Zoho Payments - Terms of Service
Zoho Payments ("Service") is provided to you or the entity you represent (hereinafter "you" or "your") by Zoho Corporation (hereinafter "Zoho"). This agreement between you and Zoho governs your use of the Service ("Zoho PaymentsTerms").
Zoho Payments is a service that facilitates acceptance of payments and payment processing. Payment processing and transaction settlement are made available to you through an integration with Stripe, Inc. ("Processor"). Therefore, when you use to Zoho Payments, the following additional terms and conditions also apply to you in addition to the Zoho Payments Terms:
(i) Stripe services agreement and Stripe connected account agreement (both agreements hereinafter collectively referred to as "Processor Terms");
(ii) Payment Network Rules; and
(iii) other applicable rules and regulations of acquiring bank, issuing banks, payment networks, payment method providers, financial institutions, or other financial intermediaries("Operating Rules").
In case of any conflict or inconsistency between Zoho Payments Terms and Processor Terms, Processor Terms shall prevail; and in case of any conflict or inconsistency between Processor Terms and Payment Network Rules, Payment Network Rules shall prevail.
Zoho's Role
Zoho's role as a payment service provider includes (i) verification and risk assessment; (ii) onboarding payment accounts; (iii) underwriting payments; (iv) transmitting payment data and instructions to the Processor including settlement instructions; and (v) monitoring transactions.
You hereby authorize Zoho to initiate any activity related to payment services in the course of providing payment services to you under this Zoho PaymentsTerms.
Processor's Role
As mentioned above, payment processing and transaction settlement features of Zoho Payments ("Payment Services") are made available to you through an integration with Processor's payment processing software namely, Stripe Connect.
Payment Services may allow you to take certain actions relating to information about transactions and refunds, account balance adjustments, handling of disputes (including chargebacks) and other features that may be made available through Zoho Payments ("Payment Activity").
Zoho and the Processor are two different entities and you understand that the Processor Terms constitute a direct and binding agreement between you and the Processor. Zoho is not a party to the Processor Terms and Zoho is in no way liable to you under the Processor Terms. The terms "Connect Platform" and "Platform Services" in the Processor Terms refer to Zoho and Zoho Payments respectively.
If Zoho has agreed to provide to you payment processing proceeds via accelerated settlement into a bank account linked to your debit card ("Instant Payout"), you acknowledge that (a) Zoho has provided you with the applicable fees for Instant Payouts as well as any use, recurring, or application fees that may be charged by Zoho and (b) Zoho has informed you that, for certain recipient banks, some Instant Payouts may not settle within a few minutes but instead may take longer to be credited to the relevant bank account.
Registration
In order to access or use the Service, you must register for a Zoho Payments Account ("Zoho Payments Account"). We will collect (i) personal information of the beneficial owner(s) and business representatives such as name, birthdate and identification number issued by government; (ii) business information such as trade name, address, phone number, email, business registration or identification number, business licenses, tax identification number and any other information of your business required for registration. If necessary, you agree that Zoho may require you to provide additional documents substantiating the information provided by during registration. We may also collect financial information such as financial statements, invoices receipts and other documents for verification and risk assessment. You shall at all times, keep your information current and accurate. Failure to keep your information accurate and updated may result in suspension or termination of the Service.
Verification and underwriting
Information provided by you will be shared with the Processor and will be used by Zoho and Processor to (i) verify your identity; (ii) perform risk assessment; and (iii) determine your eligibility to use the Service. In case it is determined that you are eligible to use the Service, Zoho will instruct the Processor to create an account with the Processor ("Payment Processing Account"). You understand and agree that Zoho or Processor may reject, suspend or even terminate your registration at anytime for any of the reasons specified in the Zoho Payments Terms, Processor Terms, Payment Network Rules, Operating Rules or any other applicable laws.
We may retrieve some information regarding you from our service providers or other third parties such as credit reporting agencies, information bureaus and you authorize such third parties to share your information to Zoho. Information shared by the third parties may include your personal and/or financial information. You understand and agree that information collected from third parties may be used by Zoho to verify information you have provided and to assess your risk to our business. If Zoho reasonably determines that information you provided is inconsistent, contradicting or misleading, Zoho may suspend or even terminate your use of the Service.
Bank Account
For the purpose of receiving payments and for settlement of funds using the Service, you must provide details of an active bank account in good standing that is owned and controlled by you ("Bank Account"). Use of Bank Account in connection with the Service shall be subject to approval by the Processor. You are solely responsible for providing current and accurate details of Bank Account and you hereby represent that the details you provide are true to your knowledge. Zoho is not responsible for any losses you incur as a result of incorrect bank details you provide.
Transfer of Information to Third Parties
Your information including details of Bank Account will be transferred by Zoho or Processor to acquiring bank, issuing banks, payment networks, payment method providers, financial institutions, or other financial intermediaries in the course of your use of the Service. Zoho will also share your information to third parties engaged by Zoho for the purpose of risk assessments, fraud prevention and detection or for performing any other tasks related to the Service.
Payment Method
The Service supports most of the payment networks, credit cards, debit cards and gift cards through which customers can make payments to you. You understand that your relationship with the payment networks are governed by the Payment Network Rules and Zoho is not a party to the Payment Network Rules. You understand and agree that Zoho has no way of knowing if a particular transaction is accurate, typical or complete for your business. You are responsible for knowing whether a transaction initiated by your customer is erroneous or suspicious. In the event that you are unsure if a transaction is erroneous or suspicious, you agree to research the transaction and, if necessary, contact your customer before fulfilling or completing the transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent transactions in connection with your use of the Services. You are solely responsible for the verification of your customers and the eligibility of the card presented by them for the purchase of goods or services from you. You also agree that you are solely responsible for any chargebacks or refund of amount for cancelled transactions. Zoho may, in its sole discretion, add or remove a payment method or payment provider at anytime.
Payment and Settlement
Set off and Collection
You are liable to pay (i) all amounts such as fees, charges, chargebacks, reserves, fines, penalties, taxes and any other amounts that you owe under this Zoho Payments Terms ("Charges") and (ii) all costs and expenses (including attorney fees and collection agency fees) incurred by Zoho as a result of your breach of your obligation to pay applicable Charges.
You hereby authorize Zoho to set off the Charges. The Charges will be set off by (i) debiting the Payment Processing Account; or (ii) ACH debit from the Bank Account. If funds in the Payment Processing Account and Bank Account are insufficient to set off the Charges, Zoho may require you to pay the Charges by depositing funds into the Payment Processing Account.
Unauthorized Transactions
Where Zoho reasonably determines that a transaction (i) may violate the Zoho Payments Terms; (ii) is unauthorized, fraudulent, illegal or otherwise suspicious; or (iii) is likely to expose you, Zoho, Processors or others to risk of their respective businesses ("Unauthorized Transactions"), Zoho may refuse, condition or suspend such transaction. In the event that Zoho reasonably determines that a transaction that has been processed and for which payment has been received is an Unauthorized Transaction, Zoho reserves the right to reverse such transaction. You understand that processing fee incurred for reversed transactions will not be returned to you.
Processing Fees
Fee for Payment Services ("Processing Fees") will be determined by Zoho and will be deducted by the Processor on Zoho's behalf in accordance with the Processor Terms. Zoho reserves the right to modify the Processing Fees at anytime without any prior notice to you.
Chargebacks
You are solely liable for chargebacks by cardholder banks. You may choose to dispute a chargeback through the Service by providing the required information and documentation within the timeframe and in the manner prescribed in the Payment Network Rules and Operating Rules. Zoho may assist you in disputing the chargeback by providing available details of the transaction. Your failure to provide adequate information in a timely manner may result in your inability to dispute a chargeback. If the dispute is resolved in your favor, the chargeback amount will be returned to you by the cardholder bank. You understand that Zoho is not a party to the chargeback dispute process and assumes no liability in connection with such process.
A High dispute rate (exceeding 1%) may result in your inability to use the Processing Service. Failure to manage disputes with your customers in a timely and effective manner may result in inability to accept payment card for your business.
Penalties and Fines
You are liable for penalties and fines that are imposed on you or on us by any bank, money services business, payment network, payment method provider, financial institution, or other financial intermediary as a result of your use of the Services in a manner not permitted by this Zoho Payments Terms, Processor Terms, Operating Rules or by any other applicable rules and regulations.
Refunds
In the event that your customer cancels a transaction, you can initiate a refund of payments received for such cancelled transaction subject to availability of sufficient funds in the Payment Processing Account. However, the Processing Fee incurred by you for the original transaction will not be refunded to you and you will also be liable for any fees or charges associated with the refund.
Taxes
You are solely liable for the taxes (which may include value added tax, goods and services tax, provincial sales tax, harmonized sales tax or withholding tax), fees or other charges imposed by any government authority in relation to payments you receive on account of sale of goods and services, donations or any other payments you receive through the Service. It is your responsibility to assess, collect, report or remit applicable taxes in all relevant jurisdictions. In case you are exempted from any or all applicable taxes, you agree to provide Zoho with an appropriate original certificate or evidence of tax exemption that is satisfactory to Zoho. You understand and acknowledge that we may send information related to your transactions processed using the Service to the tax authorities. You also understand that we maybe required to file periodic reports with respect to the processed transactions with the concerned authorities.
Reserves
You authorize Zoho to set aside and maintain amounts of money determined by us by debiting the Payment Processing Account in order to cover (i) payment obligations owed or that may become owed to us or the Processor; (ii) existing or expected chargebacks, refunds, losses, and expenses due to customer complaints and cancellation of transactions; and (iii) any penalties or fines imposed by any bank, money services business, payment network, payment method provider, financial institution, or other financial intermediary. The amount set aside and maintained is hereinafter referred to as "Reserves". The funds to be held as Reserves, the period of time for which the Reserves are maintained, and any other terms that are applicable to the Reserves will be determined by us from time to time based on the history of transactions submitted by you for processing, or other factors at our discretion.
Lien on Processed Funds and Personal Guarantee
In order to secure Zoho against your payment obligations under this Zoho Payments Terms, you grant us a lien on the processed funds and the Bank Account. In the event that the amount you owe to Processor or to any bank, money services business, payment network, payment method provider, financial institution, or other financial intermediary is higher, Zoho will notify you and may require a personal guarantee from you for the payment obligations under this Zoho Payments Terms. You agree that it is your responsibility to execute and deliver further documents or agreements required for the above purpose, at your expense.
Settlement of Funds
The payments received for transactions submitted to Zoho for payment processing will be credited to your Bank Account according to the settlement schedule available on the website subject to deduction of applicable Charges. However, we reserve the right to modify the settlement schedule from time to time at our discretion and to withhold payments for specific transactions that are reasonably determined by us as fraudulent or otherwise suspicious. If the settlement date is a holiday or a day on which the relevant banks are not operating, the settlement will be made on the immediately following business day on which the banks are open for business.
Electronic Delivery of Form 1099-K
Zoho is required to file Form 1099-K with Internal Revenue Service (IRS) for reporting transactions processed using the Service for each calendar year ("Form") and share the Form with you as well. Accordingly, after filing the Form with the IRS, Zoho will (i) email the Form to the account owner's email address; and (ii) make the Form available in your Zoho Payments Account for you to download. By agreeing to the Zoho Payments Terms, you consent to receive the Form electronically. You can choose to withdraw your consent to receive the Form electronically by writing to us at support@zohopay.com. Upon your withdrawal of consent to receive the Form electronically, you will receive a physical copy of the Form via post to your registered business address. To know more about the electronic delivery of the Form, please read the Terms for Electronic Delivery of Form 1099-K.
Representations and Warranties
You hereby represent and warrant that
i. you are of legal age of majority (minimum being 18)
ii. you are eligible to conduct the business and use the Service;
iii. information provided by you regarding your business, products or services or any other information is true and accurate;
vi. you will not use the Service for your personal or household purposes;
v. transactions submitted by you denote a bonafide sale made by you and will describe accurately the goods and/or services sold by you;
vi. you are solely responsible for losses caused by fraud on the part of your customers;
vii. you are responsible for providing correct details of Bank Account and you understand that Zoho is not liable for any erroneous settlement of funds to a different bank account as a result of incorrect Bank Account details provided by you;
viii. you are solely responsible for the provision of goods and services to your customers and that you will fulfil your obligations towards your customers and will resolve disputes between you and your customers;
ix. you will comply with all applicable laws in relation to your sale of goods and/or services and the Service;
x.you will make sure that you do not offer or sell products or services that are prohibited by law including but not limited to products and services listed as Prohibited Products and Services failing which Zoho may suspend or terminate your Zoho Payments Account and may withhold funds or refund the funds to the concerned customer; or
xi. you will not use the Service for any fraudulent or illegal purposes.
Security
Zoho will adopt and maintain all commercially reasonable physical, technical and administrative security measures to protect the information of you and your customers in accordance with the industry standards.
Zoho may suggest security controls for your business in order to protect you against Unauthorized Transactions. You may implement security controls suggested by Zoho or independently implement other security procedures and controls on your own. Zoho may also provide you with information regarding the possibility or likelihood that a transaction maybe fraudulent. This information is provided to you for your consideration, but you are ultimately responsible for any actions you choose to take or not take based on such information. You understand that Zoho may incorporate such actions or inactions by you into Zoho's fraud model, for the purpose of identifying future potential fraud.
Zoho shall not be responsible for losses you incur from your customers' use of lost cards or stolen payment credentials or accounts details in connection with transactions with you.Further, you will fully reimburse us for any losses we may incur that result from the use of lost or stolen credentials or accounts.
Privacy
Personal information you provide to Zoho through the Service is governed by Zoho Payments Privacy Policy. Your election to use the Service indicates your acceptance of the terms of the Zoho Payments Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to or by calling us on any of the numbers listed on. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.
Compliance
You agree that your use of the Service (including all Payment Services) will be in compliance with (i) Payment Card Industry Data Security Standards (PCI - DSS); (ii) payment network rules and regulations as required by Visa, Master Card and other payment networks ("Payment Network Rules"); and (iii) other rules and regulations prescribed by banks, money services businesses, payment networks, payment method providers, financial institutions, or other financial intermediaries.
Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE ZOHO PAYMENTS AND PAYMENT SERVICES IS AT YOUR SOLE RISK. ZOHO PAYMENTS ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. ZOHO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ZOHO MAKES NO WARRANTY THAT THE ZOHO PAYMENTS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM ZOHO, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. YOU UNDERSTAND THAT ZOHO DOES NOT HAVE ANY FORM OF CONTROL OVER THE PRODUCTS OR SERVICES FOR WHICH PAYMENTS ARE RECEIVED THROUGH THE SERVICE. YOU ALSO UNDERSTAND THAT ZOHO CAN NEITHER ENSURE THAT A CUSTOMER WILL COMPLETE A TRANSACTION NOR GUARANTEE THAT A CUSTOMER POSSESSES THE AUTHORITY TO MAKE OR COMPLETE A TRANSACTION.
Limitation of Liability
IN NO EVENT SHALL ZOHO BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF THIS SERVICE OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ZOHO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
ZOHO IS NOT LIABLE FOR ANY DAMAGES, HARM, OR LOSSES TO YOU ARISING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ZOHO PAYMENTS ACCOUNT. ZOHO ASO DISCAIMS LIABILITY IN CASE OF (I) YOUR USE OF THE SERVICE IN A MANNER INCONSISTENT WITH THE DOCUMENTATION; (II) ANY UNAUTHORIZED ACCESS OF SERVERS, INFRASTRUCTURE, OR DATA RELATED TO THE SERVICE; (III) INTERRUPTIONS TO OR CESSATION OF THE SERVICE; (IV) ANY BUGS VIRUSES, OTHER HARMFUL CODE THAT MAY BE TRANSMITTED THROUGH THE SERVICE; OR (V) ANY ERRORS, INACCURACIES, OMMISSIONS OR LOSS OF DATA STORED WITH US.
IN NO EVENT SHALL ZOHO’S LIABILITY TO YOU, IN AGGREGATE OF ALL CLAIMS ARISING OUT OF ZOHO PAYMENTS TERMS OR THE SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE PROCESSING FEES RECEIEVED BY ZOHO IN RESPECT OF YOUR PAYMENT ACTIVITY WITHIN THE 3-MONTH PERIOD PRECEDING THE DATE LIABILITY FIRST ACCRUED.
Indemnification
You agree to indemnify and hold Zoho harmless from and against any losses, damages, claims, or actions arising from (a) your Payment Activity including any unauthorized Payment Activity done through your Zoho Payments Account; (b) any Charges Zoho incurs on your behalf; (c) losses due to your failure to fulfil your obligations towards your customers including your failure to properly describe or deliver goods or services; (d) any and all information you provide regarding your business or relating to your Payment Processing Account; (e) any violation of law, Payment Network Rules, or security requirements; (f) relationship between you and your customer; or (g) any breach of this Zoho Payments Terms or the Processor Terms.
Termination and its Effects
You may terminate this Zoho Payments Terms at any time by closing the Zoho Payments Account.
Zoho may suspend or terminate your use of the Payment Services upon (i) termination of Zoho's contract with Processor; (ii) termination or suspension of the Processor Terms or your Payment Processing Account; (iii) if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding; (iv) determination by Zoho that you are engaged in any activity that is in violation any applicable laws; (v) determination that your use of the Service causes or is likely to cause significant risk of reputational harm to Zoho; or (vi) at any time upon reasonable suspicion of fraud, excess risk, or your violation of the Zoho Payments Terms. Upon termination, you agree (i) to stop using the Service and accepting payments through the Service; (ii) fulfil your obligations in relation to pending transactions; (iii) to remove Zoho, Processor and payment network trademarks and logos from your website, if applicable; (iv) that Zoho has the right (but not obligated) to delete your information stored in your Zoho Payments Account; and v) that Zoho will not be liable for any reimbursement, compensation or damages in connection with your use of the Service. You acknowledge that you will remain liable for Charges incurred by you prior to termination.
Entire Agreement
This Zoho Payments Terms along with the agreements, policies and regulations incorporated in this Zoho PaymentsTerms by reference constitute the entire agreement between you and Zoho and supersedes all prior communications, understandings or agreements between the parties.
Modification of Terms
Zoho may modify these Zoho Payments Terms from time to time. You are responsible for periodically reviewing the Zoho Payments Terms available on the website. The modified Zoho Payments Terms shall be applicable from the date they are published on the website. Your continued use of the Service after the effective date of any change to the Zoho Payments Terms will be deemed to be your agreement to the modified Zoho Payments Terms.