourse against Lessee or others
under this Lease or any security before being entitled to payment by Guarantor. Guarantor renounces the benefit of discussion and division. If more th an one Guarantor signs this Lease, the
obligations set out in it are joint and several. Guarantor hereby authorizes any credit reporting agency or bureau to furnish to us upon our request a credit
bureau report that relates to the Guarantor.
Guarantor’s Signature X
X
Witness to Guarantor’s Signature X
GUARANTOR’S HOME ADDRESS
, an individual
CITY, PROVINCE, POSTAL CODE
ACCEPTANCE BY LADCO LEASING CANADA
HOME TELEPHONE
Print Name
Date
Print Name
Date
SOCIAL INSURANCE NUMBER (OPTIONAL)
DATE
1. NON-CANCELLABLE LEASE. This Lease cannot be cancelled by you during the term hereof. We hereby lease to you and you hereby lease from us the equipment described above and/or software and
related license agreement(s) described above (collectively, the “Software”) (collectively and hereinafter with all replacement parts, repairs, additions, attachments and accessories included therein and/or affixed
thereto, referred to as the “Equipment”), on terms and conditions set forth above and herein for the term set forth above. The parties agree that the lease of the Equipment in this Lease is, for all purposes, a
financial lease under a financial lease agreement (as such terms are used in the Bank Act (Canada) and the regulations thereunder).
2. NO WARRANTIES BY LESSOR. Lessor has made and makes no representations or warranties of any kind or nature, directly or indirectly, expressed or implied, as to any matter whatsoever, including the
suitability of the Equipment, its durability, its condition, and/or its quality. You lease the Equipment “as-is”. We disclaim any warranty of merchantability or fitness for use or purpose whether arising by operation
of law or otherwise. We shall not be liable to you or others for any loss, damage or expense of any kind or nature caused directly or indirectly by any Equipment however arising, or the use or maintenance
thereof or the failure of operation thereof, or the repairs, service or adjustment thereto. No representation or warranty as to the Equipment or any other matter by the supplier named above (the "Vendor"), the
manufacturer or others shall be binding on us nor shall the breach of such relieve you of, or in any way affect, any of your obligations to us herein. If the Equipment is not satisfactory for any reason, you shall
make any claim on account thereof solely against the Vendor and/or manufacturer and you shall nevertheless perform all of you obligations under this Lease. You will not assert any claim whatsoever against
us for any loss whatsoever including without limitation any loss of anticipatory profits or any other indirect, special, or consequential damages. We make no warranty as to the treatment of this Lease for
accounting or tax purposes. Neither Vendor nor any agent of Vendor is an agent of us or is authorized to waive or alter any term or condition of this Lease.
3. ORDERING EQUIPMENT; LESSOR'S RIGHT TO TERMINATE. You have selected the Equipment and the Vendor and requested that we purchase the Equipment from the Vendor and arrange for delivery
to you at your expense. If within forty-five (45) days from the date we order the Equipment, it has not been delivered, installed and accepted by you in form satisfactory to us, we may on ten (10) days' written
notice to you terminate this Lease and our obligations to you.
Ladco Leasing Canada General Use Outside Quebec 10%-Rev 08/2011
Page 1 of 2
NON-CANCELLABLE LEASE AGREEMENT (Commercial)
4. TERM AND PAYMENTS. The sum of all periodic monthly installment payments indicated herein or on any attached schedule shall constitute the aggregate payments under this Lease. The term of this Lease
shall commence as of the date that this Lease is accepted by us ("the Commencement Date"), and shall continue until all of your obligations under this Lease have been fully performed. The installment payments
shall be payable monthly in advance, the first payment being due on t he Commencement Date, or such later date as we designate in writing, and subsequent payments shall be due on the same day of each
successive month thereafter until all of the balance of the payments and any additional payments or expenses payable by you under this Lease have been paid in full. All payments shall be made to us by preauthorized debit as contemplated herein or at the address set forth herein or such other address as we may designate in writing. A lease payment (whether paid by debit or other means) that is not honored by
Bank for any reason will be subject to a returned item service fee in the amount of $20 payable by you to us, the amount of which may be debited from the Account. Should it be necessary to switch to statement
billing from pre-authorized debits, we are authorized to add a $10.00 per month service charge to the monthly payment amount as reimbursement for the added service and processing expenses. Your obligation
to make all payments hereunder shall be absolute and unconditional and is not subject to any abatement, set-off, defense or counterclaim for any reason whatsoever. If a security deposit is indicated above, the
same shall be held by us to secure the faithful performance of this Lease and returned or applied in accordance with Paragraph 15(d) hereof. If you fail to make any monthly payment or other amount required
herein to be paid to us within five (5) days of when due, you agree to pay us, in addition to the required payment, a late fee of 15% of the amount past due (but at least $7.50) for each late payment. Each month
the past due payment remains unpaid, an additional late fee will be assessed. Payments are applied to late fees and service charges first and then to payments in respect of lease obligations. These amounts shall
be payable in addition to all amounts payable by you to us as a result of exercise of any of the remedies herein provided. If you request and we provide any services not set out herein, you agree to pay additional
applicable fees. In addition to the payment of monthly rent, Lessee agrees to pay Lessor an annual fee in an amount not to exceed $50.00 for the administration, billing, reconciliation, and tracking of payments due
under the lease contract, which may generate a profit to Lessor.
5. ASSIGNMENT. (a) We may assign or transfer this lease or our interest in the Equipment without notice to or consent by you. Any assignee of Lessor shall have all of the rights, but none of the obligations, of
Lessor under this Lease and Lessee agrees that it will not assert against any assignee of Lessor any defense, counterclaim or set-off that Lessee may have against Lessor. (b) You shall not assign all or any part of
your rights or obligations under this Lease or enter into any sublease of all or any part of the Equipment without our prior written consent. (c) You shall not create, incur, assume or suffer to exist any security
interest, mortgage, lien, pledge, hypothec or other right, encumbrance or attachment of any kind whatsoever upon, affecting or with respect to the Equipment or this Lease or any of our interests thereunder.
6. TITLE, QUIET ENJOYMENT. We shall at all times retain title to the Equipment. We may at your expense, cause this Lease or any document, statement or other instrument in respect to this Lease showing our
interest in the Equipment, including without limitation Personal Property Security Act financing statements, to be filed, registered or recorded and/or refiled, reregistered and rerecorded. You waive the right, where
permitted by law, to receive a copy of any financing statement, financing change statement or verification statement. You agree to execute and deliver any document, statement or instrument requested by Lessor
for such purpose, and agree reimburse us for any expense arising therefrom. Y ou shall at your expense protect and defend our title against all persons claiming against or through you, at all times keep the
Equipment free from legal process or encumbrance whatsoever and, shall give us immediate notice thereof and shall indemnify us from any loss caused thereby. You agrees to procure for and deliver to us, such
estoppel certificates, landlord's or mortgagees' waiver or other similar documents as we may request. Provided you is not in default hereunder, you may quietly use and enjoy the Equipment subject to the terms
hereof. 7. CARE, USE AND LOCATION. You shall maintain the Equipment in good operating condition, repair and appearance, and protect the same from deterioration other than normal wear and tear; shall use
the Equipment in the regular course of its business, within its normal operating capacity, without abuse, and shall comply with all laws, ordinances, regulations, requirements and r ules with respect to the use,
maintenance and operation of the Equipment; shall use the Equipment solely for business purposes; shall not make any modification, alteration or addition to the Equipment, without our prior written consent; shall
not affix the Equipment to realty as to change its nature to a fixture; shall keep the Equipment at the location shown herein, and shall not move the Equipment from such location without our prior written consent.
Under no circumstances do we have any responsibility to install, promote, service, clean, maintain or repair the Equipment, all of which is your responsibility. 8. NET LEASE; TAXES. You intend the monthly
payments hereunder to be net to us, and y ou agree to pay all provincial, territorial and federal sales, goods and services, harmonized, use, excise, stamp, documentary and ad v alorem taxes, license and
registration fees, assessment, fines, penalties and similar charges imposed on the lease, possession or use of the Equipment during the term of this Lease; you shall pay all taxes (except our net capital and income
taxes) imposed on us or you with respect to the payments hereunder or the lease of the Equipment; and, shall reimburse us upon demand for any taxes paid by or advanced by us. We are entitled to the tax benefits
available to an owner of the Equipment, including without limitation, the right to claim tax depreciation, capital cost allowance or other deductions in respect of the capital cost thereof, investment tax credits and
deductions for interest incurred by us to finance the purchase of the Equipment, and you shall not take any tax filing position inconsistent with the foregoing. 9. INDEMNITY. You agree to indemnify and save us,
our agents, servants, successors, and assigns harmless from any and all liability, damage or loss, including without limitation reasonable legal fees, arising out of the ownership, selection, possession, leasing,
operation, control, use, condition (including but not limited to latent and other defects, whether or not discoverable by you), maintenance, delivery and return of the Equipment. The indemnities and obligations herein
provided shall continue in full force and effect notwithstanding the termination of this Lease. 10. INSURANCE. You shall keep the Equipment insured against all risks of loss or damage from any cause whatsoever
for not less than the full replacement value thereof. T he amount of such insurance shall be s ufficient so that neither we nor you will be c onsidered a c o-insurer. You shall carry public liability insurance, both
personal injury and equipment damage, covering the Equipment. All such insurance shall be in form and with insurers satisfactory to us, and shall name us and any assignee as first loss payee as its interest may
appear with respect to equipment damage coverage and as additional insured with respect to public liability coverage. You shall pay the premiums for such insurance and upon request deliver to us satisfactory
evidence of insurance coverage required hereunder. The proceeds of such insurance payable, as a r esult of loss or damage to any item of Equipment, shall be applied to satisfy your obligation as set forth in
Paragraph 11 below. You hereby irrevocably appoint us as your attorney-in-fact, to make a claim for, receive payment of and execute and endorse all documents, cheques or drafts, received in payment for loss or
damage under any such insurance policy. This appointment is coupled with an interest and is irrevocable. 11. LOSS OR DESTRUCTION OF EQUIPMENT. You shall notify us immediately and shall bear the
entire risk and be responsible for loss, theft, damage or destruction of the Equipment from any cause whatsoever after taking possession of the Equipment. In such event, you shall at your expense (except to the
extent of any proceeds of insurance provided by you which shall have been received by us as a result thereof), and at our option, shall either (a) repair such item, returning it to its previous condition, unless
damaged beyond repair; or (b) pay us all accrued and unpaid monthly payments and late charges payable hereunder, plus an amount (the “Loss Amount”) equal to (i) the value of all monthly payments to become
due during the remaining term of this lease, plus (ii) the amount of any purchase option or obligation with respect to the Equipment or, if there is no such option or obligation, the fair market value of the Equipment,
as estimated by us in our sole reasonable discretion; or (c) replace such item with a like item acceptable to us, in good condition and of equivalent value, which shall be and become our property, shall be included
within the term “Equipment” as used herein and shall be leased from us herewith for the balance of the full term of this Lease. 12. LOSS OR DESTRUCTION WAIVER. We may in our sole and absolute discretion
waive your responsibility for loss or destruction of the Equipment and for keeping the Equipment fully insured during the lease term (a “Loss or Destruction Waiver”). Should you fail to provide proof of insurance, we
may invoke the Loss or Destruction Waiver and charge a monthly fee at current rates in order that we may fully insure the Equipment even if no such fee is shown in the Equipment & Payment Information section
on the first page of this Lease. In the event of loss or destruction of the Equipment, we shall provide for its replacement with Equipment of comparable value at that time, provided (i) you took reasonable care in
preventing the loss or destruction of the Equipment and (ii) you have paid in a timely manner the required monthly fee for the Loss or Destruction Waiver. You shall cooperate with us in making any claim with
respect to the Equipment. 13. DEFAULT. If any one of the following events (each a " Default") shall occur, then to the extent permitted by applicable law, we shall have the right to exercise any one or more
remedies set forth herein: (a) you fail to pay any payments hereunder, monthly or otherwise, when due; or (b) you fail to pay, when due, any indebtedness owed to us or any of our affiliates arising independently of
this Lease, and such default shall continue for five (5) days; or (c) you fail to perform any of the terms, covenants, or conditions of this Lease, other than as provided above, after ten (10) days' written notice; or (d)
you become insolvent or makes an assignment for the benefit of creditors; or (e) a receiver, trustee or liquidator of you or of all or a substantial part of your assets is appointed with or without your application or
consent; or (f) an application for a bankruptcy order is filed, or any other proceedings are commenced by or against you, or Guarantor, under the Bankruptcy and I nsolvency Act (Canada), or under any other
bankruptcy, arrangement, dissolution, liquidation or insolvency law(s) providing for relief of debtors. 14. REMEDIES. If a Default shall occur, we may, at our option, at any time (a) declare immediately due and
payable and recover from Lessee, as liquidated damages and not as a pe nalty, an amount equal to all accrued and unpaid monthly payments and l ate charges, taxes, and other fees, plus the Loss Amount;
provided, however, that, if a Default shall occur as described in any of sub-paragraphs (d) through (f) in Paragraph 13 above, Lessor without any notice or action shall be deemed to have made such a declaration;
(b) automatically charge any or all of your credit cards or accounts, other lines-of-credit or bank accounts for all money amounts owed; (c) without demand or legal process, enter into the premises where the
Equipment may be found and take possession of and remove the Equipment, without liability for such retaking; or (d) hold, sell or otherwise dispose of any such Equipment at a private or public sale. If we take
possession of the Equipment, we shall give you credit for any sums received by us from the sale or rental of the Equipment after deduction of the expenses of sale or other disposition and you shall remain liable to
us for any deficiency. Notwithstanding the foregoing, to the extent Software is nontransferable or its transfer restricted, you agree that we and/or the licensor of the Software shall have no duty to remarket such
Software or otherwise mitigate any damages relating to such Software. You shall also be liable for and shall pay to us (a) all expenses incurred by us in connection with the enforcement of any of our remedies
including without limitation all collection expenses, that includes, but is not limited to, charges for collection letters and collection calls, charges of collection agencies, sheriffs, etc.; and all expenses of repossessing,
storing, shipping, repairing and selling the Equipment; and (b) reasonable legal fees and court costs. You and we acknowledge the difficulty in establishing a value for the unexpired lease term and, owing to such
difficulty, agree that the provisions of this paragraph represent an agreed measure of damages and are not to be deemed a forfeiture or penalty. All of our remedies hereunder are cumulative, are in addition to any
other remedies provided for by law, and may, to the extent permitted by law, be exercised concurrently or separately. The exercise of any one remedy shall not be deemed to be an election of such remedy or to
preclude the exercise of any other remedy. No failure on our part to exercise and no delay in exercising any right to remedy shall operate as a waiver thereof or modify the terms of this Lease. 15. END OF LEASE
TERM. (a) Upon expiration of the lease term, you shall have the option to purchase the Equipment for an amount equal to 10% of the aggregate lease payments on 12 month, 24 month, 36 month, 48 month or 60
month leases. Written notice of the exercise of this option must be sent to us at least thirty (30) days prior to expiration of the lease term; (b) if you do not elect to purchase the Equipment, then upon expiration or
earlier termination of this Lease, you shall return the Equipment to us in good operating condition and repair, shipped by prepaid and insured freight to a location designated by us. If the Equipment is returned
damaged, incomplete or shows signs of excessive wear, you agree to pay the replacement cost and/or the repair, refurbishing and cleaning cost in an amount designated by us which is payable within ten (10) days
of our demand; (c) if you do not elect to purchase or return the Equipment as provided in (a) or (b) above, the Equipment shall continue to be held and leased hereunder and this Lease shall be extended indefinitely
as to term at the then current monthly payment until we have received payment at least equal to our full investment in the Equipment, as calculated by us, following which, and upon notice from us to you, you shall
be deemed to have purchased the Equipment from us on an “as is, where is” basis, subject to the right of either you or us to terminate the Lease upon thirty (30) days written notice, whereupon you shall deliver the
Equipment to us as set forth in this Paragraph; and (d) provided you have fulfilled all of your obligations hereunder, your security deposit, if any, (1) shall be refunded at the expiration of the Lease without interest or
(2) at your direction, such security deposit may be applied to the purchase of the Equipment by you. 16. PRIVACY. Each of Lessee and G uarantor consents and agrees that we may (i) collect and use any
personal information provided by Lessee or Guarantor or obtained under any provision of this Lease for the purpose of furthering the objects of this Lease and to respond to any further application for services by
Lessee; (ii) use such information to conduct credit checks from time to time with credit bureaus; (iii) disclose such information and any information regarding late payments, missed payments or Defaults hereunder
to Lessor’s affiliates and third party service providers, payment networks, credit bureaus or agencies, Bank and similar parties for the purposes stated herein; (iv) use such information to investigate potentially
fraudulent or questionable activities regarding the Equipment or services for which the Equipment is used; (v) use or disclose such information in the course of any actual or potential sale, reorganization,
amalgamation or other change to Lessor's business or assignment under Paragraph 5 above; (vi) collect, use and disclose such information when required or permitted by applicable law, regulation or legal process;
and (vii) retain all such information for such periods of time as required by us to perform our obligations and exercise our rights under this Lease. 17. ENTIRE AGREEMENT: CHANGES. This Lease contains the
entire agreement between the parties and, except as set out on the first page hereof, may not be altered, amended, modified, terminated or otherwise changed except in writing and signed by a duly authorized
officer of us. 18. MISCELLANEOUS. You shall inform us of any change in your name, address, billing address, telephone numbers, location of the Equipment, or the Account. If you fail to comply with any
provision of this Lease, we shall have the right, but not be obligated, to effect such compliance on your behalf upon ten (10) days prior written notice to you. In such event, all monies expended by us and all our
expenses in effecting such compliance, shall be deemed to be additional obligations hereunder, and shall be paid by you at the time of the next monthly payment hereunder. All notices under this Lease shall be
sufficient if given personally or mailed postage prepaid to the party intended at the respective address set forth herein, or at such other address as said party may provide in writing from time to time. This Lease
inures to the benefit of and is binding upon the personal representatives, successors, heirs and assigns of the parties hereto. Time is of the essence of this Lease. You and we intend this Lease to be a valid and
subsisting legal instrument, and agr ee that no provision of this Lease that may be dee med unenforceable in any jurisdiction shall in any way invalidate any other provision or provisions of this Lease in that
jurisdiction, all of which shall remain in full force and effect. Headings herein are for convenience of reference only and shall not affect the interpretation hereof. Singular terms shall include the plural, and vice
versa, unless the context otherwise requires. References to any legislation, statutory instrument, regulation, rule or a section thereof, unless otherwise specified, is a reference to the legislation, statutory instrument,
regulation, rule or section as amended, restated or re-enacted from time to time. This Lease and the personal guarantee set forth herein shall be binding on Lessee and Guarantor when accepted in writing by us
and shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable in such Province. The limitation period in this Lease is extended to the greater of six years or any longer
period permitted by applicable law. For greater certainty, each of the parties hereto acknowledges that this Lease is a “business agreement” as defined under Section 22 of the Limitations Act, 2002 (Ontario). 19.
LANGUAGE. The parties hereby acknowledge that they have required this Lease and all related documents to be drawn up in the English language. Les parties reconnaissent avoir demandé que les présents
contrats ainsi que les documents qui s’y rattachent soient rédigés en langue anglaise. 20. FACSIMILE SIGNATURE AND COUNTERPARTS. This Lease may be s igned in counterparts and delivery of an
executed counterpart of the signature page to this Lease by fax shall be effective as delivery of a manually executed counterpart of this Lease. Lessee acknowledges receipt of a fully executed copy of this Lease.
Lessee, by making any payment required under this Lease, ratifies all of the terms of this Lease.
Ladco Leasing Canada General Use Outside Quebec 10%-Rev 08/2011
Initials____________ Date_____________
Page 2 of 2
LEASE COVER SHEET
***IMPORTANT NOTICE: READ CAREFULLY BEFORE SIGNING***
48
I understand that I am entering into a ___-month
commercial equipment lease for
credit-card processing equipment. I realize I am entering into this lease agreement with
a company other than the salesperson and sales organization who presented the lease
agreement to me, and that any promises and representations made by the salesperson
may not be honored by the company which will own and operate the equipment lease.
I understand this is a NON-CANCELLABLE commercial equipment lease and that I will be
required to make monthly payments of $__________ under this lease for the entire
48
_____-month
term, even if I was told by a salesperson that the lease could be canceled
early if I change my mind. I also realize that I will have to pay applicable sales tax every
month and, if I do not provide evidence of insurance, I will be charged an additional
monthly amount to cover insurance for the commercial equipment I am leasing. I
realize that leasing the equipment may be more expensive than purchasing the same
equipment outright, and that I have had an opportunity to research the cost to purchase
the same equipment outright. Finally, I understand that I will be personally responsible
for making payments under this lease and that any failure to pay all amounts when due
may result in additional charges, potential damage to my credit rating, and/or legal
action against me to collect both past and future payments owed under the lease.
This Lease Cover Sheet was given to me with all blanks filled in at the time I signed it.
Lessee Name
Lessee Signature
Date
Vendor Representative Name
Vendor Representative ID
Vendor Representative Signature
Date
Merchant 1 Payments
LADCO Vendor Name: ____________________________________