Podium Payment Service Terms
By using or accessing Podium’s Payment Service, or by signing or clicking accept to any Subscription Documentation referencing these terms, you agree to be bound by the following terms and conditions (the “Payment Service Terms”).
These Payment Service Terms incorporate by this reference the Podium Terms of Service (currently available at: https://www-staging.podium.com/terms-and-conditions/) as may be updated from time to time, which, among other terms, contains provisions governing the resolution of claims (see “Disclaimers”, “Limitations of Liability”, “Dispute Resolution”, “General”). In the event of any conflict or inconsistency between these Payment Service Terms and the Podium Terms of Service, these Payment Service Terms will govern.
Capitalized terms used herein without a definition have the same meaning as the defined term in the Podium Terms of Service. For the avoidance of doubt, all references to the “Agreement” will include these Payment Service Terms.
1.1.“Basic Fraud Review” means a review of all Orders placed using the Payment Services where the Payment Service Provider will issue an approve or decline recommendation.
1.2.“Fraud Prevention Service” means an enhanced review of all Orders placed using the Payment Services where the Payment Service Provider will issue an approve or decline recommendation and guarantee the decision pursuant to the Chargeback Guarantee (defined below).
1.3.“Order” means all card-not-present credit and debit card Transactions.
1.4.“Payment Method” means a type of payment method that Podium and its Payment Service Provider accepts as part of the Payment Services.
1.5.“Payment Service Provider” means such third party payment processor or third party fraud prevention service provider used by Podium in order to facilitate certain features of the Payment Services
1.6.“Personal Data” means information that identifies a specific living person (not a company, legal entity, or machine) and is transmitted to or accessible through the Services.
1.7.“Prohibited Industries” means those industries that Podium or the Payment Service Provider(s) has identified as a restricted business or activity, as may be updated from time to time, including but not limited to those businesses listed at https://stripe.com/restricted-businesses, and any pornography, gambling, and/or firearms related businesses, activities, or transactions. “Prohibited Industries” also means any country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC).
1.8.“Submitted Order” means all Orders submitted for review under the Fraud Prevention Services.
1.9.“Transaction” means a Payment Method request initiated by Client via the Payment Services for which Client directs Payment Service Provider to capture funds for or from a Customer-associated account with respect to a payment from a Customer, and includes the authorization, settlement and if applicable, disputes, refunds and reversals, with respect to such payment request.
2.1.Payment Services. Podium’s payment services allow you to accept various forms of payment and complete Transactions with your Customer’s through the Services (“Payment Services”).
2.2.Use of the Payment Services. Subject to Client’s performance of its duties and obligations under the Agreement (including these Payment Service Terms), Podium shall provide Client with the right to use the Payment Services, subject to any additional terms set forth in the applicable Subscription Documentation and, if applicable, any additional terms provided by the applicable Payment Service Provider. Podium will have no obligation to provide any services or perform any tasks not specifically set forth in the Agreement (including any applicable Subscription Documentation).
2.3.Additional Support. In addition to the support terms stated in the Podium Terms of Service, there may be certain features of the Payment Services that require additional support to be performed by the Payment Service Provider and subject to such Payment Service Provider’s support policy.
2.4.Terminal Products. To the extent Client uses, purchases, or accepts any Subscription Documentation that includes any Podium Terminal Products (as defined in the applicable terms), Client agrees to be bound by the Podium Terminal Terms (currently available at: https://www-staging.podium.com/terms-and-conditions/card-readers).
2.5.Limited Payment Services. Podium may, from time to time and subject to certain restrictions and/or limitations, make certain limited features of its Payment Services (“Limited Payment Services”), such as initiation of a Transaction, available to you on a preliminary basis before you have verified your Payment Service Provider Account (as defined below) or linked a valid bank account to your Payment Service Provider Account. If you elect to use these Limited Payment Services prior to verifying your Payment Service Provider Account or linking a valid bank account to your Payment Service Provider Account, you understand and agree that Podium and/or Payment Service Provider will not be able to complete the Transaction(s), including the settlement and disbursement of corresponding funds unless and until you connect a valid bank account. Any funds associated with your incomplete Transaction(s) will be considered Unclaimed Funds (as defined below) and will be treated accordingly.
3. PAYMENT SERVICE PROVIDER ACCOUNT
3.1.Account Registration. In order to access and fully use the Payment Services, Client must register for and verify an account with Podium’s Payment Service Provider (“Payment Service Provider Account”) via Podium’s platform. You agree and acknowledge that registration for a Payment Service Provider Account is subject to approval by the relevant Payment Service Provider, and such Payment Service Provider may suspend or terminate your Payment Service Provider Account at any time in accordance with the Payment Service Provider Agreement (as defined below). Your Payment Service Provider Account information must be accurate, current and complete, and any information provided to Payment Service Provider should correspond with the same type of information provided by you to Podium. Until you have submitted and verified, and Payment Service Provider has reviewed and approved, all required information, your Payment Service Provider Account will be available to you on a preliminary, limited basis only, and Podium and/or Payment Service Provider may terminate it at any time and for any reason.
3.2.Payment Service Provider Agreement. Your use of the Payment Services is subject to your acceptance of the terms and conditions of the Payment Service Provider Agreement, available at https://stripe.com/connect-account/legal, as may be amended from time to time, and including any referenced, linked or additional terms provided by Payment Service Provider (“Payment Service Provider Agreement”). The Payment Service Provider Agreement is considered incorporated into this Agreement by reference as it relates to the Payment Services. The Payment Service Provider Agreement is a legal agreement between you and the Payment Service Provider. As between Client and Podium, any additional terms or amended terms agreed to between Client and Payment Service Provider will not be enforceable against Podium and this Agreement will govern in the event of any conflict or inconsistency between this Agreement and the Payment Service Provider Agreement.
3.3.Payment Service Provider Account Management. Your Payment Service Provider Agreement governs the management of your Payment Service Provider Account, including (i) use and administration of any data about you, your Customers or your Transactions that is provided to the Payment Service Provider, and (ii) any action submitted via your Payment Service Provider Account, such as initiating charges or refunds, handling chargebacks or disputes, and other functions which may be or become available through your Payment Service Provider Account. You hereby consent to Payment Service Provider’s disclosure of data (which may include Personal Data) to Podium for the purpose of facilitating the provision of the Services.
3.4.Payment Services Pre-requisites. In order to use the Payment Services, for the duration of the Subscription Term you must have a valid and in effect (i) Payment Service Provider Agreement and (ii) Payment Service Provider Account. In the event Payment Service Provider terminates or suspends your Payment Service Provider Agreement or Payment Service Provider Account, for any reason, Podium reserves the right to terminate or suspend your use of the Payment Services, without any liability to you. FRAUD PREVENTION SERVICES
3.5.Basic Fraud Review. The Basic Fraud Review services, under which the Payment Service Provider will review all Orders placed through the Payment Services and provide you with an approve or decline recommendation, will be included as part of any subscription to Podium Payment Services.
3.6.Fraud Prevention Services. If you subscribe to the Fraud Prevention Services, the Payment Service Provider will review all Orders placed through the Payment Services and provide you with an approve or decline recommendation and where Payment Service Provider has provided an approve notice and you have fulfilled the Order and such Order is subject to a chargeback pursuant to the reason codes set out below (“Approved Order Chargeback”), Podium will provide the Chargeback Guarantee (as defined below). For the avoidance of doubt, if you subscribe to the Fraud Prevention Service you must submit all Orders placed through the Payment Service for review.
- 3.6.1.Chargeback Guarantee – Generally. Your sole and exclusive remedy for an Approved Order Chargeback will be the payment by Podium of liquidated damages in an amount of the Chargeback Guarantee. The Chargeback Guarantee amount (i) will be the lower of: (a) the original Order value and (b) the amount stated in the original chargeback notice submitted for review under the Fraud prevention Services (e.g., to reflect any changes in the order value after it was approved by Podium), (ii) will exclude the fees charged for review of such Order and (iii) will be reduced by any amounts recovered by you for such Order and (iv) will exclude any fees incurred by you in relation to such chargeback (e.g., from the payment processor) (the “Chargeback Guarantee”).
- 3.6.2.Crediting Process. If applicable, Podium will provide reimbursement for amounts owed to you pursuant to the Chargeback Guarantee on a monthly basis, as a credit to your account (e.g., chargeback amounts for March would be set off from the payment owed by you to Podium in the April invoice). Following termination or expiration of your applicable Subscription Documentation, Podium shall provide reimbursement via wire transfer in the event the reimbursement amount exceeds the fees owed by you to Podium.
- 3.6.3.Required Documentation. If requested by Podium, you must submit the following documents for an Order to be covered by the Chargeback Guarantee:
- A copy of the original chargeback notification, which must include the following: (i) a chargeback reason or reason code, (ii) the original order date and order amount, (iii) for orders in which the Customer used a credit card to place the order, the notice must include the first six (6) and last four (4) digits of the credit card, and (iv) if the order was placed using an alternative payment method (e.g. PayPal) the notice must include the customer’s name and customer email,
- For orders of tangible goods, you will, if and where available, provide Podium with a proof of delivery in one of two formats: a copy of the shipping form (as provided by the shipping company) containing the delivery address, reroute information, date of delivery and the parcel delivery status; or a valid tracking number from a shipping company, and
- Any other documents that Podium or the Payment Service Provider reasonably requires
- 3.6.4.Excluded Orders. The following orders are not covered by the Chargeback Guarantee.
- Not Approved. The order did not result in Payment Service Provider providing an approval notice.
- Not Fraud Related. The chargeback reason is other than a reason code set out herein.
- Chargeback Notice / Order Mismatch. The information in the chargeback notice does not match the information in the original order.
- Delivery. Tangible goods delivered to an address other than the shipping address set out in the original order.
- Late Submission of Chargeback. The chargeback was submitted to Podium for reimbursement more than three (3) days after the chargeback notice issuance date or if the date of the chargeback notice is before the order shipping date.
- Eligibility Period. The Chargeback Guarantee shall be valid for period of six (6) months from the date of the approval notice.
- Disputing Party. Orders for which Client does not make Payment Service Provider the first and primary point of contact for disputing the chargeback through Client’s payment gateway and/or bank.
- Reclamation of Goods by Client. Order for which Client is successful in reclaiming the goods. In such case, the Chargeback Guarantee amount will be limited to the to the order shipping costs.
- Failure to Provide Notice. Podium reserves the right to decline to reimburse for chargebacks if Client fails to timely comply with its notice obligations or any other terms herein.
- Prohibited Industries. Orders related to a Prohibited Industry.
- 3.6.5.Basic Fraud Review Orders. For the avoidance of doubt, Basic Fraud Review Orders are not subject to the Chargeback Guarantee.
3.7.Order Review. You may, in your sole discretion, approve or reject an Order. Podium may choose not to review a Submitted Order if (i) the Order was already fulfilled by you; (ii) more than one (1) week has passed since the Order was created; (iii) the Client Data or a portion thereof does not meet the standards set by the Payment Service Provider; (iv) the Order contains data related to Prohibited Industries; or (v) the Order does not include a physical product or is an order for services.
- 3.7.1.Order Information Modification. You agree and acknowledge that each update of Order details, which includes but is not limited to updating the shipping and billing Customer name or address, Customer email, order amount or payment details, submitted after the issuance of an approve notice, will result in the Order being submitted for additional review and you may be charged the applicable fee for any such updated details.
3.8.Reason Codes. Payment Service Provider covers any and all chargebacks that are of card not present “unauthorized credit card use”. The below reason codes will be deemed to be automatically updated, without amendment hereto, to reflect changes made by the credit card networks and will automatically apply to the Service as of the date of such change.
- 10.1: EMV Liability Shift Counterfeit Fraud (Online Only)
- 10.4: Other Fraud – Card Absent Environment
- 4837/37: Fraud Transaction No Cardholder Authorization
- 4840/40: Fraudulent Processing of Transactions
- 4863/63: Cardholder Does Not Recognize Potential Fraud
- 3.8.3.American Express
- FR2: Fraudulent Transaction
- F29: Fraudulent Transaction – Card Not Present
- UA02: Fraud Card Not Present Transaction
- AA: Transaction Does Not Recognize
- 7030: Unauthorized purchase
4. DATA USE.
4.2.Podium and Payment Service Provider may disclose Client Data pursuant to a data subject access request or consumer data request as required by applicable law, provided that to the extent permitted under applicable law, Podium notify Client of any such disclosure. Notwithstanding anything herein to the contrary, Podium and the Payment Service provider will be permitted to retain and use Client Data (to the extent such use is permitted under these Payment Service Terms) associated with a chargeback after the expiration or termination of your applicable Subscription Documentation. Solely for purposes of the California Consumer Privacy Act of 2018, Cal. Civil Code § 1798.100 et seq. (as may be amended from time to time) (the “CCPA”), (i) Podium is acting as a Service Provider (as defined in the CCPA) for Client as a Business (as defined in the CCPA), (ii) except as set forth herein, Podium is prohibited from selling the Client Data or retaining, using, or disclosing the Client Data for any purpose other than for the specific purpose of performing the Payment Services, (iii) Client hereby instructs Podium that the Business Purpose includes Podium (and Payment Service Providers) using and retaining the Client Data internally for the benefit of all of Payment Service Provider’s clients for detecting fraud, optimizing e-commerce solutions and similar performance enhancing purposes and (iv) Podium understands and will comply with the restrictions herein.
5. CLIENT OBLIGATIONS.
5.1.Representations and Warranties. Client warrants and represents that it: (i) will comply with the Payment Service Provider Agreement; (ii) will ensure that its employees, contractors and agents will at all times comply with the terms of this Agreement and Payment Service Provider Agreement, as applicable; (iii) will only use the Payment Services for bona fide commercial Transactions with its Customers; (iv) will be responsible for managing Client’s relationship with its Customers, including communication, selling and providing products and services, and handling any disputes or returns with such Customers; (v) if applicable, will be responsible for providing all notices and obtaining all consents as required under applicable federal and state auto-renewal regulations and any other applicable laws or regulations in connection with recurring payments. You affirm that you are solely responsible for the nature and quality of the products or services you provide and for the delivery, support, refunds, returns and any other ancillary services you provide to your Customers.
Client represents and warrants that it: (i) has obtained necessary consent from the Customers in order for Podium and the Payment Service Providers to use Client Data in accordance with these Payment Service Provider Terms, (ii) has provided notices to Customers, as required under applicable law, (iii) if applicable, has obtained consent from Customers to use automated decision making, (iv) has provided Customers with the ability to exercise any access rights as required under applicable law, and (v) complies with any requirements or limitations regarding the processing of Personal data and data of minors, in each case, to the extent required under applicable law.
5.2.Unauthorized Activity. Client is responsible for any activity initiated using Client’s Payment Service Provider Account credentials. Where either Podium or Payment Service Provider incurs any losses based on unauthorized activity initiated by Client or on Client’s behalf, Client is financially liable for such losses. Payment Service Provider may deduct such losses from Client’s Payment Service Provider Account, or Podium may require Client to pay such losses.
6. REQUIREMENTS, LIMITATIONS AND RESTRICTIONS
6.1.You must use the Payment Services in a lawful manner, and must obey all laws, rules, and regulations (“Laws”) applicable to your use of the Payment Services and your Payment Service Provider Account(s). As applicable, this may include compliance with domestic and international Laws related to the use or provision of financial services, notification and consumer protection, unfair competition, privacy, and false advertising, and any other Laws relevant to Transactions.
6.2.You may not use the Payment Service Provider Account(s) to enable any person (including you) to benefit from any activities Payment Service Provider has identified as Prohibited Industries. If you are uncertain whether a category of business or activity is restricted or have questions about how these restrictions apply to you, please contact Podium.
6.3.You may not use the Payment Service Provider Account(s) to facilitate illegal Transactions or to permit others to use the Payment Service Provider Account(s) for personal, family or household purposes. In addition, you may not allow, and may not allow others to: (i) access or attempt to access non-public Payment Service Provider systems, programs, data, or services; (ii) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Payment Service Provider Account, documentation, or Payment Service Provider’s website except as expressly permitted by applicable Laws; (iii) act as service bureau or pass-through agent for the Payment Service Provider Account with no added value to your Customers; (iv) transfer any rights granted to you under the Payment Service Provider Agreement; (v) work around any of the technical limitations of the Payment Service Provider Account or enable functionality that is disabled or prohibited; (vi) reverse engineer or attempt to reverse engineer the Payment Service Provider Account except as expressly permitted by Laws; (vii) perform or attempt to perform any actions that would interfere with the normal operation of the Payment Service Provider Account or affect use of the Payment Service Provider Account by Payment Service Provider’s other users; or (ix) impose an unreasonable or disproportionately large load on the Payment Service Provider Account.
7.1.In addition to any other Fees due to Podium under the Subscription Documentation, Client will pay a fee assessed on a per Transaction basis (“Transaction Fee”) and a fee for use of the Fraudulent Transaction Review and any additional Fees for additional features within the Payment Services which may be made available by Podium from time to time, such Fees payable in accordance with the Podium Terms of Service. Information relating to our current fees is available at https://pay.podium.com/current_fees. In addition to the Transaction Fee, the Payment Service Provider may collect a fee for activity conducted via your Payment Service Provider Account. You agree that the Payment Service Provider will have the right to deduct both its fees and the applicable Podium Fees (including the Transaction Fee) from your Payment Service Provider Account, in accordance with the Payment Service Provider Agreement.
8. UNCLAIMED FUNDS OR DORMANT ACCOUNTS
8.1.If you leave any funds dormant in a Payment Service Provider Account, or if you do not link and/or maintain a link to a valid bank account, you may have a balance that is deemed “unclaimed” or “abandoned” under applicable law (“Unclaimed Funds”). In such an event, Podium and/or the Payment Service Provider may be required by law to deliver the Unclaimed Funds to various government agencies. To the extent required by applicable law, Podium and/or the Payment Service Provider will give you notice if we hold Unclaimed Funds payable to you in an account beyond the applicable dormancy period for abandoned property. If Podium or the Payment Service Provider are unable to contact you, we will treat the Unclaimed Funds in your Payment Service Provider Account as abandoned and will deliver them to the appropriate government authority.
9. LIMITATIONS ON PODIUM’S LIABILITY
9.1.Podium is not responsible for the acts or omissions of any Payment Service Provider or any other financial services provider in providing services to Client or Client’s Customers, or for any non-compliance by Payment Service Provider with the terms of the Payment Service Provider Agreement. Podium is also not responsible for Client’s obligations to its Customers (including properly describing and delivering the goods or services being sold to Customers). You are solely responsible for, and Podium expressly disclaims all liability for, your compliance with applicable laws and obligations related to your provision of the goods or services to your Customers. This may include providing customer service, notification and handling of refunds or Customer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Podium for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to Payment Service Provider or your Customers.