ZENOTI PAYMENTS AGREEMENT BETWEEN USER AND SOHAM INC (D/B/A ZENOTI)

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.

OVERVIEW OF KYC

As part of your KYC, the Processor requests information/ documents related to following items:

  1. Company details
  2. Bank details
  3. Ultimate Beneficial Owner/ Personal details  

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.

YOUR USE OF THE SERVICES

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.

SUPPORT

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:

  1. Adyen for Platforms Terms and Conditions (click here to download and review)
  2. Adyen Restricted and Prohibited Products and Services list (click here to download and review)
  3. Combined Financial Services Guide and Product Disclosure Statement (AUS) (click here to review)

TERMS OF AGREEMENT

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. The Licensee has signed up for an Adyen account and agrees to the Adyen’s terms and agreements that can be found here: https://www.adyen.com/legal/terms-and-conditions-adyen-for-platforms-2022
  2. All payment processing is done by Adyen and Zenoti merely integrates Adyen’s services into its platform to make it easier for Licensee to complete its day to day financial transactions.  For this reason, Zenoti shall not be responsible for any errors in payment processing or transfer of funds between Adyen accounts at any time.  Licensee agrees to work with Adyen on any issues that arise related to payment processing or its Adyen accounts.
  3. Disputes are the responsibility of the Licensee
  4. Zenoti or Adyen will reverse the chargeback transfer when it is disputed, and re-deposit if the Licensee wins
  5. In case of disputes, the card networks charges a dispute fee. Zenoti will collect the same from Licensee on behalf of Adyen.
  6. Licensee must keep a current credit card on file with Zenoti to enable recovery of chargeback processing fees. Outstanding balances for fees can lead to suspension of Zenoti subscription.
  7. In the event of an error, Zenoti reserves the right to apply financial corrections after the fact.
  8. In the event of an error, Zenoti is not responsible for any financial losses connected with the error (lost business/opportunity cost).
  9. Licensee authorizes to split the funds being transacted as per any instructions Licensee has given to Zenoti.  This may include but is not limited to payment of commissions or tips to an employee or contractor and payment of royalty fees to the Franchisor.
  10. The email address provided to Zenoti as the main points of contact at the time of signup for Zenoti’s Services is the one we use to communicate any Zenoti Payment related updates or issues. Dispute notifications are configurable through your Zenoti site's Alerts function. LICENSEE must monitor this email address for communication and is responsible to ensure the correct Licensee’s employees are configured within Zenoti Alerts to receive Dispute notifications.

USE OF HSA/FSA CARDS

(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.

CBD PRODUCTS

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.