Terms of Service

STARTER DRAFT. Not legal advice. Have your attorney review and adapt this text before you publish it. Replace every item in double square brackets, such as [[Company legal name]]; the Portal will not publish a document while any remain. Delete this paragraph when you are done.

1. About these terms

These Terms of Service (the "Terms") govern your use of the PayMidWare Admin Portal, the PayMidWare API and the related services (together, the "Service"). The Service is provided by [[Company legal name]], doing business as MyEzPay and PayMidWare ("we", "us"). By signing in, you agree to these Terms on behalf of yourself and, if you act for a business, that business. If you do not agree, do not use the Service.

2. What the Service does

PayMidWare gives software providers and the merchants they serve one place to take and manage payments through third-party payment gateways. Depending on what is switched on for your account, it also offers invoicing, scheduled and recurring payments, customer records, a point-of-sale register, text and email messaging, accounting and e-commerce integrations, platform billing and a support help center.

3. Your account and security

• Give us accurate information and keep it up to date.
• Keep your password, sign-in codes and API keys confidential. You are responsible for what is done with them, and for the people you invite to your account and what they can see.
• We may ask for a code sent by email or text when you sign in, in particular from a browser we have not seen before. If you choose to trust a browser, only do so on a device that is yours.
• Tell us promptly if you think your account or a key has been compromised.
• Administrators of a provider or merchant account decide which of their users can see which areas.
• Each merchant account and each provider has one owner, who starts as the first administrator created for it. The owner cannot be disabled or have their role changed, and only the owner or a PayMidWare employee can change the sign-in email or reset the password of the owner. Ownership moves to another administrator only when a PayMidWare employee transfers it, and the owner is the contact we rely on for the account.

3A. Sandbox and production

A Sandbox environment may be provided for testing. Use only test data and test credentials there. Nothing in Sandbox is a real payment, and Sandbox may be reset or changed at any time without notice.

4. Payments are processed by others

We are not a bank, a payment processor or a money transmitter. Payments are authorized, captured and settled by the payment gateways and processors you connect, under your agreements with them. Their terms, fees, risk reviews, holds, chargebacks and card network rules apply to you, and we do not guarantee that any payment will be approved or settled. You are responsible for your own compliance with card network rules and with the Payment Card Industry Data Security Standard that applies to how you handle card data. [[Describe card data handling and PCI scope.]]

4A. Returned payments and disputes

Banks and card networks can reverse a payment after it was approved: an ACH payment can be returned, and a card payment can be disputed (a chargeback). The Service shows these cases and gives you tools to work them, such as a record of the case, a deadline countdown, reminders, a pack of the records we hold about the payment, and a way to record the reversal on the invoice. You remain responsible for the case. In particular:

• You decide whether to contest a dispute and you submit your evidence to the gateway or processor yourself, by the deadline they set. Reminders are a courtesy, and we are not responsible for a missed deadline or a lost dispute.
• Recording a return or chargeback on an invoice changes your records in the Service. It does not move money, and it does not by itself reopen an invoice or change what a customer owes.
• If you charge a customer a fee for a returned payment, you are responsible for having told the customer in advance, for the amount being allowed by law and by your processor, and for any notice the law requires. [[Attorney to confirm wording on return fees.]]
• Fees that a gateway or processor charges for a return or chargeback are between you and them.

5. Your customers and your data

You are responsible for your relationship with your customers, for having their authority to charge them (including their agreement to any scheduled or recurring payment), for the accuracy of invoices, prices and taxes, and for refunds and disputes. You keep your rights in the data you put into the Service. You give us permission to process that data to provide the Service to you, to keep it secure and to meet our legal duties, as described in our Privacy Policy.

5A. Moving your customers and data from another system

The Service can help you bring customers, saved payment references and scheduled payments over from another gateway or system, by file or through a connection, and our staff may help you do this in a setup session. If you do this, you confirm that you have the right to move that information, that your customers agreed to you keeping their payment method and charging it on the terms you will now use, and that the gateways involved allow the move. We do not guarantee that every record will move, that a saved payment method will keep working at the new gateway, or that the other system will let you export what you need. Check the results before you rely on them. [[Attorney to confirm.]]

5B. Moving your customers to a new payment gateway gradually

The Service can move your customers' saved payment methods from one gateway to another a little at a time, as customers pay or add a card, instead of all at once. Our staff start and run this for you. When it starts, your default gateway changes to the new one, your unpaid invoices that have no payment on them move to the new gateway (their totals do not change, but a fee can, if your dual pricing differs between the two gateways), and customers who still have only a saved payment method on the old gateway are asked to add one on the new gateway by email, and by text where you allow texts and the customer has agreed to them.

By starting a move you confirm that you have the right to send those notices to your customers, that you will keep your customers' contact details and text consents up to date, and that the notices go out in your name. If you set a deadline and switch on the option to enforce it, then after the deadline saved payment methods on the old gateway are no longer accepted, and scheduled payments that still use one are paused until the customer adds a new payment method. You are responsible for telling your customers about any change to an amount or date that the law or your agreement with them requires you to tell them, and for whether a paused payment is late under your own terms. We do not delete anything when we pause a payment, and we do not guarantee that every customer will add a new payment method before the deadline or that a paused payment will be collected. You can follow the move on a read-only page in the Portal and ask us to send customers their link again. [[Attorney to confirm wording on notices, texts, enforcement at the deadline and paused payments, including any notice rules for bank (ACH) debits.]]

5C. A gateway account shared by a merchant group

A merchant group can hold an account with a payment gateway that several of the group's merchant accounts use. Whoever switches that account on for a merchant account confirms, each time, that the merchant account belongs to the same business as the holder of the gateway account, and we record who confirmed it and when. We cannot check who owns a business, so you are responsible for that confirmation being true and for the gateway's and processor's rules allowing one account to be used this way. On a shared account, payments from every merchant account using it settle to the account holder's bank account, refunds, returns, chargebacks and fees are taken from it, and customers' statements may show the account holder's name. Sharing the account between the group's businesses, and any amounts they owe each other, is a matter between them. A payment taken on the shared account is refunded through it, also after a merchant account stops using it, for the period stated in our guides.

Our staff can move a merchant account's saved payment methods onto the shared account or back to the merchant account's own gateway: gradually, by re-labelling them when we have checked that both sets of credentials reach the same gateway account, or by importing a file the processor sends, which may cover several merchant accounts in one file. While saved payment methods, scheduled payments or unpaid invoices are still on the shared account, a merchant account cannot leave the group or stop using the account until they are moved or our staff retire them, which pauses those scheduled payments and turns those saved payment methods off in the Service without deleting anything. We do not guarantee that every saved payment method will move or keep working. [[Attorney to confirm the same-business confirmation, shared settlement, refunds and chargebacks, the statement name, and the processor rules for one account used by several merchant accounts.]]

6. Text messages

If you switch on text messages to your customers, you confirm that you hold each customer's consent to be texted at that number, that you will record it accurately, and that you will honor opt-outs. Messages are transactional (such as payment links, receipts and reminders) and use fixed templates. People can reply STOP to stop messages and HELP for help. Message and data rates may apply, and message frequency varies with your activity. Text messages to you (such as sign-in codes and alerts) are sent only if you have verified your number and chosen them. We may limit or suspend messaging that creates compliance risk.

6A. Email from us

We send you service email that you need to run your account, such as sign-in codes, security and billing notices, and receipts. You cannot switch these off while you have an account. We may also send announcements, product news, tips and offers. Those are optional and sorted into categories, and you can turn each category off from the preferences link in every such email or from your account. Turning them off never stops service email.

7. Integrations

If you connect a third-party service such as QuickBooks, Salesforce, WooCommerce or BigCommerce, you authorize us to exchange the data needed for that integration. Those services are not ours; their terms apply and we are not responsible for their availability or changes.

7A. The API and invoice files

You may use the PayMidWare API to send us data, including files of invoices sent as CSV, with the API keys we give you. Keys are yours to protect, and what is done with a key is your responsibility. A provider's key reaches the merchants it manages and a merchant's key reaches only that merchant.

• You are responsible for the contents of every file you send, including that you may send the information in it and that it is accurate.
• A file can charge customers' saved payment methods only if you switched that on in the Portal and the request says so. A file that does this is your instruction to charge, you must hold your customers' authority to be charged, and the limits we set, which you can lower but not raise in a request, are a safeguard and not a promise that a charge is correct. You are responsible for every charge made by a file you send. [[Attorney to confirm.]]
• Files are processed in the background. We do not promise a time for completion, and a file may be refused or only partly applied if it breaks our limits or its rows are invalid. The results show what happened to each row. Check them.
• If you choose encrypted files, you register only public keys with us, and you are responsible for keeping your own private keys safe, for renewing a key before it expires, and for what happens if a key is lost. We cannot read a file we cannot decrypt, and we cannot recover a lost private key.
• Files and calls count towards API usage and platform billing as shown in your plan, except for calls that only check on a file's progress or download its results.

7B. Short links

The API can make short web addresses on our link domain. You may shorten only public web addresses that you are allowed to link to. You will not use short links for anything unlawful, misleading, abusive or harmful, including phishing, malware, spam or hiding where a link goes. We may disable a link or block an account from making links, without notice, if we think a link breaks these rules or puts people at risk. A link may expire or stop working, and we may delete a link that has expired or been disabled. We count clicks on a link so that you can see how it is used. Do not rely on a short link for something that must always work. Messages that we send for you, such as a payment link in a text message, may use short links too.

7C. Electronic signatures

If you use our electronic signature add-on to ask your customers or others to sign a document, you are responsible for the text of the document, for choosing whether an electronic signature is valid and enough for that document, and for any consent or notice the law requires. We give you tools. We do not give legal advice, and starter templates we provide are examples that you should have your own attorney review. Never put a card or bank account number in a document. We record a trail of what happened for each request, such as when it was sent, opened and signed, how the signer was checked, their internet address and device, and we keep the signed copy and that trail for the period in our Privacy Policy. You are responsible for keeping any copy or record that the law, the card networks or a bank require you to keep. [[Attorney to confirm.]]

7D. The register (point of sale)

If you use the register, a manager of your business pairs each tablet or till with your account, and only a paired device can open the register. You are responsible for who you give access to, for keeping paired devices physically safe, and for removing a device or a cashier when they should no longer have access. Staff who use the register must follow your instructions and these Terms.

7E. Our website, newsletters and demos

You may subscribe to a newsletter on our website. We will email you a link to confirm, and you are not subscribed until you use it. You can leave at any time from the link in any newsletter. If you book a demo, we hold the time you picked until you confirm it from an email we send, and we may cancel bookings that look false or abusive. Do not use our forms to send false or other people's information, or to overload them.

8. Fees

You agree to pay the fees for the plan and add-ons you use, as shown in the Service or in your agreement with us. [[Describe fees, billing cycle, card-on-file billing, taxes, late payment and how fee changes are notified.]]

9. Acceptable use

You will not use the Service to break the law, to process payments for goods or services that are prohibited by law or by your processors [[list prohibited business types]], to commit fraud, to test stolen card numbers, or to harm or overload the Service. You will not reverse engineer the Service, bypass limits or security, or share access with anyone who is not entitled to it. Our API may be rate limited.

10. Our property

We and our licensors own the Service, including its software, design and documentation. We give you a limited, non-exclusive, non-transferable right to use it for your business while these Terms apply. Feedback you give us may be used without obligation to you.

11. Availability and support

We work to keep the Service available but do not promise it will be uninterrupted or error free. We may change, add or remove features. Support is provided through the help center and as described in your plan. [[Add any service level commitments.]]

11A. Booking calendar, setup help and support calls

We may offer sessions you can book online with our staff: help setting up your account and moving your data, support calls and product demos. These rules apply to what you book.

• Setup and migration help. This is a one-time session of the length shown when you book, with a fee that is shown to you before you pay, charged to the card you enter. That card becomes the billing card on your account, as the booking page says. Our staff do the work during the session. We cannot promise that a session is long enough to finish everything, and another session is another purchase unless we say otherwise. You give our staff permission to see and change the information in your account that the work needs. [[Attorney to confirm.]]
• Changing or canceling. You may change the time, or cancel for a full refund, until the cutoff shown on the booking page (currently 48 hours before the start). After that, the fee is not refunded unless we choose to refund it. If we cancel a session, we will refund you. Refunds go back to the original card and may take some days to appear. [[Attorney to confirm refund terms.]]
• Support calls. A support call can be booked only on a support ticket where our staff have offered one. Web support and chat do not cost anything extra. Providers do not pay for support calls. For a merchant the fee is currently $99 for each offer, however many calls are needed to settle that offer, unless a free call remains in your plan, an enterprise provider has agreed to cover the fee, or our staff waive it. Only an administrator of your merchant account can book a call that has a fee. A change in the price applies only to calls booked after the change. If a ticket is reopened, a new call needs a new offer and may need a new fee. [[Confirm the fee wording and amount.]]
• Demos. Demos are free and are not a promise that you will be offered a product or a price.
• Be on time. If nobody joins, we may record it as a missed session. We may reschedule a session if our staff are unwell or unavailable and we will tell you.

11B. Help center and support assistant

Our help center includes an automated assistant that answers from our help articles. It can be wrong or out of date. It does not give legal, tax, accounting or financial advice. Check anything important with our staff or your own adviser before you act on it. Do not put full card numbers, bank account numbers, passwords or other secrets into a chat or a ticket.

Signed-in merchant users can also ask the assistant about their own account. When they do, the assistant looks up the records the question needs, never contact details, notes or saved card details, and sends a short summary of them to our AI provider to write the answer. The assistant can offer to send an invoice again or open a support ticket, and does so only when the person presses Confirm. An administrator can turn the account lookups off in the merchant account settings. [[Attorney to confirm wording and the AI provider data terms.]]

12. Disclaimers and limits on liability

The Service is provided "as is" and "as available", and we disclaim all warranties to the extent the law allows. To the extent the law allows, we are not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, and our total liability for anything arising from the Service is limited to [[liability cap, for example the fees you paid in the 12 months before the claim]]. Some places do not allow these limits, so they may not fully apply to you.

13. Indemnity

You will defend and reimburse us for claims, losses and costs arising from your use of the Service in breach of these Terms or the law, from your dealings with your customers, or from content and data you provide. [[Attorney to confirm scope.]]

14. Suspension and ending

You may stop using the Service at any time. We may suspend or end your access if you breach these Terms, if we must by law or by a processor's requirement, or if continued access creates risk. [[Describe notice, data export window and what survives termination.]]

15. Changes to these Terms

We may update these Terms. When a change is material we will ask you to accept the new version the next time you sign in. If you keep using the Service after a non-material update, you accept it.

16. Governing law

These Terms are governed by the laws of [[State]], without regard to conflict of law rules. Any dispute will be handled in the courts located in [[County, State]], unless we agree on another method in writing. [[Attorney to confirm dispute resolution terms.]]

17. Contact

Questions about these Terms: [[contact email]], [[mailing address]].