SCHEDULICITY Payment Terms and Conditions
Last Updated Date: October 1, 2023
Please review the following Schedulicity Payment Terms and Conditions (“Terms”) with Schedulicity, Inc. (“Schedulicity,” “we,” or “our”) carefully. These Terms, together with the SCHEDULICITY Service Provider Subscription Agreement and all other terms, policies, and guidelines applicable to the Services (collectively, the “Agreement”), govern your use of Schedulicity’s built-in payment processor (“Payment Services”) in order to process payments of your end user customers (“Customers”). By utilizing Schedulicity’s Payment Services, you (“you”, “your”, “Merchant”) agree to be bound by the Agreement of which these Terms are part of. If you are using the Payment Services on behalf of a business, you confirm that you accept these Terms and have the authority to legally bind the business and contractually enter these Terms on behalf of that business. Any capitalized term that is used and not defined by these Terms has its meaning set forth elsewhere in the Agreement.
PLEASE NOTE THAT THESE TERMS ARE SUBJECT TO CHANGE BY SCHEDULICITY IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Schedulicity will make a new copy of the agreement available within the App, and any new Terms will be made available from within, or through, the affected Payment Services within the App. We will also update the “Last Updated” date at the top of the agreement. Schedulicity may require you to provide consent to the updated Terms in a specified manner before further use of the Payment Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Payment Services. Otherwise, your continued use of the Payment Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE APP TO VIEW THE THEN-CURRENT AGREEMENT.
WE DO NOT PROCESS PAYMENT FOR ANY SERVICES. To facilitate payment via bank account, credit card, or debit card, we use a third-party payment processor, Adyen N.V., a recognized professional payment service provider (collectively, “Payment Processor”). You acknowledge and agree that the Payment Processor will require that you agree to additional terms and conditions related to the use of its payment and related services, and, by using the Payment Services, you agree that you will comply with the terms and conditions of any applicable agreement(s) between you and the Payment Processor and all applicable Card Brand Rules, policies, laws and regulations, including but not limited to rules related to Chargebacks at all times while using any Payment Services. Merchant acknowledges and agrees it is responsible for its employees’ actions and compliance with such agreement(s) and Card Brand Rules. Significant portions of the Card Brand Rules are available to the public at https://visa.com, https://www.mastercard.com, and https://www.americanexpress.com/merchantopguide. In the event of any inconsistency between these Terms and the Card Brand Rules, the Card Brand Rules will govern.
1. Merchant Account Registration
In order to apply for Schedulicity’s Payment Services you must be a business entity authorized to conduct business by the state/province in which you operate and that you have the authority to enter into these Terms personally or on behalf of the entity you have named as the user.
You may not use the Payment Services for restricted businesses or business activities including but not limited to the following: (1) any illegal activity or goods; (2) drugs and tools intended for the production of drugs; (3) betting, including but not limited to lottery tickets, sports related gambling, casinos; (4) money transfer; (5) independent or unlicensed financial advisers; (6) pyramid selling or multi-level marketing; (7) counterfeit goods and goods infringing on third party intellectual property rights; (8) adult entertainment oriented products or services; (9) escort or sexual services; (10) sales of firearms, ammunition; or weapons and other devices designed to cause physical injury; (11) internet/mail order/telephone order of age restricted products (e.g., tobacco, alcohol); (12) hate or harmful products or other products or services invoking or supporting discrimination, violence; (13) bail bonds and bankruptcy lawyers; (14) intravenous therapy. You also agree to comply with any additional restrictions imposed by the Payment Processor from time to time. We may, but have no obligation to, monitor your compliance with these Terms and exercise our rights under the Agreement for any violation of these Terms.
2. Fees
By using the Payment Services, you agree to pay the applicable processing fees (“Fees”) listed on our pricing schedule and/or on the payment settings page within your account for card payments and other payment methods. Fees shall be assessed at the time a transaction is processed and shall not be refundable for any reason whatsoever. Schedulicity reserves the right to change these Fees at any time upon two (2) weeks written notice to you or as required by applicable law, rules, regulations and/or codes of conduct. Such notice may take the form of an email. If notice of a change does not reach you because you failed to provide us with timely notice of a change in your contact information, that change in Fees will go into effect two (2) weeks after our attempt to provide you with notice. You are also liable for and agree to pay any associated fees, fines, and penalties imposed on Schedulicity by any Card Brand or Debit Card network or Payment Processor resulting from Chargebacks or with respect to Merchant’s acts or omissions.
3. Payouts
During onboarding you will designate a deposit account into which you wish to be paid out. You agree to provide current, complete, and accurate deposit account information for payout. You agree to promptly update your information as needed, including but not limited to your address, email address, and bank account information so that we can complete your transactions and contact you as needed. Payouts shall be automatically transferred to your account less any fees according to the payout schedule detailed in our pricing schedule and/or on the payment settings page within your account. We are not responsible and accept no liability for any delay in the payout. To conduct an investigation, resolve pending disputes related to your use of the Payment Services, and/or to comply with applicable law, court orders, or requests from regulatory authorities or governmental entities, Schedulicity may also delay disbursement or restrict access to your funds.
4. Chargebacks
If a Customer is not the authorized user of the payment method or otherwise contests the transaction, the amount of a transaction may be reversed or charged back provided that the transaction: (a) is disputed, (b) is reversed for any reason by the payment network, Schedulicity's payment processing partner, or the Customer or its financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of these Terms. You agree to comply with the Chargeback process and to the liability associated with such Chargebacks. Schedulicity may charge a chargeback processing fee that shall not be refundable for any reason whatsoever.
If we believe you might incur, or you are incurring, an excessive number of chargebacks, we may establish additional conditions governing your account, including but not limited to (a) establishing new processing fees, (b) creating a reserve in an amount reasonably determined by us to cover anticipated chargebacks and related fees, (c) delaying payouts, or (d) terminating or suspending Payment Services.
We will assist you, when requested and at your expense, to investigate any of your transactions processed through the Payment Services. To that end, you permit us to share information about a transaction and/or chargeback with the Customer, the Customer's financial institution, our payment processor, payment networks, and your financial institution in order to investigate a chargeback. You will have the ability to mediate a chargeback within your payments dashboard. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including but not limited to providing necessary documentation within seven (7) calendar days of our request, may result in an irreversible chargeback.
You acknowledge we may recover the amount of any Chargeback and any associated fees, fines, and penalties as assessed by the Card Brands or Processor from your account (including any Reserve) or any proceeds owed to you. If you have pending Chargebacks, we may delay disbursements to your account. Where we, in our reasonable opinion, are required to do so by law, we reserve the right to withhold funds for services that we reasonably deem suspicious with regard to money laundering, Unauthorized Business, fraud, or other illegal activities or in case of any other chargebacks or revocations.
5. Refunds
By accepting Card transactions through the Payment Services, you agree to process returns of, and provide refunds and adjustments for, your goods or services in accordance with these Terms. Card Brand Rules require you to disclose your refund or cancellation policy to Customers at the time of purchase and/or booking. If your refund policy prohibits returns or is unsatisfactory to the Customer, you may still receive a chargeback relating to such sales. The amount of the refund must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data. When you process a refund, Schedulicity may charge a refund processing fee and does not refund the Fees on the original transaction. You acknowledge you are liable for the costs incurred due to refunds and returns.
6. Terminals
You have the option to purchase Terminals from Schedulicity to process in person credit card transactions. Upon successfully ordering a Terminal from Schedulicity, you will be notified of the order, shipment, and delivery. Standard shipping applies however this period may be extended in case of circumstances or events beyond Schedulicity’s immediate control such as, but not exclusively, supplier or delivery issues. The Terminal shall be delivered to the address specified when ordering the Terminal. “Terminal” means a device designed to submit Point of Sale (“POS”) Transactions to the Payment Processor by reading the relevant data on the card, registering the approval of the card holder for the transaction, encrypting the payment details and sending them via the public internet to the Payment Processor for processing.
You agree to the Terminal terms listed here within or otherwise specified by Schedulicity. Prices for the Terminal products, including but not limited to shipping and handling, will be listed at the time of your purchase and may vary by country. Pricing is subject to change at any time. A one-time payment for the full amount is required up front before the Terminal order will be processed and shipped.
By ordering a Terminal through Schedulicity, you agree to pay all associated costs and expenses, including but not limited to applicable shipping and tax costs, and you accept all risk of loss in the Terminal upon shipment to you. If you receive a Terminal from Schedulicity, you agree to only use the Terminal in the country where your business is registered, and the Terminal was originally shipped, and in accordance with all local laws. Terminals may only be used for processing payments of the recipient business specified during the order. You agree to not sell, transfer, license, lend, or gift the Terminal to any party not specified on the order, including but not limited to affiliates, subsidiaries, or entities in which you are in common control. You agree not to intentionally damage, modify, reverse engineer, or otherwise tamper with either the hardware or software of the Terminal and shall keep the Terminal in good condition.
If you cease using a Terminal for any reason (including on termination, or Schedulicity suspends the functionality of the Terminal or requests that you return the Terminal), you agree to use all commercially reasonable efforts to return the Terminal within five (5) Business Days. Schedulicity will provide instructions for you to deliver outstanding Terminals. This obligation shall persist even in the case of suspension of the Schedulicity Payment Services. You accept and understand this to support your and Schedulicity’s compliance with applicable regulations concerning usage and disposition of payment devices.
To the maximum extent permissible by applicable law, you are solely responsible for any access, use, activity, or transfer of Terminals. You are further solely responsible for ensuring that all third parties accessing, using, or otherwise interacting with Terminals do so within the terms and conditions of this agreement.
It is your responsibility to familiarize yourself with the functionality of the Terminals and evaluate their suitability for your business operations. Schedulicity does not guarantee, implicitly or otherwise, the suitability of the Terminal for your particular business operations.
Upon receipt and use of a Terminal, to the maximum extent permitted by law, you assume all risks associated with the usage of that Terminal, including but not limited to loss of business associated with that Terminal. To the maximum extent permitted by law, you agree to indemnify, defend, and hold harmless Schedulicity from and against all third-party claims alleged or asserted against Schedulicity and all related charges, damages and expenses (including, but not limited to, reasonable attorneys' fees and costs) arising from or relating to any access, use, reliance, or other activity transfer or disposition pertaining to the Terminals.
If the Terminal arrives damaged or becomes damaged or unusable through normal and intended use during the first four (4) months starting from the shipment date, you should immediately notify Schedulicity. Schedulicity shall within a reasonable period of being informed of the damage, arrange for a return of the damaged Terminal. The Terminal will then be inspected and repaired or replaced if the defect is covered by the basic hardware warranty. Warranty claims made after the expiry of the 4-month period and defects caused by out-of-scope causes are excluded from this basic hardware warranty.
If the issue that triggered the defect in the Terminal is caused by an out-of-scope cause listed below, then the Merchant will be charged the out-of-scope repair costs (not to exceed the Payment Terminal's then current standard list price). Merchant agrees to pay invoiced costs in full. Out-of-scope causes include:
7. Right to Set-Off
We are entitled to set off any and all claims against amounts payable to Schedulicity as collateral for any obligations incurred as the result of your use of the Payment Services. In addition, to the maximum extent provided by law, you agree that Schedulicity may offset amounts owed against funds held or processed by the Processor. You authorize us, without prior notice, to collect, charge, and/or offset any sums owed on the debt against any accounts and other obligations, regardless of whether (a) we have made a demand under these Terms or other related agreements; and (b) the obligation is contingent, matured, or unmatured. If you owe us an amount exceeding your balance, we may charge or debit a payment instrument registered with us. Your failure to pay all amounts due and owing shall be deemed an immediate breach of these Terms for which you will be liable. You further agree to pay all fees and costs, including but not limited to attorneys' fees and costs, incurred by or on our behalf arising from or related to the collection of any unpaid obligations by you.
8. Reporting
Your account activity summaries, including monthly statements, are available in your payments dashboard. You are solely responsible for (a) maintaining permanent records of all transactions and other data related to your use of the Payment Services, and (b) reconciling all transaction information associated with your account. Contact us immediately at support@schedulicity.com if you believe there is an error or unauthorized transaction activity in your processing activity or account statements.
9. Error Notification
Schedulicity will endeavor to rectify processing errors we identify and that are within our control to correct. You acknowledge and agree that we cannot correct errors originating from the Payment Processor’s payment or related services, and you agree to look solely to the Payment Processor for support in that regard. If our error resulted in your receipt of fewer funds than you were entitled to, we will credit your account for the difference. If the error led to your receipt of more funds than you were entitled to, we will debit the extra funds from funds received on your behalf. You are responsible for monitoring your transactions and ensuring that our disbursements to you are accurate. You must notify us of any errors in payments made to you within sixty (60) days of the error first appearing in your transaction history. Failing to notify us of a processing error within sixty (60) days will be deemed a waiver of any right to the amount related to the error.
10. Payment Card Industry Data Security Standards
If you store, process, or transmit cardholder data, you must comply with the applicable Payment Card Industry Data Security Standards (PCI-DSS) and any requirements under the Card Brand Rules. You will remain compliant with PCI-DSS requirements relevant to your business, which we monitor on an ongoing basis, and you will cooperate in forensic investigations as required by Schedulicity, its Processor or its other service providers. For more information, including tools to help assess your compliance, visit https://www.visa.com/cisp and https://www.mastercard.com/sdp. Non-compliance with PCI-DSS requirements is grounds for termination of your use of the Payment Services.
11. Indemnifications
When applying for Schedulicity’s Payment Services, you must use your true name and/or your business's genuine and accurate name. This name will appear on the Cardholder’s credit or debit card statements for all relevant payments processed through the Payment Services. If a Cardholder disputes a transaction due to your failure to use a reasonably descriptive name for your business, you agree to indemnify Schedulicity for any costs resulting from such dispute.
You acknowledge that failure to comply with the Card Brand Rules or the PCI-DSS security standards, including but not limited to compromising any Card information, may result in fines or other losses to us. You agree to indemnify us and reimburse us immediately for any fines or losses directly or indirectly caused by you, your employees’ or any of your agents' use of the Payment Services.
You will indemnify, defend, and hold us and our Processor, and for clarity, our respective employees, directors, agents, affiliates, and representatives harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses, including but not limited to reasonable legal fees, arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to any transaction submitted by you through the Payment Services, including but not limited to the accuracy of any content or product, service, or transaction information that you provide or any claim or dispute arising out of products or services offered or sold by you. You may not settle or compromise any third party claims subject to your defense and indemnification obligations without our prior written consent. We may employ separate counsel to monitor and participate in the defense of any such claim.
12. Tax
You are responsible for the calculation, collection, remittance, reporting, and payment of any and all taxes, charges, levies, assessments, and other fees of any kind, incurred, or required to be paid, or withheld for any reason in relation to your use of the Payment Services.
13. Representations, Warranties, and Covenants
With each Card transaction you process through the Payment Services, you represent, warrant, and covenant to us that: (a) the card transaction represents a legitimate sale; (b) the card transaction accurately describes the goods and/or services provided to the Customer; (c) you will fulfill all of your obligations to the Customer and will resolve any dispute or complaint directly with the Customer; (d) you and the transaction comply with all federal, provincial, territorial, and local laws, rules, and regulations applicable to you and your business, including but not limited to any applicable tax laws and regulations; (e) except in the ordinary course of business, you are not submitting a transaction that represents a sale to any principal, partner, proprietor, or owner of your entity; and (f) you are not submitting a transaction involving your own cards, except for reasonable test transactions.
14. Termination
Schedulicity reserves the right to discontinue, suspend or limit your use of the Payment Services at any time and for any reason. Termination of these Terms does not absolve you from the responsibility to pay all Fees or costs incurred prior to termination, Chargebacks, and any other amounts due to us as stipulated in the Terms.
Any funds we hold on your behalf at the time of closure, minus applicable Fees, will be paid out in accordance with your payout schedule and may be subject to other conditions outlined in the Terms.