Merchant Services Agreement

Effective date: 1st November 2022

Services Agreement
1.     Introduction
This FeeWise Services Agreement (“Agreement”) is a legal agreement between you (“you,” “your,” or “yours,”) and FeeWise US Corporation (“we,” “us,” “ours,” or “FeeWise”). This Agreement is effective as of the date you sign this Agreement (the “Effective Date”). Capitalized terms used but not defined herein have the meanings set forth in Section 2.
2.     Definitions
  1. “Additional Fees” means any additional fees in addition to Costs that are incurred during your use of the Services, including ACH failed fees, card dispute fees, ACH debit dispute fees, dishonor fees, e-check fees, instant transfer fees, commission fees, Payment Processor fees, transaction failure fee and professional services fees.
  2. “Applicable Law” means any law that applies to you or us in a given circumstance, this includes laws, regulations, court orders, and arbitration determinations and agreements.
  3. “Client User” means each of your client(s) that you allow to use our Services to make the payments through our Platform for your services and products.
  4. “Payment Processor” means a third-party payment processing provider, currently Stripe, Inc., or its affiliates.
  5. “Payment Processing Agreement” means the Payment Processor Agreement[1], as updated or amended from time to time, including agreements and other documents referred to in such agreement, which FeeWise has entered into with the Payment Processor to process Client User’s payments to you, using Payment Processor’s services.
  6. “Platform” means the website through which we offer and provide the Services, including the payment link, payment app, QR code and any other payment method provided by FeeWise, that integrates with the Payment Processor.
  7. “Costs” means the transaction fees payable by you for the processing of Client User payments as disclosed on the pricing section of our website and may also include any relevant Additional Fees as specified in any invoice provided to you by us.
  8. “Services” include the following services or as otherwise described on our website:
    1. providing Client Users quick access to Payment Processor account using the Platform;
    2. providing associated administrative services to facilitate interaction between you and your account with the Payment Processor;
    3. if applicable integration of your practice management software with the Platform to reduce administrative work and managing the payment requests and collections for you by providing an automated payment footer on invoices and trust requests, sharing of transaction details and transaction events with you and your Client User; and
    4. integrating a web-based payment page supporting various payment methods including Credit Cards, Automated Clearing House (ACH) or e-Checks, for making payments through Payment Processor.
3.     Scope of Services
FeeWise uses an integrated software to enable your Client Users to make payments using the Payment Processor through the Services offered on our Platform. Please note that FeeWise is not a payment processor, and is not responsible for compliance with Applicable Law imposed upon payment processing activity. Rather, all payment processing shall be conducted via a third-party Payment Processor subject to and in accordance with a Payment Processing Agreement which FeeWise has entered into with Payment Processor. By enrolling in and continuing to use FeeWise, you agree to be bound by this Section 3 and the applicable terms of the Payment Processing Agreement[2].
4.     Our Intellectual Property Rights
Between you and us, we own all right, title, and interest to the Services and the Platform, all components of the Services and the Platform, and the copyrights, patents, trade secrets, trademarks, and other intellectual property rights pertaining to any aspect of the Services and the Platform. You acquire no ownership interest, derivative work, or component of the Services or the Platform through your use of them. You are not granted right, title, or interest to use any trademark, service mark, logo, or trade name of FeeWise under this Agreement.
5.     Subscription
Subject to your payment of the Costs FeeWise (i) grants to you or each of your agents, representatives, and Client Users, a limited, personal, non-exclusive, nontransferable and non-assignable (except as this Agreement otherwise provides) right to access and use the Platform in accordance with the terms and conditions hereof (a “License”) and (ii) in connection with each such License, agrees to make available to you the Services until this Agreement is terminated ((i) and (ii), together, your “Subscription”).
6.     Your Use of the Services
  1. Your account and related responsibilities. You will have access to an account with us enabling you to use the Platform.
    1. Authorized representative. You represent and warrant that Your designee creating the account is authorized to create the account on your behalf.
    2. Client Users. You represent and warrant that you are responsible and liable for each Client User’s access to and use of our Services and for any breach of this Agreement by the Client User.
    3. Security of your account. You are responsible for the security of your account and your use of the Services, including the access to and use of the Services by each Client User. (1) You are responsible for establishing and maintaining the confidentiality of your account, your account access credentials (for example, username and password), and the information submitted via your account or otherwise in connection with your use or any Client User’s use of the Services. You agree to use commercially reasonable and prudent efforts to prevent unauthorized access to or use of your account or the Services. (2) You will notify us immediately of any unauthorized access to or use of your account or the Services. We have no liability to you for any unauthorized access of your account or the Services caused by your acts, omissions, or breach of this Agreement.
  2. Your related responsibilities. Our limited license and permitted use of your name and marks. You grant us a royalty-free, worldwide license to use, reproduce, store, and process your name, logo, trademarks, and service marks, for the purposes of providing the Services or for our internal business purposes (such as compliance with Applicable Law or improvement of the Services).
  3. Your compliance with law. You are solely responsible for compliance with all Applicable Law related to your use of the Services. You agree to provide us with reasonable cooperation regarding any requests from law enforcement or other governmental authorities.
  4. Restrictions on your use of the Services.
    1. Minimum age. You must be 18 years of age or older to create an account or use the Services. Your Client Users must be 18 years of age or older to use the Services.
    2. Prohibited Use of the Services. You represent and warrant that you, and each of your Client Users will not do any of the following, collectively “Prohibited Use”: (1) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any component of the Services are compiled or interpreted, and you acknowledge that nothing in this Agreement will be construed to grant you any right to obtain or use such code; (2) duplicate or create any derivative product from the Platform or any component of the Services; (3) license, sublicense, lease, resell, or transfer the Services to a third party or allow third parties (other than Client Users as permitted herein) to gain access to the Services; (4) remove any copyright, trademark, or other proprietary notions from the Platform; (5) transmit material containing viruses, malware, or other harmful or deleterious computer code, files, scripts, agents, or programs; (6) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (7) attempt to bypass, exploit, defeat, or disable limitations or restrictions placed on the Services; (8) conduct any denial of service (DoS) attack on the Platform or otherwise attempt to disrupt, disable, or overload the Platform; (9) attempt to gain access to the Platform by automated means, such as bots; (10) attempt to gain unauthorized access to the Platform, computer systems, or networks related to the Services; (11) create a false identity or attempt to mislead others as to the identity of the sender or the origin of any data or communications; (12) use the Platform or Services to violate any Applicable Law; or (13) interfere with another user’s use and enjoyment of the Platform and Services.
    3. Export restrictions. This Agreement is expressly made subject to any Applicable Law regarding export from the United States of computer software, technical data, or derivatives. You agree that you will not export, directly or indirectly, any technical data (as defined by the US Export Administration Regulations) produced or provided under this Agreement or any direct product of such technical data, including software, to a destination to which such export or re-export is restricted or prohibited by US or non-US law. This obligation survives the termination or expiration of this Agreement.
    4. Certain legal services. You represent and warrant that you will not use the Services for the collection of funds for bail bonds, bankruptcy debts, bankruptcy filings or any kind of bankruptcy legal services, or any other purpose, other than the fees owing by a Client User for your legal services.
  5. Suspension of your account. We may suspend your account or your access to the Platform and Services, or we may suspend a Client User’s access to the Platform and Services immediately if we, in good faith, believe:
    1. that you, or any of your Client Users has materially breached any provision of this Agreement;
    2. that you, or any of your Client Users are using the Platform in a manner that threatens the security, integrity, or reliability of the Services;
    3. that there has been unauthorized access or fraud related to your account;
    4. that information in your account or provided in connection with the Services is untrue or inaccurate; or
    5. that the provision of the Platform and the Services (or a portion thereof) will expose us or you to legal, regulatory, or compliance risk.
  6. Updates to the Services. You acknowledge that the features and functions of the Platform may be updated or otherwise be subject to change. We will provide you with all generally released updates and patches to the Platform (“Standard Updates”). We will not materially decrease the overall functionality of the Platform.
  7. Beta versions. We may make beta versions or features of the Services available to you on our Platform, which you may use in your sole discretion. We may discontinue beta versions and features at any time and decide not to make them generally available.
7.     Fees and Payment Terms

  1. Fees. You agree to pay the Costs for the Services stated on any invoices we provide to you including any Additional Fees and any other charges or payments deemed relevant, on the due dates. You authorize us to debit from your bank account all Costs payable to us for the Services.

  2. Valid Bank Account. You must nominate a valid bank account to be used for debiting Costs. You must always keep a valid external bank account on file. An invalid external bank account may lead to delayed payouts and possibly transfer fees for repeated transfer attempts incurred by FeeWise or Payment Processor’s products and terms applicable to the FeeWise payments module. You must give us 5 Business Days’ notice of the effective time of any changes to your bank account, failing which Costs may be charged or passed on to you.

  3. Sufficient funds. You must ensure that there are always sufficient funds in your bank account to cover all Costs in relation to the Services. If, despite this requirement, there are not sufficient funds in your bank account or we cannot draw funds from your bank account for debiting Costs, you must on demand immediately pay a sum to us in cleared funds sufficient to cover all such debits. An Additional Fee may be charged where a debit for Costs is processed to your bank account but is subsequently rejected by your financial institution (e.g. the bank account is closed or has insufficient funds).

  4.  Taxes. The Costs stated on any invoices we provide to you are exclusive of taxes. You agree to pay all taxes and fees imposed by governmental authorities. Unless otherwise required by Applicable Law, in the event you dispute taxes applied on your invoice, you must request a refund of the disputed tax within 60 days of the date of the invoice containing such tax.

  5. Late Payments. Payments are non-refundable. Late payments will bear interest at the lesser of:

    1. 5% per month calculated and compounded monthly; or

    2. the highest rate permissible under Applicable Law, except for payments that are properly disputed. 

    We process your payments using the Payment Processor, hence all payments are governed by the Payment Processing Agreement.

  6. Invoice disputes. You must notify FeeWise within 15 days of the date of your invoice if you dispute any Costs, taxes, or other charges in the invoice. Unless otherwise required by Applicable Law, you cannot dispute an invoice or payment more than 60 days after the date of the applicable invoice.

  7. ACH Disputes. If a Client User disputes an ACH debit, after payment has been processed, we will deduct the disputed payment from your bank account. You have no right to object to an ACH Dispute.

  8.  Chargebacks. If a Client User claims a chargeback, after payment has been processed, we will deduct the chargeback amount from your bank account plus any Additional Fees. In the event you challenge a chargeback we will act on your behalf with the Payment Processor. All decisions regarding chargebacks are made independently by the Payment Processor. You acknowledge and agree the Payment Processor may refuse to accept your challenge to a chargeback. If you successfully challenge a chargeback, we will return the payment back to your bank account along with any Additional Fees, once the funds are successfully recovered from the Payment Processor. In the event your challenge of a chargeback is unsuccessful with the Payment Processor you will not be entitled to receive that Client User payment or a refund of the Fees or Additional Fees associated with that transaction. You acknowledge and agree that FeeWise will not enter into any disputes between you and a Client User in respect to a chargeback.

  9.  Refunds. If a Client User requests a reversal or refund after payment has been processed, we will only deduct the payment from your bank account with your written authorization.

  10. Set-Off. If you have not paid any amount (including Costs and chargebacks and whether contingent or otherwise) at any time due and payable by you to us in respect of the Services, or we are not able to process a reversal, refund or any other error in payments made by a Client User, you authorize us to instruct the Payment Processor to apply any Client User payments that have been received or are later received by the Payment Processor to us, in and towards satisfaction of those amounts.

8.     Personal Information.

  1. Personal information. You agree that we may use, disclose, and maintain personal information according to our Privacy Policy and any changes to the Privacy Policy published by us. You represent and warrant that you have complied with all Applicable Law and received the proper authority or consent to allow us to collect and process personal information from you, and your Client Users to provide the Services and operate our business.

  2. Your responsibilities for personal information. You agree that with respect to personal information that you, or your Client Users provide or make available in connection with the Services or on the Platform, that you are the “owner” or “controller” and we are the “processor,” as those terms may be used under applicable privacy law. You are responsible for all compliance with applicable privacy law, including responding to individual requests related to their rights under applicable privacy law and providing individuals with required notifications, including notifications of breach.


9.     Representations and Warranties
  1. Your additional representations and warranties. By entering into this Agreement, you make representations and warranties to us. Some of your representations and warranties are contained in this Section 9 and some are contained in other Sections of this Agreement:
    1. Valid agreement. You represent and warrant that you have validly accepted or entered into this Agreement and have the legal power to do so.
    2. Accurate information. You represent and warrant that all information you, or your Client Users provide to us or make available to us is true and accurate and that you have the right to provide the information to us under Applicable Law. You have the sole responsibility and liability for the accuracy, quality, integrity, legality, reliability, and appropriateness of all information you, or your Client Users provide or make available to us.
    3. No Sanctions Lists. You represent and warrant that you are not on any government prohibited, denied, or unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). If you, or any Client User is placed on any Sanctions List, you will notify us immediately and discontinue the use of the Services by you, or your Client User as applicable.
  2. FeeWise’s representations and warranties.
    1. Valid agreement. We represent and warrant that we have validly accepted or entered into this Agreement and have the legal power to do so.
10.     Disclaimer Of Warranties
Except as expressly warranted in this Agreement and to the fullest extent permitted by Applicable Law, the Services and any other materials, data, software, products, and services provided under this Agreement or on the Platform are provided “as is” and “with all faults,” and we expressly disclaim all other warranties of any kind or nature, whether express, implied, or statutory. We expressly disclaim any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We expressly disclaim any warranties of system integration, non-interference, absence of any defects (whether latent or patent), or security of data. We do not warrant or make any representations concerning the accuracy, completeness, or usability of information or materials provided in connection with our Services, found on our Platform, or linked to our Platform. We expressly disclaim any warranty related to third-party websites or other third-party content that may be accessed through our Services or our Platform. We make no warranty or representation on the basis of trade usage, course of dealing, or course of performance. We do not warrant or represent that the Services or any other materials, data, software, products, or services provided under this Agreement or on the Platform will meet your requirements, comply with Applicable Law, generate enforceable obligations, or that the operation of them will be uninterrupted or error-free, or that all errors will be corrected. The Platform may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. We are not responsible for any delays, delivery failures, or other damages resulting from such problems.
11.     Indemnification
You agree to defend, indemnify, and hold us, our affiliates, and our third-party providers, Payment Processor, licensors, and suppliers, along with our and their respective directors, officers, employees, and agents, harmless from any claims, damages, losses, or costs (including reasonable attorneys’ fees and expenses) arising out of the use of the Platform and Services, breach of this Agreement, or violation of any Applicable Law or the rights of any third-party by you, any Client User, or any person you provide access to the Platform and Services.
12.     Limitations of Liability
  1. WE HAVE NO LIABILITY FOR INDIRECT OR CONSEQUENTIAL DAMAGES. To the fullest extent permitted by Applicable Law, you agree to limit claims for damages (or other monetary relief) against us to direct and actual damages regardless of the theory of liability. This means that you will not seek any indirect, incidental, special, consequential, treble, or punitive damages from us. These disallowed damages include, but are not limited to, damages arising out of unauthorized access to, loss, or theft of your account, information, or data or that of your Client Users, lost profits, costs of delay, failure of delivery, business interruption, costs of procurement of substitute goods, services, or technology, or liabilities to third parties arising from any source. These limitations apply regardless of the cause of the damages, including negligence by us or our third-party providers, Payment Processor, licensors, or suppliers. These limitations apply even if we have been advised of the possibility of such damages. These limitations apply without regard to whether other provisions of this Agreement have been breached or proven ineffective. These limitations also apply to any claims you may bring against any third party to the extent that we would be required to indemnify that third-party for such claim.
  2. WE HAVE NO LIABILITY FOR PAYMENT PROCESSING. YOU ACKNOWLEDGE THAT FEEWISE IS NOT A PAYMENT PROCESSOR, THE PAYMENT PROCESSING IS A THIRD-PARTY SERVICE AND IS BEING PROVIDED BY A THIRD-PARTY PAYMENT PROCESSOR. YOU ACKNOWLEDGE THAT FEEWISE HAS NO LIABILITY IN RELATION TO PAYMENT PROCESSING.
  3. WE ARE NOT LIABLE FOR DAMAGES OUT OF OUR CONTROL. You agree that we are not liable for delays, problems, or damages caused by you, Payment Processor or a third-party, by any act of nature, by any act beyond our reasonable control (for example, war, terrorist acts, labor disputes, government actions, pandemics), or by any criminal activity by someone unrelated to us.
  4. YOU AGREE TO LIMIT THE AMOUNT OF DAMAGES PAYABLE BY US. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF FEEWISE, OUR AFFILIATES, PAYMENT PROCESSOR AND OUR THIRD-PARTY PROVIDERS, LICENSORS, OR SUPPLIERS ARISING OR RELATING TO THIS AGREEMENT IS LIMITED TO THE COSTS THAT YOU PAID TO USE THE RELEVANT SERVICES IN THE 12 MONTHS BEFORE OUR BREACH OR THE FIRST INCIDENT GIVING RISE TO OUR LIABILITY; OR, IF NO COSTS WERE PAID IN SUCH PERIOD, $100.
  5. YOU AND WE AGREE TO LIMIT THE DEADLINE TO BRING CLAIMS. To the fullest extent permitted by Applicable Law, you and we each agree that all claims related to this Agreement must be brought within 2 years of the date the claim arises (even if Applicable Law provides for a longer statute of limitations).
  6. YOU AND FEEWISE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY. The limitations of liability in this Section 12 constitute an important part of this Agreement and are among the reasons you and we are willing to enter into this Agreement. Without these limitations of liability, the provisions of this Agreement, including the economic terms, would be substantially different.
13.     Term, Termination, Suspension and Survival
  1. This Agreement will commence on the Effective Date and shall continue until terminated in accordance with Section 13(b).
  2. Suspension and Termination.
    1. Termination for convenience. You or FeeWise may terminate this Agreement at any time and for any reason by giving 30 days written notice to the other party.
    2. Termination for material breach. FeeWise may terminate this Agreement in the event the other party commits any material breach (including non-payment of Costs) of this Agreement and fails to remedy such breach within 15 days after receiving written notice of such breach.
    3. Suspension or Termination. FeeWise may suspend or terminate your use of the Services if we are unable to debit Costs from your bank account and no alternative arrangements acceptable to us are put in place.
    4. Termination for insolvency. Subject to Applicable Law, you or FeeWise may terminate this Agreement immediately by providing written notice to the other party in the event of the other party’s dissolution, liquidation, assignment for the benefit of creditors, or commencement of proceedings (voluntary or involuntary) for receivership or bankruptcy.
  3. Effect of Termination. At the end of the month this Agreement is terminated, FeeWise will discontinue your access to and use of the Platform and Services. You acknowledge and agree that any FeeWise Costs will be debited from your bank account after the end of the month this Agreement is terminated for any payments processed up until the termination date. We have the right to delete all information and data related to your account and use of the Platform and Services at the end of the month that this Agreement is terminated and will incur no liability for such deletion. But we may retain such data and information, in our sole discretion, for the purposes of complying with Applicable Law or our other business purposes.
  4.  Survival. All provisions of this Agreement that are intended to survive or that must survive in order to give effect to its meaning (including, but not limited to, the provisions of Sections 4, 5, 6, 8, 9, 10, 11, 12 and 13) will survive the termination or expiration of this Agreement.
14.      General
  1. Choice of law and jurisdiction. This Agreement is governed by the laws of the state of Delaware, without regard to the conflicts of laws rules. Foreign laws do not apply. Court proceedings must be brought in state or federal court located in Delaware.
  2. Jury Trial Waiver. YOU AND FEEWISE EACH WAIVE ANY RIGHT TO A JURY TRIAL.
  3.  Notices. You may deliver notices to us by email at: support@getfeewise.com. We may deliver notices to you via email, mail, or electronic means using the contact information in your account or by posting the notice on the Platform. Electronic notices are considered delivered when sent or posted. Postal notices are considered delivered 3 days after mailing. Notices delivered by a nationally recognized courier (for example, UPS and FedEx) are considered delivered when received.
  4. E-Sign Consent. We may need to provide you with certain communications, notices, agreements, billing statements, or disclosures (“Communications”) in writing regarding the Services. You agree and consent to receive Communications electronically from FeeWise, our affiliates, and our third-party service providers, rather than in paper form, and to the use of electronic signatures in our relationship with you (“E-Sign Consent”). You also acknowledge and agree that you have the ability to receive Communications electronically. You may withdraw your consent to receive Communications electronically at any time by sending us notice by email at: support@getfeewise.com. If you choose to withdraw your consent, we may terminate your access to the Services.
  5. Platform materials. The information and materials on our Platform may contain technical, typographical, photographic, or other errors. We do not warrant that any information or materials on our Platform are accurate, complete, or current. We may make changes to information and materials on our Platform at any time without notice, but we make no commitment to do so.
  6. Third-Party connections. The Services may include integrations, links, or connections to Payment Processor, third-party websites, applications, or services. This inclusion does not imply review or endorsement by us; you proceed at your own risk to a third-party website, application, or service. We do not warrant, and are not responsible for, the services, products, statements, or claims made by or about a third-party, or the actions or omissions of any third-party. You must review and comply with any third-party terms of service or other provisions.
  7. Third-Party beneficiaries. Our third-party providers, Payment Processor, licensors, and suppliers and our affiliates are considered to be third-party beneficiaries of this Agreement solely to the extent necessary for them to enforce any protections afforded them by this Agreement, except as otherwise provided in this Agreement. There are no other third-party beneficiaries to this Agreement. All rights and benefits of this Agreement from us are intended solely for you as the original purchaser of the Services.
  8. Independent Contractors. You and we agree that the relationship arising from this Agreement does not constitute or create any joint venture, partnership, employment relationship, or franchise between the parties. You and we are acting as independent contractors in making and forming this Agreement.
  9.  Assignment. You and FeeWise are prohibited from assigning this agreement to a third-party without the prior written consent of the other party to this Agreement except as provided in the next sentence. You and we may assign this Agreement in its entirety , without the consent of the other party, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially of all assets. Any permitted assignment will not relieve the assigning party of its obligations under this Agreement unless agreed in writing by the other party. Subject to the foregoing restrictions on assignment, this Agreement will bind and inure to the benefit of your and our respective successors and permitted assigns.
  10.  Amendment. We have the sole discretion to change the terms of this Agreement or make changes regarding any aspect of the Services, except as otherwise provided in this Agreement. If this occurs, we will provide you with notice via any means we consider reasonable, including, without limitation, email, posting on our Platform, or updates to the Services. After we provide notice, your continued use of the Services constitutes your acceptance of the changes and the Agreement as amended.
  11.  Waiver. You and FeeWise cannot waive any provision of this Agreement except in a writing signed by you and us. Our failure to insist on or enforce strict performance of any provision of this Agreement or any of our rights is not a waiver of any provision or right.
  12. Severability. If any part of this Agreement is held invalid or unenforceable, that part may be severed from the Agreement to the minimum extent necessary to cure such invalidity or unenforceability. The remainder of the Agreement will remain valid and enforceable.
  13. Entire Agreement. This Agreement is the entire agreement between you and FeeWise regarding the rights you have with respect to the Services, except as provided by Applicable Law, and you cannot rely on any other documents, statements on our Platform, or statements by any of our representatives or agents.

Ready to get started?

Join thousands of legal firms on the digital payment revolution. Apply online today and help your law firm get paid faster on their invoices and matter statements.

APPLY NOW

Book a demo

Book a demo with one of our legal payments specialist and learn about the FeeWise difference.

BOOK A DEMO