The Shopify Payments service (“Shopify Payments” or the “Payments Services”) is a: (i) payment account boarding; (ii) payment underwriting; and, (iii) payment data transmission service that helps you integrate with a payment processor (the “Processor”), as described more fully in this Agreement. The Payments Services may also apply to your use of point-of-sale equipment (“POS Equipment”), subject to availability and to your election to procure the same. You hereby appoint us as your agent to deliver information and instructions on your behalf to the Processor.
Under the separate Terms of Service, Grierson Studio provides you with its online storefront, shopping cart, store management, marketing, and other services (collectively, the “Shopify Platform Services”). The Shopify Platform Terms are incorporated herein by reference and by accepting this Agreement you are also accepting them.
Neither Grierson Studio, is a bank, payment institution, or money services business, but are instead, respectively, a supplier of the Shopify Platform Services supplied under the Shopify Platform Terms and of the Payments Services under this Agreement.
The Processor The Processor is Stripe, Inc., organized under the laws of California, which is a technical services provider and may offer the services as an agent of one or more financial institutions in United States (each, a “Financial Services Provider”). The processing and settlement of Transactions (as defined below) (“Payment Processing”) is carried out by the Processor and any of the Financial Services Providers under a separate Stripe Connected Account Agreement, including the United States Stripe Services Agreement and the applicable Financial Services Terms, and to the extent you use a payment method that is subject to additional terms, the Payment Terms (collectively, the “Processor Terms”). By accepting this Agreement, you are also accepting and agreeing to be bound by the Processor Terms, which is the legal agreement between you and the Processor.
Grierson Studio is not a party to the Processor Terms and is not liable to you in respect thereof. By accepting this Agreement and the Processor Terms you are agreeing to the creation of an account with the Processor for Payment Processing (the “Processor Account”). We reserve the right to change the Processor, subject to the terms of our agreement with the Processor. In the event of any inconsistency between this Agreement and the Processor Terms, this Agreement shall prevail, except in the event of any inconsistency between this Agreement and the Processor Terms concerning Payment Processing or the Processor Account, in which case the Processor Terms shall prevail.
The Processor’s role is to accept and process credit card, debit card and other types of payments (collectively “Cards”) with respect to sales of your products and services through internet-based transactions (“Card Not Present Transactions" or “CNP Transactions”). If applicable, POS Equipment permits transmission of data to the Processor from in-person, point-of-sale transactions (“Card Present Transactions" or “CP Transactions”), as well as manually entered transactions (“Keyed Transactions”). CNP Transactions, CP Transactions and Keyed Transactions shall be referred to herein, collectively, as “Transactions”.
Your Role To utilise the Services, you must be a Customer of Grierson Studio.
The Payments Services Shopify hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use the Payments Services (the “License”). The License shall be for the term of this Agreement only. Neither the License nor any other provision hereof shall grant any rights in the Payments Services or other intellectual property rights except the limited License of use set out above.
You shall not: (i) permit any third party to access the Payments Services, including, but not limited to, your Shopify Admin on our website (the “Shopify Admin”), except as permitted herein, and to carry out Transactions; (ii) create derivate works based on the Payments Services; (iii) copy, frame or mirror any part of the content of the Payments Services, other than copying or framing for your internal business purposes; (iv) reverse engineer, disassemble, decompile, or otherwise attempt to discover the source code or trade secrets for any of the Payments Services; or, (v) access the Payments Services in order to build a competitive product or service.
It is our responsibility to obtain our customers’ consent to be billed for each Transaction or, as the case may be, on a recurring basis, in compliance with applicable legal requirements and Visa Europe Ltd., Visa U.S.A., Inc., Visa Canada Inc. and Visa International (collectively, “Visa”), MasterCard International Incorporated (“MasterCard”), American Express or other applicable Card networks’ (such networks being, collectively, the “Payment Networks”) payment rules (the “Payment Network Rules”).
POS Equipment If applicable, we may elect to purchase POS Equipment from Shopify that will allow you to accept CP Transactions and Keyed Transactions. POS hardware may be purchased on the Shopify hardware store located here: www.shopify.com/pos/hardware (the “POS Equipment Store”). POS software may be downloaded for iOS devices from the Apple App Store under the title “Shopify POS” or “Shopify”. Our use of the Shopify POS hardware and software is subject to the applicable sections of the Shopify Platform Terms of Service.
Payment Methods The Payments Services support most Payment Network Cards, including credit, debit, pre-paid, or gift cards. We assume sole and exclusive responsibility for the use of the Payments Services. We also assume sole and exclusive responsibility for Transactions under the Processor Terms. We are solely responsible for verifying the identity of customers and of the eligibility of a presented Card used to purchase our products and services, and Shopify does not guarantee or assume any liability for Transactions authorized and completed that may later be reversed or charged back (see section D5 below). We are solely responsible for all reversed or charged back transactions regardless of the reason for, or timing of the reversal or chargeback. Shopify or the Processor may add or remove one or more types of Payment Networks or Cards, in their sole discretion, at any time, without prior notice to you.
Customer Service Shopify will use its commercially reasonable efforts to provide you with customer support to help resolve issues relating to the Payments Services. The Processor retains sole and exclusive responsibility for Payment Processing of Transactions, including the settlement of funds, but Shopify will provide reasonable assistance in liaising between you and the Processor concerning the Payment Processing services. We assume sole and exclusive responsibility for providing customer service or support to our customers for any and all issues related to your products and services, including, but not limited to, issues arising from the processing of Cards through the Payments Services.
Taxes We have sole and exclusive 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 Payments Services ("Taxes"). It is solely our responsibility to assess, collect, report, or remit the correct Taxes to the proper tax authority, whether in customers’ jurisdictions, our jurisdiction or elsewhere. Shopify are not obligated to, nor will they, determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority, arising from any Transaction. Shopify retains the right, but not the obligation, at its sole discretion, to complete and file tax or related reports with tax authorities regarding Transactions in those jurisdictions where Shopify deems such reporting necessary. We hereby indemnify and hold Shopify harmless from and against any and all liability related to Taxes and filings made by Shopify in respect thereof. We agree that we may send you any tax-related information electronically.
Our Customers If prohibited by law, we will not impose any fee or surcharge on a customer that seeks to use an eligible Card. We will provide an informational slip or receipt to your customer at the conclusion of the Transaction that includes all information required under Payment Network Rules and applicable law.
Security We maintain commercially reasonable administrative, technical and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access, accidental loss, or modification. Shopify cannot, however, guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes.
Data Security You assume full responsibility for the security of data on your website or otherwise in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security, and dissemination of any personal, financial, Card, or Transaction information (collectively, “Data", and as pertains to your customers, “Cardholder Data”). You agree that at all times you shall be compliant with applicable Payment Card Industry Data Security Standards (“PCI-DSS”) and, as applicable, the Payment Application Data Security Standards (“PA-DSS”). You agree to promptly provide Shopify with documentation evidencing your compliance with PCI-DSS and/or PA-DSS upon request. You also agree that you will use only PCI-DSS and PA-DSS compliant service providers in connection with the storage or transmission of Card information, including a cardholder’s account number, expiration date, and CVV2. You must not store CVV2 data at any time. Information on PCI-DSS can be found on the PCI Council’s website. It is your responsibility to comply with these standards and all the Payment Network Rules.
Restricted Use You are required to obey all laws, rules, and regulations applicable to your use of the Payments Services (e.g., including those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (i) utilize the credit available on any Card to provide cash advances to cardholders; (ii) submit any Transaction for processing that does not arise from your sale of goods or service to a customer; (iii) act as a payment intermediary or aggregator or otherwise resell the Payments Services on behalf of any third party; (iv) send what you believe to be potentially fraudulent authorizations or fraudulent Transactions; or, (v) use the Payments Services or the Payment Processing services in a manner that a Payment Network reasonably believes to be an abuse of the Payment Network or a violation of the Payment Network Rules.
You further agree not to permit any third party to do any of the following: (i) access or attempt to access our 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 us; (iii) permit any third party to use and benefit from the Payments Services 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 Payments Services, use any tool to enable features or functionalities that are otherwise disabled in the Payments Services, or decompile, disassemble, or otherwise reverse engineer the Payments Services, except to the extent that such restriction is expressly prohibited by law; (vi) perform or attempt to perform any actions that would interfere with the proper working of the Payments Services, prevent access to or use of the Payments Services by our other users, or impose an unreasonable or disproportionately large load on our infrastructure; or, (vii) otherwise use the Payments Services except as expressly allowed under this section.
Suspicion of Unauthorized or Illegal Use We reserve the right to not provide the Payments Services in respect of any Transaction you submit that we believe, in our sole discretion, is in violation of this Agreement, any other Shopify or Processor agreement, or exposes you, Shopify, the Processor, or any other third party to actual or potential risk or harm, including, but not limited to, fraud and other criminal acts. You are hereby granting us authorisation to share information with law enforcement about you, your Transactions, or your Grierson Studio Account.
Payment Network Rules The Payment Networks have established guidelines, bylaws, rules, and regulations in the form of the Payment Network Rules. You are required to comply with all applicable Payment Network Rules. The Payment Network Rules for Visa, MasterCard and American Express are available on the Internet at the following links: Visa, MasterCard and American Express. The Payment Networks may amend the Payment Network Rules at any time and without notice to us or to you. Insofar as the terms of this Agreement and/or the Processor Terms are inconsistent with the Payment Network Rules, the Payment Network Rules shall prevail. We reserve the right to amend this Agreement at any time, with notice to you, as may be necessary to comply with the Payment Network Rules.
Disclosures and Notices You agree that Shopify can provide disclosures and notices, including tax forms, that we deem appropriate regarding the Payments Services to you by posting such disclosures and notices in your Shopify Admin, emailing them to the email address listed in your Shopify Account, or mailing them to the address listed in your Shopify Account. You also agree that electronic 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 within twenty-four (24) hours of the time it is posted to your Shopify Admin or emailed to you, unless we receive notice that the email was not delivered.
Automatic Reminders We may use automated telephone dialing, text messaging systems, and email to provide messages to you about your Payments Account. The telephone messages may be played by a machine automatically when the telephone is answered, whether answered by you or another party. These messages may also be recorded by your answering machine or voicemail. You give us permission to call or send a text message to any telephone number that you have given us and to play pre-recorded messages or send text messages with information about this Agreement or your account over the phone. You agree that we will not be liable to you for any such calls or electronic communications even if information is communicated to an unintended recipient. You understand that when you receive such calls or electronic communications you may incur a charge from the company that provides you with telecommunications, wireless and/or Internet services. You agree that we have no liability for such charges. You agree to immediately notify us if you change telephone numbers or are otherwise no longer the subscriber or customary user of a telephone number or email address you have previously provided to us.