The payment processing services ordered by you by placing this order will be provided to you by Adyen N.V. (hereafter “Processor”) with which you are entering into a direct agreement by confirming this order. Soham, Inc. (hereafter “Zenoti”, “We”, “Us”) will assist and support you (also referred as “Licensee” ) in your use of the services to be provided by Processor. All capitalized terms shall have the meanings given to them herein or in the Adyen MarketPay Terms and Conditions.
Please review the registration information you have provided before finalizing your order. If we or our Processor at any time discover that the information you provided about your business is incorrect or has changed without informing us or if you violate any of these conditions, the services may be suspended and/or terminated with immediate effect and fines may be applied by the Credit Card Schemes and/or the authorities for unregistered or inappropriate use of payment services which will in such case be payable by you.
As part of your KYC, the Processor requests information/ documents related to following items:
Once your order is placed it will be subject to review by Processor. You understand that there is a possibility that your order is rejected as the result of the review of the information you have provided during the registration process.
WARNING: Please note that the right to use the payment services is only for sales in your own name. You may not resell, hire or on any other basis allow third parties to use the payment services to enable such third parties to be paid for their services. You may not use the payment services for different types of product and services than as registered with your application. In particular you confirm that you will not use the payment services for any type of product or service appearing in the Prohibited Products and Services List of our Processor.
Zenoti will provide you first line assistance with and enable you to connect to the systems of Processor to be able to use its services. For this purpose, you hereby instruct Processor to provide us access to your data and setting in Processor’s systems which are used by Processor to provide the services and authorize us to manage these on your behalf.
By submitting your order you confirm to have taken notice of and to accept the following terms and restrictions:
Combined Financial Services Guide and Product Disclosure Statement (AUS) (click here to review)
This agreement shall be considered as a supplement to the Terms and Conditions Agreement (“Licensing Agreement”) which has been agreed to between Licensee and Zenoti at the time of signing up for the Services by Licensee. This agreement can be found at the following link:
https://www.zenoti.com/terms-conditions.html
In the event of any conflict between this Payments Agreement and the above Terms and Conditions then the above agreement shall be controlling. All of the clauses relating to Liability, Indemnification, Confidentiality and any other terms in the Licensing Agreement shall apply to this Payments Agreement as well.
The rates for payment processing via Adyen integrated into Zenoti’s Services have been mutually agreed to by both parties at the time of registering for Zenoti’s Services. It is the responsibility of the Licensee at all times to ensure that the right rates have been configured and applied to Licensee’s account within Zenoti and Zenoti shall not take responsibility for any errors in such rates.
The Licensee agrees to the following as part of this agreement:
1. Creation and Funding of the Reserve
(a) Zenoti may collect a percentage of your daily payout amounts until the reserve reaches the target reserve amount, as solely determined by Zenoti. The percentage and target amount will be based on factors such as business volume, chargeback, refund history, creditworthiness, and other relevant risk indicators.
(b) You expressly authorize Zenoti and/or its payment processing partners to deduct the reserve amount directly from your daily payouts until the target reserve amount has been met.
(c) Zenoti may, at its discretion, review and adjust the reserve percentage or target reserve amount periodically based on changes financial factors, including but not limited to, your risk profile, creditworthiness, indebtedness or business performance.
(d) Funds held in the reserve do not accrue any interest or earnings, and no interest shall be payable or credited to you on any amount withheld as part of the reserve.
2. Maintenance and Release of the Reserve
(a) The reserve shall remain withheld for the duration of your active enrollment with Zenoti Payments or until all delayed liabilities have been satisfied.
(b) Upon termination or discontinuation of your Zenoti Payments account, the reserve will be retained for a minimum period of six (6) months (“Hold Period”) to cover any delayed liabilities such as chargebacks, refunds, or other payment adjustments.
(c) After the Hold Period, Zenoti shall refund the remaining balance (if any) to you, net of all deductions for outstanding liabilities.
(d) Zenoti may, in its sole discretion, extend the Hold Period or apply additional retention if it determines that there is ongoing or potential exposure to financial risk.
3. Application of Reserve Funds
Zenoti may, without prior notice, apply funds held in the reserve toward:
(a) Chargebacks, disputes, and refunds (whether occurring during or after your active term);
(b) Reversals, fines, penalties, or other fees imposed by card networks, banks, or regulatory authorities; and
(c) Any other amounts owed by you to Zenoti under the Zenoti Licensing Agreement or these Terms.
You agree that Zenoti’s determination of the validity of such claims and deductions shall be final and binding.
4. Replenishment
If the reserve balance falls below the target reserve amount due to applied liabilities, Zenoti may resume or continue deductions from your future payouts until the reserve is restored to the required level.
5. Ownership Changes and Transfer of Liability
(a) In the event of a change in business ownership or control, the existing reserve shall remain associated with the business and its outstanding liabilities.
(b) The outgoing owner must obtain reimbursement for the reserve directly from the incoming owner.
(c) Zenoti reserves the right to withhold or re-establish the reserve under the new ownership until all prior liabilities are cleared or sufficient replacement funds are provided.
6. Consent and Acknowledgment
By continuing to use Zenoti Payments, you:
(i) Acknowledge and consent to the establishment and maintenance of the reserve in accordance with this policy;
(ii) Authorize Zenoti and its payment processors to withhold, manage, and apply the reserve funds as described herein;
(iii)Agree that Zenoti shall not be liable for any delays in payouts, or direct and/or indirect losses and/or damages arising from the withholding or application of the reserve; and
(iv) Agree to be bound by the additional terms and conditions available at Terms and Conditions - Zenoti
(Applicable only to Businesses who use HSA/FSA Cards)
Primary responsibility for the usage of FSA/HSA cards (called health cards henceforth) lies with the cardholder, and they are responsible for ensuring that the usage of the card is as per the agreement between them and the issuing institution. It is the responsibility of the Licensee to ensure that these health cards are not used for a service that is not eligible to be paid through these cards. Licensee is also responsible for ensuring appropriate paperwork (doctor’s prescription in most cases) is available with the customer before an eligible service is paid for using the health card. Any dispute or liability arising out of inappropriate use of the health card is solely on the cardholder or the Licensee and doesn’t extend to Zenoti or its payment processing partners. Zenoti does not monitor any transaction for health card eligibility.
Licensee agrees not to use Zenoti payments to process CBD products. To accept payments for CBD products, licensee agrees to apply for CBD certification, in order to abide by the standards and conform to applicable laws, and, as applicable, to any requirement imposed by the payment provider used or offered by the Licensor. Please email us at payments@zenoti.com to process CBD certification.