PLEASE READ THESE CSPAY TERMS AND CONDITIONS CAREFULLY AS THEY GOVERN YOUR ACCESS TO AND/OR USE OF THE CSPAY PRODUCTS, SERVICES, OR OTHER ONLINE OFFERINGS. BY SUBMITTING A MERCHANT APPLICATION AND USING CSPAY PRODUCTS, SERVICES, OR OTHER ONLINE OFFERINGS, YOU ACKNOWLEDGE YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN ON BEHALF OF THE CUSTOMER AND MERCHANT NAMED IN THE APPLICABLE ORDER FORM (“MERCHANT”) AND THAT YOU HAVE THE RIGHT AND AUTHORITY TO BIND SUCH CUSTOMER AND MERCHANT TO THESE TERMS AND CONDITIONS. TOGETHER, THE ORDER FORM(S) AND THESE TERMS AND CONDITIONS CONSTITUTE THE AGREEMENT BETWEEN CUSTOMER / MERCHANT AND CARESTACK. IF MERCHANT DOES NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, MERCHANT MAY NOT USE, AND SHALL CEASE USING, ANY CSPAY PRODUCTS, SERVICES, OR OTHER ONLINE OFFERINGS.
Capitalized terms will have the meanings set forth in this Section 1, or in the section where they are first used.
1.1 "Access Protocols"" means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Merchant or any Authorized Users to access the CSPay Solution.
1.2 "Authorized User"" means each of Merchant’s employees, agents, and independent contractors who are authorized to access the CSPay Solution pursuant to Merchant’s rights under this Agreement.
1.3 "CSPay Solution"" means the CSPay platform that is designed to allow dentists, dental practices and dental practice chains to collect fees from patients.
1.4 "Services"" means any services provided by CareStack to Merchant under this Agreement, including, but not limited to, provision of the CSPay Solution.
1.5 "Scheme Owners"" means any providers of financial services who regulates and provides a specific payment method (e.g., Visa, MasterCard).
1.6 "Scheme Rules"" means the collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Scheme Owners as may be amended or supplemented over time and with which merchants and payment service providers must comply with when using the relevant payment method.
2.1 Access. Subject to Merchant’s payment of the fees set forth on the Order Form (“Fees”), CareStack will provide Merchant with access to the CSPay Solution. On or as soon as reasonably practicable after the Merchant submits a complete Merchant Application, CSPay will provide to Merchant the necessary passwords, security protocols and policies and network links or connections and Access Protocols to allow Merchant its Authorized Users to access the CSPay Solution in accordance with the Access Protocols. Merchant will use commercially reasonable efforts to prevent unauthorized access to, or use of, the CSPay Solution, and notify CareStack promptly of any such unauthorized use known to Merchant.
2.2 Support Services. Subject to the terms and conditions of this Agreement, CareStack will exercise commercially reasonable efforts to (a) provide support for the use of the CSPay Solution to Merchant and (b) keep the CSPay Solution operational and available to Merchant. To the maximum extent permitted by law, except as expressly provided in this Agreement, CareStack performs its obligations under this Agreement without any warranties, express, implied, or statutory.
3.1 Grant of Rights. Subject to the terms and conditions of this Agreement, CareStack grants to Merchant a non-exclusive, non-transferable, revocable right during the Term for Merchant’s internal business purposes and in accordance with the limitations (if any) set forth in the Order Form. Merchant may permit any Authorized Users to access and use the features and functions of the CSPay Solution only as contemplated by this Agreement.
3.2 Ownership. The CSPay Solution, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of CareStack and its suppliers. All rights in and to the CSpay Solution not expressly granted to Merchant in this Agreement are reserved by CareStack and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Merchant regarding the CSPay Solution or any part thereof.
3.3 Feedback. Merchant hereby grants to CareStack a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Merchant, including Authorized Users, relating to the Services. CareStack will not identify Merchant as the source of any such feedback.
Customer shall pay CareStack fees for the Service as set forth in each Order Form (“Fees”). Unless otherwise specified in an Order Form, all Fees shall be invoiced monthly in arrears and all invoices issued under this Agreement are payable in Great British Pounds within ten (10) days from date of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with Service (excluding taxes based on CareStack’s net income). All Fees paid are non- refundable and are not subject to set-off.
4.1 Fees. In consideration for the access rights granted to Merchant and the Services performed by CareStack under this Agreement, CareStack will be entitled to the fees set forth on the Order Form (“Fees”). All amounts paid to Merchants by their customers or patients through the CSPay Solution (“Patient Payments”) are received through CareStack’s third party payment processor: Adyen N.V and affiliates (“Payment Processors”). After deducting the Fees along with the refunds or chargebacks, the Payment Processors will forward Patient Payments to Merchants to the Payment Processor’s policy. CareStack reserves the right to modify the Fees payable hereunder upon written notice to Merchant at least ninety (90) days prior to such modification.
4.2 Debit. Merchant shall agree to make funds available for any refunds, chargebacks, fines or fees accrued but not charges for the Payment Processor and CareStack to debit. Merchant authorizes Payment Processor and CareStack to debit such refunds, chargebacks, fines, or fees to the Merchant’s bank account, including all fees payable to CareStack by the Customer and Merchant.
4.2 Payment Processors. Merchant acknowledges and agrees that Patient Payments and other payments hereunder that are processed by Adyen N.V. (“Adyen”) under this Agreement are subject to the Adyen for Platforms Terms & Conditions (available at https://www.adyen.com/legal/terms-and-conditions-adyen-for-platforms) (“Adyen Terms and Conditions”). By agreeing to this Agreement, Merchant agrees to both CareStack and Adyen to be bound by the Adyen Terms and Conditions, as the same may be modified by Adyen from time to time. As a condition of CareStack enabling payment processing services through Adyen, Merchant agrees to provide CareStack accurate and complete information about Merchant and Merchant’s business, and Merchant authorizes CareStack to share such information and transaction information related to Merchant’s use of the payment processing services provided by Adyen. Merchant understands and accepts that CareStack does not have any control over the Payment Processors or the Services that are reliant on the Payment Processors.
4.3 Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Merchant will be responsible for payment of all such taxes fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the CSPay Solution to Merchant.
Merchant will defend, indemnify and hold harmless CareStack from any loss, cost, liability, damage, settlement or other expense (including attorneys’ fees) due to any breach or alleged breach of this agreement, gross negligence or willful misconduct by the Merchant. Merchant is responsible for the use of the Service by any person to whom Merchant has given access to the Service, even if Merchant did not authorize such use.
Merchant consents for CareStack to share with Payment Processors any information or data required for the purposes of processing Patient Payments or storing payment methods. Such transmission of data shall be exempted from any obligations under the Business Associate Agreement between CareStack and Merchant as well as the obligations under the Health Insurance Portability and Accountability Act (“HIPAA”) as per Section 1179 of HIPAA. Merchant agrees and acknowledges that CareStack does not have a Business Associate Agreement with the Payment Processors.
Merchant agrees to meet all Scheme Rules, regulatory and legal requirements applicable to Merchant including all applicable reporting, registration, certification, and audit requirements from time to time imposed by the Scheme Owners. For the purposes of such registrations, Merchant has provided the KYC information about itself and its activities as part of the online application to CareStack and/or the Payment Processors. Merchant shall give CareStack prompt written notice in case any information registered in that schedule changes.
Merchant shall ensure the Services are not used for any product or service which appears in Adyen's Prohibited and Restricted Services and Products List as published on https://www.adyen.com/legal/list-restricted-prohibited.
Merchant is fully responsible and will fully indemnify CareStack and Adyen for claims, fines and costs caused by any non-compliance by Merchants to applicable laws, Scheme Rules, expressly including any fines imposed by the Scheme Owners or by regulatory authorities on Adyen as a result of such noncompliance, except to the extent that any such liabilities are directly caused by CareStack’s or Adyen’s gross negligence, fraud, or intentional misconduct. Merchant shall also ensure any usage of features available in CSPay solution or Adyen is in compliance by relevant legal and regulatory requirement, as well as the Scheme Rules. Notwithstanding the above, CareStack or Adyen shall not be responsible for usage of Services non-compliant to such requirements.
Merchant shall only use CSPay Solution for the purposes as agreed in the Agreement and shall specifically not perform or allow to be performed any actions detrimental to the security or performance of the CSPay Solution.