About our terms of service
Welcome to Stripe. We developed this payment service (the “Stripe Service” or the “Service”) to make it easy for you to accept credit and debit card payments online from your customers so you can focus on your own product or service.
We have tried to draft these Terms of Service in a clear and simple manner. Unfortunately, the realities of the legal world make it a very difficult task. So, should you have any questions or concerns or would simply like to better understand how we do things at Stripe, please do not hesitate to contact us.
Below is a quick description of the main sections of this Agreement, but there are important details in the whole document, so you should read it.
The Stripe Service
We provide you with software and a service to process your online credit and debit card payments; we will respect and protect your privacy, data and personal information. You run your business, service your customers, protect your customers’ data, report & pay taxes, and observe all laws, rules, and regulations. Complete details
Registering for Stripe
You provide us with basic information about your organisation; we will seek to verify your information (we may work with third parties to do so) and approve your service account unless deemed risky (by us or our payment processors). You give us permission to do all this, and to periodically update the information; otherwise we must decline to offer you the service. Complete details
Receiving your Funds from Card Transactions
We pay you for your transactions (minus our fees), at a schedule communicated to you once your service account is approved. A certain amount of your funds may be subject to an additional hold period (e.g. Reserve Account) with terms determined by your perceived risk and transaction history. You are responsible for refunds, returns, and liable for customer disputes (chargebacks). Complete details
Termination and Other Legal Terms
We can terminate this Agreement for any reason on two months’ notice and immediately in certain circumstances (such as where you breach this Agreement). You can terminate at any time effective immediately. Termination does not alter your liability for processed payments or related chargebacks. This section also includes all the extra legal stuff they make us add (e.g. indemnification, warranties, assignment). Complete details
Stripe Terms of Service
These Terms and Conditions constitute a legal agreement (“Agreement”) between the sole proprietor or business entity or business organisation listed as the “Merchant” on the registration page (sometimes referred to as “you,” “your”, “user”) and Stripe Payments Europe, Ltd. (“Stripe”), and Valitor hf (the “Designated Bank,” and collectively with Stripe referred to as “we,” “our” or “us”). You may request a copy of this Agreement, and the other terms or documents incorporated in it by reference, at any time during the term of this Agreement.
Section A: Stripe Services
1. Our Role
Our Service helps you accept and process credit card, debit card and other types of card payments (collectively “cards” or “Cards”, each a “card” or “Card”) from your customers (each, a “customer” or a “Cardholder”) in exchange for your products and services. We do not assume any liability for the products or services purchased using our Service. You will be required to register for a service account to use Stripe (see Registering for Stripe). This “Stripe account” allows you to review card transactions that are in process of settling from a Card Network (as defined in Section A(2) below) and us to your designated settlement bank account. In providing our Service, we will be acting as a technical service provider to the payment service provider, the Designated Bank, which will be providing payment services under this Agreement.
Stripe Connect enables you to work with various platform providers to help manage your account, provide ancillary services, or perform analytics using your data from your Stripe account. Stripe Relay provides you a mechanism for easily publishing your product data to various online channels. Each of these is discussed in more detail below.
2. Payments Services
We provide application programming interfaces (collectively, “API”) and other software to enable you to use the Service. We reserve the right to require you to install or update any and all software to continue using the Service. Our Service also includes software to help you manage recurring and subscription billing charges for your products and services. It is your responsibility to obtain your customers’ consent to be billed on a recurring basis in compliance with applicable legal requirements and Network Rules (as defined in Section A(14) below) established by Visa Europe Ltd, (“Visa”), MasterCard Europe S.A. (“MasterCard”), Discover, American Express or other applicable card networks (collectively, the “Card Networks”).
3. Authorisation for Handling of Funds; Power of Attorney
By accepting this Agreement, you authorise us or a bank that we designate to hold, receive, and disburse funds on your behalf when such funds from your card transactions settle from the Card Networks. You further authorise Stripe to instruct the Designated Bank in the way your card transaction settlement funds should be disbursed to you (such as by BACS, CHAPs or SEPA) and the timing of such disbursements. You also authorise the Designated Bank to hold settlement funds in a deposit account on trust on your behalf pending disbursement of the funds to you in accordance with the terms of this Agreement.
You hereby grant a limited power of attorney to us strictly for the sole and exclusive purpose (and no other purpose) of invoicing, collecting and disbursing all payments due to you in connection with the Service, and preparing, executing, endorsing and delivering in your name all instruments or other documents that we may consider necessary or advisable in order to render the Service and to carry out this Agreement. This limited power of attorney shall take effect from the date that you first enter into this Agreement and shall be revoked without notice or otherwise automatically cease to have effect at the termination of this Agreement. Thus, prior to accepting any Cards, Stripe will establish an account (“Settlement Account”) through which Settlements in accordance with this Agreement are settled. Any payment made by Designated Bank to the Settlement Account shall be deemed as a full and final payment by Designated Bank to you. Should you decide to withdraw this limited power of attorney, such a withdrawal does not become effective towards Designated Bank until Designated Bank has demonstrably confirmed having received such a written and signed withdrawal.
You agree you are not entitled to any interest associated with the settlement funds held in the deposit account by us pending settlement to your specified bank Settlement Account and you may not assign any interest in those funds or the deposit account. From time to time, we may make available to you information in the management dashboard area of the Stripe Service regarding anticipated settlement amounts that have been received on your behalf from the Card Networks and are being held pending settlement. This settlement information does not constitute a deposit or other obligation of Stripe or the Designated Bank. This settlement information reflected in the Stripe management dashboard is for reporting and informational purposes only, such funds are to be credited to your specified bank Settlement Account in accordance with the Payout Schedule (as defined in Section C(3) below) and subject to the other terms of this Agreement (including, without limitation, regarding deductions for Fees (Section C(9)), the Reserve Account (Section C(11)) and Chargebacks, Reversals and Claims (each such term as defined in Section D(6) below)). Your authorisations set forth herein will remain in full force and effect until your Stripe account is closed or terminated as provided in Section D.
4. Payment Methods
The Service supports most issued cards with a Card Network logo including credit, debit, pre-paid, or gift cards. We will only process card transactions that have been authorised by the applicable Card Network or card issuer. You are solely responsible for verifying the identity of users and the eligibility of each presented payment card used to purchase your products and services, we do not guarantee or assume any liability for transactions authorised and completed which may later be reversed or charged back (see Chargebacks in Section C(6) below). You are solely responsible for all reversed or charged back transactions, regardless of the reason for, or timing of, the reversal or chargeback. Please see Section C(7) below regarding your right to contest Chargebacks. Stripe may add or remove one or more types of cards as a supported payment card subject to Section D(11) below.
5. Customer Service
Stripe will provide you with customer service to help resolve any issues relating to your use of Stripe, your card payment processing and use of our software, and the distribution of funds to your specified bank Settlement Account. You, and you alone, are responsible for providing service to your customers for any and all issues related to your products and services, including but not limited to issues arising from the processing of customers’ cards through the Service.
It is your responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Service (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that we may make certain reports to tax authorities regarding transactions that we process and merchants to which we provide card payment services. We reserve the right to report to relevant revenue or taxing authorities regarding payment card transactions processed by Stripe on your behalf, to the extent we are required to do so by applicable law.
7. Your Data Security Obligations
You are fully responsible for the security of data on your site, through your app, or otherwise in your possession. You agree to comply with all applicable national or regional laws and rules in connection with your collection, security and dissemination of any personal, financial, Card, or transaction information (defined as “Payment Data”) on your site or through your app. While Stripe helps to make compliance easier, you are solely responsible for compliance with any laws, regulations, or rules applicable to your business. You specifically agree that at all times you will be compliant with the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS), as applicable. The steps you will need to take to comply with PCI-DSS and PA-DSS when using Stripe will vary based on your implementation. For more information about implementing Stripe, please refer to our documentation. If we believe it is necessary based on your implementation and request it of you, you will promptly provide us with documentation evidencing your compliance with PCI DSS and/or PA DSS if requested by us. You also agree that you will use only PCI compliant service providers in connection with the storage, or transmission of Payment Data defined as a cardholder’s account number, expiration date, and CVV2. You must not store CVV2 data at any time. Information on the PCI DSS can be found on the PCI Council’s website. It is your responsibility to comply with these standards.
8. Security and Fraud Controls
Stripe may provide or suggest security procedures and controls intended to reduce the risk to you of fraud (“Security Controls”). These Security Controls may include processes or applications that are developed by Stripe or by third parties, including but not limited to providing two-factor authentication for logging into your Stripe Account. You agree to review all Security Controls and choose those that are appropriate for your business to protect against unauthorised transactions and, if necessary, use other procedures and controls not provided by us. Disabling or failing to properly use Security Controls increases your exposure to unauthorised Card transactions. Keep in mind that you are responsible for the use of lost or stolen data that is used to purchase products or services from your business. We are not liable for and do not insure against losses to you or your customers resulting from use of lost or stolen data with the Stripe Services (including but not limited to losses arising from the use of lost or stolen credit cards to make purchases from your site or app, or those caused by a compromise of your login credentials).
9. Audit Right
If we believe that a security breach or compromise of data has occurred, we may require you to have a third party auditor that is approved by us conduct a security audit of your systems and facilities and issue a report to be provided to Stripe, the Designated Bank, and/or the Card Networks and you shall be required to remedy any defects identified within a reasonable period or a timeframe given by the Card Network.
10. Privacy and Data Protection
b. Data Protection: Protection of personal data are very important to us. Stripe will comply with the applicable data protection laws, including in particular, the adoption of laws consistent with the EU Directive 95/46/EC (“EU Data Directive”) binding in Sweden, as amended from time to time.
For any personal data processed on your behalf under this Agreement, Stripe and you both agree that you are the data controller and we are the data processor in relation to that data. We shall process the personal data only in accordance with the terms of this Agreement and lawful instructions reasonably given by you to us from time to time. We will employ appropriate technical and organisational measures to protect such personal data. As data processor, Stripe may appoint sub-processors for parts of its processing of personal data, provided however, that the sub-processor assumes the same obligations as are imposed on Stripe as data processor.
You acknowledge that Stripe is reliant on you for direction as to the extent to which we are entitled to use and process the personal data you provide us with. Consequently, we will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from your instructions.
In providing the Stripe Services, Stripe transfers personal data (including Cardholder Data) to its affiliate, Stripe, Inc. (our “Affiliate”), which stores and processes this personal data on servers located in the US. To ensure the adequate protection of Data transferred outside of EU member states, Stripe employs appropriate mechanisms (including model contract clauses) to allow for the lawful onward transfer of personal data under the EU Data Directive.
c. Data Requests: We will notify you (within a reasonable time frame) if we receive a request from a person to have access to that person’s personal data; a complaint or request relating to your obligations under applicable data protection legislation; or any other communication relating directly to the processing of any personal data in connection with this Agreement.
Stripe will provide you with reasonable co-operation and assistance in relation to any complaint or request made in respect of any personal data processed by us on your behalf, including by providing you with details of the complaint or request, complying with any data subject access, rectification or deletion requests (within the relevant timescales set out in applicable data protection legislation) and providing you with any personal data we hold in relation to a person making a complaint or request (again, within a reasonable timescale).
d. Card Network Reporting: You acknowledge that we are required to report your business name and the name of your principals to the MATCH listing maintained by MasterCard and accessed and updated by American Express, VMAS database upheld by Visa or to the Consortium Merchant Negative File maintained by Discover, if applicable, pursuant to the requirements of the Network Rules (as defined in Section A(14) below). During the course of this Agreement we reserve the right to place any terminated merchant in a terminated merchant file established by the Card Networks for termination with due cause. You specifically consent to our compliance with these obligations and to the listing itself, and you waive and hold us harmless from all claims and liabilities you may have as a result of such reporting.
11. Your Privacy Obligations
If you receive information about others, including Cardholders, through the use of the Service, you must keep such information confidential and only use it in connection with the Service. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so. You may not disclose card numbers to any third party, other than in connection with processing a card transaction requested by your customer under the Service.
12. Restricted Use
You are required to obey all laws, rules, and regulations applicable to your use of the Service (for example, those governing financial services and consumer protection). In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (i) utilise the credit available on any Card to provide cash advances to Cardholders, (ii) submit any card transaction for processing that does not arise from your sale of goods or service to your customer, (iii) act as a payment intermediary or aggregator or otherwise resell our services on behalf of any third party, (iv) send what you believe to be potentially fraudulent authorisations or a fraudulent card transaction, or (v) use the Service in a manner that one or more of the Card Networks or Designated Bank reasonably believes to be an abuse of the Card Network or a violation of Network Rules (as defined in Section A(14) below).
Except to the extent that applicable law expressly entitles you to different rights, you also agree not to, nor to permit any third party to, do any of the following: (i) access or attempt to access Stripe systems, programs or data that are not made available for public use: (ii) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from Stripe; (iii) permit any third party to use and benefit from the Service via a rental, lease, timesharing, service bureau or other arrangement; (iv) transfer any rights granted to you under this Agreement; (v) work around any of the technical limitations of the Service, use any tool to enable features or functionalities that are otherwise disabled in the Service, or decompile, disassemble or otherwise reverse engineer the Service, except to the extent that such restriction is expressly permitted by any applicable law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Service, prevent access to or use of the Service by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or (vii) otherwise use the Service except as expressly allowed under this section.
13. Suspicion of Unauthorised or Illegal Use
We reserve the right to not authorise or settle any transaction you submit that we believe is in violation of this Agreement or of applicable law or exposes you, other Stripe users, Designated Bank or Stripe to harm, including but not limited to fraud or other criminal acts. You hereby authorise us to share information with law enforcement about you, your transactions, or your use of the Service if we reasonably suspect that your Stripe account has been used for an unauthorised, illegal, or criminal purpose.
14. Card Network Rules
The Card Networks have established guidelines, bylaws, rules, and/or regulations (“Network Rules”). You are required to comply with all Network Rules that are applicable to merchants and which are publicly available or are provided to you by us. You can review portions of the network rules at MasterCard. Rules and regulations are not published online and will be provided as needed. Further information is available at Visa.
Please also refer to the Payment Network Disclosure section below regarding Designated Bank’s responsibility for educating you on Network Rules with which you must comply. The Card Networks reserve the right to amend the Network Rules. We reserve the right to amend this Agreement by giving two months prior notice to you, or shorter time if so required by the Card Networks, as necessary to comply with Network Rules or otherwise address changes in the Service. You will be deemed to have accepted the changes unless you notify us to the contrary in writing to Stripe’s email address as set out above before the proposed date of the change and you have the right to terminate this Agreement immediately and without charge before that date.
15. Disclosures and Notices
You agree that we may provide communications, disclosures and notices regarding the Service and in respect of this Agreement to you by posting such communications, disclosures and notices on our website, emailing them to the email address listed in your Stripe account, or mailing them to the address listed in your Stripe account. You also agree that electronic communications, disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you by the end of the day following the day on which it was mailed to you or posted to our website or on the day it is emailed to you unless we receive notice that the email was not delivered. All such communications, disclosures and notices shall be in English.
16. References to Our Relationship
You agree that, from the time you begin processing payments with Stripe until you terminate your account with us, we may identify you as a customer of Stripe. Neither you nor we will imply any untrue sponsorship, endorsement or affiliation between you and Stripe.
17. Stripe Connect
Stripe Connect allows third-party platform providers (“Platforms”) to help you administer your Stripe Account and provide additional services directly to you or your customers. To permit Platforms to connect to your Stripe Account, you must add the Platform through the Stripe management dashboard and accept the Stripe Connected Account Agreement (“Stripe Connected Account Agreement”).
By connecting Platforms to your Stripe Account you are authorizing Stripe to permit these Platforms to (a) access your Stripe Account and Payment Data, (b) create charges and customers in your Stripe Account, and (c) deduct amounts (for example, fees and charges) from the amount that would otherwise be payable to you from transactions occurring in connection with the Platform (“Platform Fees”). Any Platform Fees will be separately agreed upon by you and the Platform, and will be in addition to Stripe’s fees and charges.
Once you have authorised a Platform it will continue to have access to your Stripe Account and be authorised as described in Stripe Connected Account Agreement until you specifically withdraw your authorization by changing the settings through your Stripe management dashboard.
18. Stripe Relay
Stripe Relay allows you to publish information that describes specific products or services and their variations, including but not limited to descriptions, SKUs, prices, inventory, and images (“Product Data”) to various online, mobile, off-site online or affiliate channels (each a “Channel”); allows customers to make purchases of such products through such Channels (each an “Order”); and permits you to manage inventory and order information for such purchases. As used in this section, “Order Data” means the information transmitted using your systems, or systems you control, for the purpose of initiating or completing a transaction (including portions of the Payment Data).
Any Product Data you provide to us will be provided to the Channels you select through the Stripe management dashboard. You understand and agree that Channels will publish Product Data as you have provided it through Stripe Relay. You are solely responsible for acquiring the appropriate rights to publish Product Information through the Channels, and for any pricing, inventory information, facts or statements – even those made erroneously – that are contained in the Product Data. You grant to Stripe a worldwide, fully-paid, nontransferable licence to: (a) publish Product Data through the Channels, (b) receive and transmit Order Data to you, and (c) use any trademarks, service marks, or non-public personal information contained in Product Data or Orders data therein to the extent required to perform either (a) or (b); and authorize Stripe to sublicence such rights to Channels. You agree to hold Channels harmless for claims or losses you incur due to the use of Order Data or publication of Product Data to facilitate your use of Stripe Relay.
You may only use Stripe Relay to publish Product Data to Channels, and may only receive and transmit Order Data between Channels and your systems (or systems under your control) for your own benefit. You may not resell or distribute Stripe Relay to third parties.
You represent and warrant that you will not falsely advertise any Product Data through Channels, and that you will not use any unfair or deceptive acts or practices when advertising the underlying product or service through the Channels. You understand and agree that you are solely responsible for production, fulfillment, shipping, or providing any ancillary services related to Orders you receive through your use of Stripe Relay.
19. Additional Services
From time to time we may offer you additional features or services (“Additional Services”), such as Stripe Checkout or international services, which may be subject to additional or different terms of service. As with the Stripe Services, you may not use these Additional Services unless you agree to the applicable terms of service. Except where expressly stated otherwise, your use of Additional Services will have no impact on the applicability of this Agreement to the Service.
Section B: Registering for Stripe
The Stripe Service is only made available to persons or entities that operate a business selling goods and services, and the Stripe Service is not made available to persons to accept card payments for personal, family or household purposes. To use Stripe for your business, you will first have to register for Stripe. When you register for Stripe, we will collect basic information including your name, business name, location, email address, business identification number and phone number. If you have not already done so, you will also be required to provide an email address and password to access Stripe (your “Stripe account credentials”). You must take all reasonable steps to keep your personalised security features of your Stripe Account (including your password) safe, for example keep them secret and do not share them with anyone, other than appropriately authorised personnel within your business. You must notify us by emailing Stripe support using the details set out above without undue delay if you discover that any of your personalised security features have been lost or stolen or that someone else has used or attempted to use your Stripe Account without your authority.
You may choose to register as an individual (sole proprietor) or as a company or other business entity. If you register as a business, you must also provide information about an owner or principal of the business and you must be authorised to act on behalf of the business and have the authority to bind the business to this Agreement. In order to sign up a business to use the Service, you must agree to this Agreement on behalf of the business. If you have so agreed, the term “you” will mean you, the natural person, as well as such business.
2. Company Descriptions and Site URL
As part of your registration, you must provide your site URL (e.g. www.mystore.com) and the name under which you do business (which may be the business’s legal name or a “trading name”) (e.g. MyStore Online Widgets). These two fields may appear in your customers’ credit or debit card statements. To avoid customer confusion and transaction disputes, it is important that you enter a description that clearly identifies your business as well as an accurate site URL. You agree to indemnify us from any costs from disputes due to customers failing to recognise your business name on their statements.
3. Verification and Underwriting
To verify your identity, we will require additional information including without limitation your company registration number, your VAT number and, if applicable, your date of birth. We may also ask for additional information to help verify your identity and assess your business risk including business invoices, a driver’s licence or other government issued identification, or a business license. We may ask you for financial statements. We may request for your permission to do a physical inspection at your place of business and to examine books and records that pertain to your compliance with this Agreement. Your failure to comply with any of these requests within five (5) days may result in suspension or termination of your Stripe account. You authorise us to retrieve additional information about you from third parties and other identification services. Stripe may use your information to apply for card merchant acquiring accounts on your behalf with certain Card Networks (such as American Express).
After we have collected and verified all your information, Stripe will review it and determine if you are eligible to use the Service. Stripe may also share your information with the Designated Bank, which may also make a determination regarding your eligibility. We will notify you once your account has been either approved or deemed ineligible for use of the Service.
By accepting the terms of this Agreement, you are providing us and the Designated Bank with authorisation to retrieve information about you from and provide information about you to third parties, including but not limited to credit reporting agencies or bureaus and other information providers, and you authorise and direct such third parties to compile and provide such information to us. You acknowledge that such information retrieved and provided may include your name, address history, credit history, and other data about you. Stripe may periodically update this information to determine whether you continue to meet our eligibility requirements.
You agree that Stripe is permitted to contact and share information about you and your application (including whether you are approved or declined), and your Stripe account with Designated Bank and the Designated Processor. This includes sharing information (a) about your transactions for regulatory or compliance purposes, (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct Stripe’s risk management process.
4. Stripe Service
By registering for Stripe, you confirm that you are a legal resident of the country that you identified when you provided us your business details to create a Stripe account (the “Designated Country”), and that you are authorised to conduct business in such country. You may not export the Service directly or indirectly.
By accepting this Agreement you confirm that you satisfy these requirements and will continue to do so in connection with your use of the Service.
5. Prohibited Businesses
There are certain categories of businesses and business practices for which the Stripe Services cannot be used (“Prohibited Businesses”). Many of these Prohibited Business categories are imposed by Card Network rules or the requirements of our banking providers or processors. We maintain a list here: Prohibited Businesses. By registering a Stripe Account, you confirm that you will not use the Stripe Services in connection with any of the Prohibited Businesses. If you are uncertain as to whether a business is a Prohibited Business, or have questions about how these requirements apply to your business, please contact us.
6. Business Conduct.
You will only accept payments through Stripe for transactions between you and your customer for the bona fide sale of lawful goods or services. You will not solicit or use a Payment Data for any purpose other than to process payment for your goods and services. You will comply with all applicable laws, rules, regulations and orders of governments having jurisdiction in connection with your use of the Service.
Section C: Processing Card Transactions and Receiving Your Funds
1. Processing Card Transactions
You agree that you will accept all eligible cards presented for payment by your customers for your goods and services in accordance with the Network Rules, this Agreement and any operating guides that we may provide you from time to time. You agree that you will obtain an authorisation from the Card Network(s) for each card transaction, as required under the Network Rules, and will not submit a card transaction for settlement where there is a negative authorisation or the card is otherwise expired. You acknowledge that the existence of an affirmative authorisation from us or the Card Networks does not mean that a particular card transaction will not be subject to Chargeback, Reversal or Claim (each such term as defined in Section D(6) below) at a later date.
You will not impose an excessive fee or surcharge on a customer that seeks to use an eligible payment card. If you impose a fee or surcharge it must be limited to reflect your costs for the use of such payment card. If you levy an additional charge or offer a reduction in cost to your customers for using a particular eligible payment card this information must be advised to your customer before the start of the payment transaction. You will provide a receipt to the customer at the conclusion of the purchase transaction that includes all information required under Network Rules and applicable law.
You will submit all card transactions for processing no later than three (3) days from the date of authorisation. You will maintain appropriate records of all card transactions for a period of at least five (5) years from the date of the transaction.
You will display all Card Network marks in accordance with the applicable Network Rules, and will use such marks only to indicate that you accept their cards for payment.
2. Payouts and Transaction History; Multi-Currency Processing
We will direct settlement funds received from the Card Networks to your specified bank Settlement Account in the amounts actually received (less our Fees and certain other amounts as defined below) for card transactions submitted to our Service. The payouts will be made to the bank account (“Bank Account”) details you provide for in your Stripe account. The Bank Account must be an account located at a bank in the Designated Country (defined in Section B(4)) and held in your business name. You are responsible for the accuracy and correctness of information you supply regarding your Bank Account. Funds for any given transaction will not be transferred to your Bank Account until the transaction is deemed complete. Transactions will be deemed complete when the Designated Bank has received funds from the relevant Card Network and when the Designated Bank has transferred such funds to the Settlement Account. The actual timing of the transfers to your Bank Account of the settlement funds will be subject to the Payout Schedule as defined below. Notwithstanding the foregoing, you acknowledge that all credits for funds provided to you are provisional and subject to reversal including without limitation if there are adjustments for inaccuracies and errors (including rejects) and Chargebacks, Reversals or Claims in accordance with this Agreement and the Network Rules, whether or not a transaction is charged back by the issuer of the Card or the Cardholder. Accordingly, you authorise us to initiate reversal or adjustment (debit or credit) entries to the Bank Account and to initiate or suspend such entries in accordance with this Agreement as may be necessary to grant or reverse fund payouts for any transaction.
After each payout of card settlement funds to your Bank Account, we will update information in your Stripe management dashboard to reflect settlement. For all Visa and MasterCard Transactions, this information will include, on a monthly basis, the Transaction ID, Transaction amount in your settlement currency, and relevant charges, including the interchange fee and other merchant service charges. Information regarding your card transactions processed and settled with the Service (“Transaction History”) will be available to you when you login to our website using your Stripe account credentials. We provide a minimum of one year of Transaction History on our website. Except as required by law, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your Transaction History and your use of the Service.
We may offer you the ability to have funds settled to your Bank Account in a currency different from the one in which you accepted payment from a customer (“Multi-Currency Processing”). To use this service, you must provide us with a valid Bank Account for each currency for which you request settlement, based on our list of available settlement currencies. We may add or remove currencies from our list of available settlement currencies at any time. If you use Multi-Currency Processing, we will identify at the time of charge (for example, through our API response), the conversion rate that will apply to the charge. If you refund a charge, the conversion rate that will apply will be the rate in effect at the time of the refund, not the charge. By submitting a charge or refund for processing you will be deemed to have accepted the rate. You may choose not to use the Multi-Currency Processing service at any time. You may also change the bank account information or other settings associated with your use of Multi-Currency Processing, but any such changes will only affect subsequent charges.
3. Payout Schedule
Payout schedule refers to the time it takes to initiate a transfer to your Bank Account of settlement funds arising from card transactions processed through the Service (“Payout Schedule”). Once your Bank Account information has been verified, a transfer of settlement funds (net of Fees, Chargebacks, Reversals, Claims and other funds owed to us for any reason) will be initiated in accordance with the Payout Schedule, the terms of which will be made available to you when you login to our website using your Stripe account credentials. The settlement funds shall be credited to your Bank Account by the end of the business day following the last day of the Payout Schedule. We are not responsible for any action taken by the institution holding your Bank Account that may result in some or all of the funds not being credited to your Bank Account or not being made available to you in your Bank Account. You can contact Stripe to inquire about changing the timing of your Payout Schedule. Upon submitting a request, you will be informed of the process and requirements for Stripe to review your Payout Schedule.
We reserve the right to change the Payout Schedule or suspend payouts to your Bank Account should we determine it is necessary due to pending disputes, excessive or anticipated excessive Chargebacks or refunds, or other suspicious activity associated with your use of the Service or if required by Card Networks, law or court order. If we do this we will notify you by email as soon as possible and include the reasons for doing so unless it is unlawful for us to so notify you.
Your opening of a Stripe account and thereby agreeing to be bound by this Agreement and the Payout Schedule shall be deemed as your consent to the execution of the necessary payment orders to transfer settlement funds to your Bank Account in accordance with this Agreement and such payment orders are deemed received on the day agreed for the execution of such payment orders in accordance with this Agreement and the Payout Schedule.
4. Reconciliations and Errors
Your Transaction History will be available to you when you login to your Stripe account on our website. Except as required by law, you are solely responsible for reconciling your Transaction History with your actual card payment transactions. You agree to notify Stripe using Stripe’s contact details set out above of any discrepancies arising from such reconciliation and verification without undue delay and no later than 6 months after the date of the transaction. We will investigate any reported discrepancies and attempt to rectify any errors that you or we discover. If the Designated Bank has failed to transmit the payment order in accordance with Section C(1), the Designated Bank will immediately re-transmit the payment order. In the event you are owed money as a result of the discrepancy, the Designated Bank will transfer funds to your Bank Account in the next scheduled payout.
If you submit or cause the Designated Bank to process transactions erroneously, you agree to contact us immediately. We will investigate any reported errors and attempt to rectify any errors that you or we discover by crediting or debiting your Bank Account as appropriate. We will only attempt to correct transactions that you process incorrectly if you notify us of such an error without undue delay and no later than 6 months after the date of the error.
5. Refunds and Returns
By accepting these terms of service, you agree to submit any and all refunds and adjustments for returns of your products and services through the Stripe Service to the Cardholder’s card in accordance with the terms of this Agreement and the applicable Network Rules. Network Rules require that you will (i) maintain a fair return, cancellation or adjustment policy; (ii) disclose your return or cancellation policy to customers at the time of purchase, (iii) not give cash refunds to a customer in connection with a Card sale, unless required by law, and (iv) not accept cash or any other item of value for preparing a Card sale refund.
Full refunds must be for the exact amount of the original transaction including tax, handling charges, and other. The refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to customer for postage costs incurred for product returns. Refunds processed through the Stripe Service must be submitted within sixty (60) days of the original transaction but in all cases, within three (3) days of approving the Cardholder refund.
For processed refunds, the Designated Bank will deduct the refund amount (including any applicable Fees) from (i) settlement funds owed to you from processing of other card transactions, or (ii) funds in any Reserve Account (as defined in Section C(11) below). If these funds are not sufficient, you authorise Stripe to forward a debit entry issued by you in the amount necessary to complete the refund transaction to the Cardholder’s card, to each of the banks maintaining the Bank Account and the Settlement Account. In the event Stripe cannot access your Bank Account by means of a direct debit, you agree to pay all funds owed to Stripe upon demand. You are solely responsible for accepting and processing returns of your products and services; we have no responsibility or obligation for processing such returns.
A Chargeback (defined below in Section D(6)) is typically caused when a customer disputes a charge that appears on their statement. A Chargeback may result in the reversal of a transaction, with the amount charged back to you. You can be assessed Chargebacks for: (i) customer disputes, (ii) unauthorised or improperly authorised transactions, (iii) transactions that do not comply with Network Rules or the terms of this Agreement or are allegedly unlawful or suspicious, or (iv) any reversals for any reason by the Card Network, the Designated Bank, or the Cardholder’s card issuing financial institution.
When a Chargeback is issued, you are immediately liable to the Designated Bank for the full amount of payment of the Chargeback plus any associated Fees, fines, expenses or penalties (including those assessed by the Card Networks or Designated Bank). You agree that the Designated Bank may, and authorise the Designated Bank to, recover these amounts by debiting your Bank Account associated with your Stripe account by direct debit, debiting your Settlement Account, debiting your Reserve Account, or setting off any amounts owed to you by us. If the Designated Bank is unable to recover funds related to a Chargeback for which you are liable, you will pay the Designated Bank the full amount of the Chargeback immediately upon our demand. You agree to pay all costs and expenses, including without limitation legal fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid Chargebacks unpaid by you.
Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, the Designated Bank may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (a) a Chargeback is assessed due to a customer’s complaint, in which case the Designated Bank will retain the funds; (b) the period of time under applicable law or regulation by which the customer may dispute the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur.
7. Contesting your Chargebacks
You or the Designated Bank may elect to contest Chargebacks assessed to your Bank Account. We may provide you with assistance including notifications and software to help contest your Chargebacks. We do not assume any liability for our role or assistance in contesting Chargebacks.
You agree to provide us with the necessary information, in a timely manner and at your expense, to investigate or help resolve any Chargeback. You also grant us permission to share records or other information required with the Cardholder, the Cardholder’s card issuing financial institution, and the financial institution where you have your Bank Account to help resolve any disputes. You acknowledge that your failure to provide us with complete and accurate information in a timely manner may result in an irreversible Chargeback being assessed.
If the Cardholder’s issuing financial institution or the relevant Card Network does not resolve a dispute in your favour, we may recover the Chargeback amount and any associated fees from you as described in this Agreement.
We reserve the right, upon notice to you, to charge a fee for mediating or investigating Chargeback disputes.
8. Excessive Chargebacks
At any point, Stripe, Designated Bank or the Card Networks may determine that you are incurring excessive Chargebacks. Excessive Chargebacks may result in additional fees, penalties, or fines. Excessive Chargebacks may also result in additional controls and restrictions to your use of the Stripe Service, including without limitation, (i) changes to the terms of your Reserve Account, (ii) increases to your applicable Fees, (iii) delays in your Payout Schedule, or (iv) possible suspension or termination of your Stripe account and the Service. The Card Networks may also place additional controls or restrictions as part of their own monitoring programs for merchants with excessive Chargebacks.
9. Stripe Fees
You agree to pay the fees (“Fees”) assessed by us to you for providing the Service described in this Agreement. These fees will be calculated pursuant to the Fee Schedule linked to and incorporated into this Agreement by reference. We reserve the right to revise our Fees at any time, subject to a two months’ notice period to you. You are also obligated to pay all taxes and other charges imposed by any governmental authority, including without limitation any goods or services tax (including VAT), on the Service provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.
You acknowledge that you are also responsible for any penalties or fines imposed on Stripe or directly to you by any Card Network or financial institution as a result of your activities.
10. Our Collection Rights
To the extent permitted by law, we may collect any obligations you owe us under this Agreement by deducting the corresponding amounts from the Reserve Account or from funds payable to you arising from the settlement of card transactions. Fees will be assessed at the time a transaction is processed and will be first deducted from the settlement funds received for such transactions. If the settlement amounts or Reserve Account are not sufficient to meet your obligations to us, we may charge or debit the Bank Account registered in your Stripe account for any amounts owed to us. Your failure to fully pay amounts that you owe us on demand will be a material breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount owed, including without limitation legal fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.
Additionally, we may require a personal guarantee from a principal of a business for funds owed under this Agreement. If we require a personal guarantee we will specifically inform you.
Funds held in reserves are amounts of money set aside by the Designated Bank in an account maintained by us to cover Chargebacks, refunds, or other payment obligations under this Agreement (a “Reserve Account”). We, in our sole discretion, will set the terms of the Reserve Account and notify you of such terms, which may require that a certain amount (including the full amount) of the settlement funds received for card transactions we process for you is held for a period of time or that additional amounts are held in Reserve Account. We, in our sole discretion, may elect to change the terms of the Reserve Account at any time for any reason based on your payment processing history or as decided by Designated Bank.
We may fund the Reserve Account by means of: (i) any settlement funds payouts made or due to you for card transactions submitted to the Service, or (ii) amounts available in your Bank Account by means of a debit to that Bank Account, or (iv) other sources of funds associated with your Stripe account; or (iv) requesting that you provide funds to us for deposit to the Reserve Account. You agree you are not entitled to any interest on the funds held in the Reserve Account, that you have no right to direct that account and that you may not assign any interest in those funds or that account.
12. Security Interest
You grant Stripe and Designated Bank a lien and security interest in the Bank Account and all funds on deposit therein regardless of the source of such funds, any rights you may have in respect of funds on deposit in the Reserve Account regardless of the source of such funds, all Card transactions (including future Card transactions), any rights to receive credits or payments under this Agreement, and all funds, deposits and other property of yours possessed or maintained by us on your behalf. These security interests and liens (and hypothecs) will secure payment and performance of all of your obligations under this Agreement and any other agreements now existing or later entered into between us and you including without limitation your obligation to pay any amounts due and owing to us. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain and enforce this security interest.
13. Pre-Authorised Debits.
You agree to complete and return the attached direct debit mandate(s) to authorise Stripe and/or the Designated Bank to initiate debit and credit entries to the Bank Account in accordance with this Agreement. You hereby waive the right to receive advance notice from Stripe and/or the Designated Bank of any and all such debits. You agree not to terminate or cancel the direct debit mandate until all of your obligations to us have been paid in full. If you change the Bank Account, you shall promptly provide the Designated Bank with a new direct debit mandate completed in respect of the new account and you shall provide us in writing such other information regarding the new account as we deem necessary. Such new account shall thereafter be and become the “Bank Account” for the purpose of this Agreement. It may take us up to ten (10) business days after receipt of a written notice from you to reflect in our system any change to the Bank Account. If you change the Bank Account, you agree that you are responsible for all costs incurred by us in connection with your decision to change the Bank Account.
Section D: Licence, Termination, and Other General Legal Terms
1. Your Licence to Use the Stripe Services; Our Trademarks
Stripe grants you a personal, limited, non-exclusive, revocable, non-transferable licence, without the right to sublicence, to electronically access and use the Stripe Services solely to (a) accept and receive payments, (b) manage the funds you so receive, and (c) build applications utilising the Stripe Services in a manner consistent with this Agreement and the documentation available to you on our website. This licence includes use of the APIs, documentation, images, support pages, and any updates thereto provided to you by Stripe. Where updates are subject to new or additional terms, we will update this Agreement or provide notice to you. We may terminate this licence at any time if you use the Stripe Services or content, except as permitted by this Agreement.
We may also periodically make available certain Stripe logos, trademarks, or other identifiers for your use (“Stripe Marks”). If we do so, you will use them subject to and in accordance with Stripe’s then current Stripe Marks Usage Agreement. Stripe may limit or revoke your ability to use Stripe Marks at any point. All rights not provided in the Stripe Marks Usage Agreement are expressly reserved by Stripe. We may change Stripe Marks from time to time. In the event that Stripe Marks or Stripe Marks Usage Agreement are changed, you will (a) use the current version of the Stripe Marks and (b) use Stripe Marks consistent with the Stripe Marks Usage Agreement.
Stripe provides you a limited licence to use the Stripe Services as described in and subject to this Agreement. Each of the foregoing is licensed and not sold, and we reserve all rights not expressly granted to you in this Agreement. The Stripe Services are protected by copyright, trade secret and other intellectual property laws. We own all interest, title, and other worldwide IP Rights (as defined below) in the Stripe Services and all copies of the Stripe Services.
For the purposes of this Agreement, “IP Rights” means all patent rights; copyright, including rights in derivative works; moral rights; rights of publicity; trademark, trade dress, and service mark rights; goodwill; trade secret rights; and other intellectual property rights as may now exist or hereafter come into existence, including all applications and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.
You may choose to or we may invite you to submit comments or ideas about the Stripe Services, including without limitation about how to improve the Stripe Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Stripe under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Stripe does not waive any rights to use similar or related ideas previously known to Stripe, or developed by its employees, or obtained from sources other than you.
The Agreement is effective upon the date you agree to it (by electronically indicating acceptance) and continues until terminated by you or by Stripe.
You may terminate this Agreement by closing your Stripe account at any time by following the instructions on our website in your Stripe account. Subject to the following sentence, we may terminate this Agreement and close your Stripe account effective upon providing you two months’ prior notice in accordance with Section A(15) above. We may suspend your access to the Service and any funds otherwise pending disbursement to you, or terminate this Agreement immediately upon notice to you in accordance with Section A(15) above, if (i) we determine in our sole discretion that you are ineligible for the Service because of the risk associated with your use of Stripe, including without limitation significant credit or fraud risk, or for any other reason; (ii) you do not comply with any of the provisions of this Agreement, or (iii) upon request of a Card Network or a card issuer.
5. Effects of Termination
Upon termination and closing of your Stripe account, we will immediately discontinue your access to the Service. You agree to complete all pending transactions, immediately remove all logos for Cards, and stop accepting new transactions through the Service. Any funds in our custody will be paid out to you subject to the terms of your Payout Schedule.
Termination does not relieve you of your obligations as defined in this Agreement and we may elect to continue to hold any funds deemed necessary pending resolution of any other terms or obligations defined in this Agreement, including but not limited to Chargebacks, Fees, refunds, or other investigations or proceedings.
Upon termination you agree: (i) to immediately cease your use of the Service, (ii) to discontinue use of any Stripe trademarks and to immediately remove any Stripe references and logos from your Site or other trademarks, (iii) that the licence granted under this Agreement shall end, (iv) that we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers, and (v) we will not be liable to you for compensation, reimbursement, or damages in connection with the deletion of your information or account data. Please note that certain Sections survive termination, see Section D(19).
Where you use the Stripe Services for card processing, at any time within thirty (30) days after terminating your Stripe Account you may request in writing that we transfer Payment Data associated with your Transaction History that you are entitled to receive to an alternative PCI-DSS Level 1 certified payment processor that you identify to us. We will use commercially reasonable efforts to transfer permitted Payment Data within ten (10) business days from receipt of your written request.
6. Your Liability
You are responsible for all Reversals, Chargebacks, Claims, fines, Fees, penalties and other liability arising out of or relating to your breach of this Agreement, and/or your use of the Service. You agree to reimburse your customer, Stripe, Designated Bank and any third party designated by Stripe or Designated Bank for any and all such liability. “Chargeback” means a request that a buyer customer files directly with his or her card company or card issuing financial institution to invalidate a processed payment. “Claim” means a challenge to a payment that you or a buyer customer files directly with us. “Reversal” means the Designated Bank reverses the settlement of funds from a processed card transaction that you received because (a) the card transaction is invalidated by the card issuer, (b) the settlement funds were sent to you in error by (i) the Designated Bank; (ii) processors, suppliers or licensors of the Designated Bank; or (iii) any of the respective affiliates, agents, directors and employees of any of the entities listed in (i) or (ii) above, (c) the sender of the payment did not have authorisation to send the payment (for example: the buyer used a card that did not belong to the buyer), (d) you received the payment for activities that violated this Agreement, or (e) we decided a Claim against you.
We will have the final decision-making authority with respect to Claims, including without limitation claims for refunds for purchased items that are filed with the Designated Bank by you or your customers. You will be required to reimburse the Designated Bank for your liability. Your liability will include the full purchase price of the item plus the original shipping cost (and in some cases you may not receive the item back). You will not receive a refund of any Fees paid to us.
Without limiting the foregoing, you agree to defend, indemnify, and hold harmless Stripe, the Designated Bank, and each of our respective employees and agents (collectively “Disclaiming Entities”) from and against any claim, suit, demand, loss, liability, damage, action or proceeding arising out of or relating to (i) your breach of any provision of this Agreement, and/or (ii) your use of the Service, including without limitation any Reversals, Chargebacks, Claims, fines, fees, penalties and attorneys fees; (iii) your, or your employee’s or agent’s, negligence or willful misconduct; or (iv) third party indemnity obligations we incur as a direct or indirect result of your acts or omissions (including indemnification of any Card Network or card issuer) or (v) any claim resulting from our processing of your customer’s personal data on your behalf.
If you are liable for any amounts owed to Stripe, the Designated Bank may immediately remove such amounts from your Reserve Account and deduct the amounts owed to Stripe from such Reserve Account funds. If you do not have sufficient funds in the Reserve Account to cover your liability, you will be required to immediately add additional funds to your Reserve Account to cover funds owed to Stripe. If you do not do so, Stripe may engage in collections efforts to recover such amounts from you at your cost and expense.
7. Representation and Warranties
You represent and warrant to us that: (a) if you are a natural person, you are at least eighteen (18) years of age or, if you are under eighteen (18) years of age, you’ve obtained the consent of your parent or legal guardian to your execution of this Agreement and use of the Stripe Service in the manner prescribed by Stripe; (b) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (c) the name identified by you when you registered is your name or business name under which you sell goods and services; (d) any sales transaction submitted by you will represent a bona fide sale by you; (e) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (f) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (g) you and all transactions initiated by you will comply with all laws, rules and regulations applicable to your business, including any applicable tax laws and regulations; (h) except in the ordinary course of business, no sales transaction submitted by you through the Service will represent a sale to any principal, partner, proprietor, or owner of your entity; (i) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service.
8. No Warranties
THE SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICE OR FROM (I) STRIPE; (II) DESIGNATED BANK; (III) PROCESSORS, SUPPLIERS OR LICENSORS OF STRIPE; OR (IV) ANY OF THE DISCLAIMING ENTITIES, WILL CREATE ANY WARRANTY.
YOU SPECIFICALLY ACKNOWLEDGE THAT THE DISCLAIMING ENTITIES (AS DEFINED IN SECTION D(6)) HAVE NO CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SERVICE, AND NEITHER STRIPE NOR ANY OF THE OTHER DISCLAIMING ENTITIES CAN ENSURE THAT YOUR CUSTOMER WILL COMPLETE A TRANSACTION OR IS AUTHORISED TO DO SO.
WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NEITHER STRIPE NOR ANY OTHER DISCLAIMING ENTITY WILL BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
9. Limitation of Liability and Damages
SUBJECT TO CLAUSE 8 ABOVE, THIS CLAUSE SETS OUT THE ENTIRE FINANCIAL LIABILITY OF ANY DISCLAIMING ENTITY TO YOU IN RESPECT OF: (A) ANY BREACH OF THIS AGREEMENT; (B) ANY USE MADE BY YOU OF THE SERVICE; AND (C) ANY REPRESENTATION, STATEMENT OR TORTIOUS ACT OR OMISSION (INCLUDING NEGLIGENCE) ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.
NOTHING IN THIS AGREEMENT EXCLUDES OUR LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED IN SECTION D(6) ABOVE) BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF REVENUE, LOSS OF SAVINGS OR ANY OTHER PURE ECONOMIC LOSS OR FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY LOSS OR DAMAGES ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE SERVICE, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORISED ACCESS OR USE OF THE SERVICE OR YOUR STRIPE ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (B) ANY UNAUTHORISED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICE AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION 9, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO STRIPE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS. THE LIMITATIONS APPLY EVEN IF STRIPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE PROVISIONS OF THIS SECTION 9 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
You may not use the Stripe Services from, or on behalf of persons or entities (a) in a country embargoed by the United States or Sweden or (b) are identified as blocked or denied persons or entities (such as politically exposed persons or PEPs, or specially designated nationals or SDNs) by the United States or Sweden.
10. Disputes; Choice of Law; Jurisdiction and Venue
This Agreement is concluded in English.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) (a “Dispute”) will be governed by and construed in accordance with the laws of the Republic of Ireland.
Any Dispute shall be finally resolved by arbitration under the LCIA Rules by a sole arbitrator appointed in accordance with the said Rules. It is agreed that the seat of the arbitration shall be Dublin and the language of the arbitration shall be English.
Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent or other laws. Our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
11. Right to Amend
We have the right to change or add to the terms of this Agreement, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Service or software with two months’ prior notice, including such notice on our website or any other website maintained or owned by us for the purposes of providing services in terms of this Agreement. You will be deemed to have accepted the changes unless you notify us to the contrary in writing to Stripe’s email address as set out above before the proposed date of the change and any use of the Service or software after the notified date of proposed implementation of any such changes shall constitute your acceptance of this Agreement as modified. You have the right to terminate this Agreement immediately and without charge before that date. If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without consent or other restriction.
13. Change of Business
You agree to give us at least 30 days prior notification of your intent to change your current product or services types, your trade name or the manner in which you accept payment. You will immediately notify us of any voluntary or involuntary insolvency proceeding, petition, administration, receivership, bankruptcy, or similar action or proceeding initiated by or against you or any of your principals. You will include us on the list and matrix of creditors as filed with any insolvency, commercial or civil court, whether or not a claim may exist at the time of filing (any of the foregoing, a “Bankruptcy Proceeding”). Failure to do so will be cause for immediate termination of this Agreement and shall allow the pursuit of any other action available to us under applicable Network Rules or law. You also agree to promptly notify us of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify us of any judgment, writ, warrant of attachment, execution or levy against 25% or more of your total assets not later than three days after you obtain knowledge of it.
This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns. This Agreement does not confer any third party rights on any person or party.
15. Third Party Services and Links to Other Websites
16. Force Majeure
No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications or internet failures, utility failures, power failures, equipment failures, employment strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse your liabilities and obligations under Section D(6), including without limitation for Reversals, Chargebacks, Claims, fines, fees, refunds or unfulfilled products and services.
17. Responding to Legal Process
18. Entire Agreement
These terms and conditions and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you and Stripe with respect to the provision of the Service. In the event of a conflict between this Agreement and any other Stripe agreement or policy, this Agreement shall prevail on the subject matter of this Agreement. Except as expressly provided in this Agreement, these terms describe the entire liability of Stripe and our vendors and suppliers (including processors) and sets forth your exclusive remedies with respect to the Service and your access and use of the Service. If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement has been reviewed by you with the benefit of independent legal counsel to the extent you consider necessary and any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the construction or interpretation of this Agreement. The rights conferred upon us in this Agreement are not intended to be exclusive of each other or of any other rights and remedies we may have at law or in equity. Rather, each and every right we may have under this Agreement, at law or in equity is cumulative and concurrent and in addition to every other right.
In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement will survive and remain in effect in accordance with their terms upon the termination of this Agreement: Sections A(3) (“Authorization for Handling of Funds; Power of Attorney”), A(6) (“Taxes”), A(7) (“Your Data Security Obligations”), A(8) (“Security and Fraud Controls”), A(10) (“Privacy and Data Protection”), A(11) (“Your Privacy Obligations”), A(13) (“Suspicion of Unauthorised or Illegal Use”), B(5) (“Prohibited Businesses”), C(4) (“Reconciliations and Errors”), C(3) (“Payout Schedule”), C(4) (“Reconciliations and Errors”), C(5) (“Refunds and Returns”), C(6) (“Chargebacks”), C(8) (“Excessive Chargebacks”), C(9) (“Stripe Fees”), C(10) (“Our Collection Rights”), C(12) (“Security Interest”), D(2) (“Ownership”), D(5) (“Effects of Termination”), D(6) (“Your Liability”), D(8) (“No Warranties”), D(9) (“Limitation of Liability and Damages”), D(10) (“Disputes; Choice of Law; Jurisdiction and Venue”), D(14) (“Parties”), D(17) (“Responding to Legal Process”), D(18) (“Entire Agreement”), D(19) (“Survival”), and D(20) (“Payment Network Disclosure”).
20. Payment Network Disclosure
The Designated Bank, Valitor hf, acts as a merchant acquirer. Its head office address is Laugavegur 77 - 101 Reykjavík, Sími 525-2000, Iceland and its phone number is +354 525 2000. Designated Bank discloses that: (a) it is the only party to this Agreement who is approved to extend acceptance of Card Network products directly to you; (b) it must be a principal to this Agreement; (c) it is responsible for educating you on Network Rules with which you must comply, but this information may be provided to you by Stripe; (d) it is responsible for and must provide settlement funds to you; (e) it is responsible for all funds held in reserve that are derived from settlement.