Payment Terms and Conditions
These Terms and Conditions related to payments (“Payment Terms”) form part and to be read in conjunction with the existing Contract (as defined below) between Shortcuts Software Australia Pty Ltd, ABN 57 082 814 800 or Shortcuts Software Inc. (“us”, “we”, “our”) and the sole proprietor or business entity that entered into the Contract (“you”, “your”).
BY USING OR ACCESSING THE PAYMENT PRODUCTS (AS DEFINED BELOW) THROUGH ANY MEANS, YOU ACKNOWLEDGE AND AGREE THAT: (I) YOU HAVE REVIEWED AND UNDERSTANDS THESE PAYMENT TERMS; (II) YOU AGREE TO BE LEGALLY BOUND BY THE PAYMENT TERMS; AND (III) YOUR USE OF THE PAYMENT PRODUCT(S) WILL BE GOVERNED BY THE PAYMENT TERMS. IF YOU DO NOT AGREE TO THE PAYMENT TERMS, CLICK THE “CANCEL” BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE, RETURN THE PRODUCT TO THE PLACE OF PURCHASE FOR A FULL REFUND, OR DO NOT DOWNLOAD THE PRODUCT.
WE RESERVE THE RIGHT TO AMEND THESE PAYMENT TERMS AND ADD, MODIFY OR REMOVE OUR PAYMENT PRODUCTS FROM TIME TO TIME. AMENDMENTS WILL BE EFFECTIVE IMMEDIATELY UPON NOTIFICATION TO YOU IN WRITING. YOUR CONTINUED USE OF THE PAYMENT TERMS FOLLOWING SUCH NOTIFICATION WILL REPRESENT AN AGREEMENT BY YOU TO BE BOUND BY THE PAYMENT TERMS AS AMENDED.
In order to enable one or more of Payment Product(s), you must have a valid license to or right to access Shortcuts.
1. Definitions. In these Payment Terms:
a. “Contract” means one of the following documents provided to you by Us and accepted by you, as the case may be:
i. Master Services Agreement – subscription;
ii. Master Services Agreement – license;
iii. General Terms and Conditions;
iv. Contract Terms and Conditions;
v. Shortcuts License Agreement;
vi. S.M.A.R.T Terms and Conditions.
b. “Payment Product(s)” mean payment products made available for subscription on Shortcuts, such as Upfront Payments Product, Cancellation Payments Product, Online Payments Product, Online Gift Cards Product, as described in Section 4 below, as may be amended by Us from time to time. The current Payment Products are described in these Payment Terms.
c. “Shortcuts” means software system(s) called ‘Shortcuts Fusion’ and/or ‘Shortcuts Live’ as featured and updated from time to time on Our website (shortcuts2017.wpengine.com, www.shortcuts.net, www.shortcuts.co.uk);
d. “Shortcuts’ Online Booking” means a feature of Shortcuts that allows a customer to book and possibly pay for a booking via Shortcuts.
2. Access Requirements. In order to obtain one or more Payments Products via Shortcuts, You must have a valid license for a compatible version of, or a current right to access and use, Shortcuts.
3. The Processor. We use third party payment processor(s) associated with the Payment Products (each, a “Processor”), which may offer the services as an agent of one or more financial institutions globally (each, a “Financial Institution”). The processing and settlement of your transactions (“Payment Processing”) is carried out by a Processor and any of the Financial Institutions under a separate agreement with a Processor. You acknowledge that you are aware that the use of Payments Product(s) requires establishing a merchant account with a Processor. You are responsible for establishing and maintaining this merchant account and we have no obligation to assist you regarding any disputes that may arise between you and a Processor regarding your merchant account. We reserve the right to change any Processor, subject to the terms of our agreement with Processor. In the event of any inconsistency between the Payment Terms and a Processor’s terms, the Payment Terms shall prevail, except in the event of any inconsistency between the Payment Terms and a Processor’s terms concerning Payment Processing, in which case a Processor’s terms shall prevail.
4. Payments Products. The following Payment Products are available to be used with Shortcuts:
a. Upfront Payments Product – The Upfront Payments Product enables a service whereby appointments booked with You through Shortcuts’ Online Booking, or third-party participating platforms (such as mylocalsalon and/or the Guest App) require the prepayment of an upfront fee in order to secure the booking. This upfront fee is configurable by You to be either a part of the sale value of the booking (i.e. deposit) or the whole of the sale value of the booking (i.e. payment in full).
b. Cancellation Payments Product – The Cancellation Payments Product enables a service whereby payment card details can be requested from the customer to secure a booking that has been made. Customers are sent a link to a webpage where they enter their payment card details which are then tokenised. The customer authorises the processing of an agreed fee for the service without the card being present in the event of a late cancellation or no-show at the allocated booking time.
c. Online Payment Product – The Online Payments Product enables a service whereby customer payment card details can be entered into Shortcuts. Payment card details will be tokenised and authorised by the customer to process payments without the card being present for services and/or goods purchased by the customer.
d. Online Gift Cards Product – The Online Gift Cards Product enables a service whereby a user can purchase a digital gift card, which acts as a credit, at Your business, which can then be redeemed by the recipient within a predetermined time frame. The customer chooses a gift card value and enters their payment card details to finalise the transaction. A payment is immediately charged for the digital gift card purchased by the customer.
5. Customer-facing terms and conditions applicable to Payment Products: We may provide you with sample terms and conditions applicable to Payment Products that you may make available to your customer (Sample Customer-Facing Terms). You acknowledge and agree that:
a. such provision by us to you of the Sample Customer-Facing Terms is for general purposes only does not constitute legal advice;
b. It is your responsibility to prepare term and conditions applicable to the provision of the services by you to your customers and, should you wish to incorporate the Sample Customer-Facing Terms thereto, it is your responsibility to modify the Sample Customer-Facing Terms as required in order to ensure compliance with all relevant laws applicable to you and the Payment Products.
6. Funds. You acknowledge that you will be the primary recipient of upfront fees (via Upfront Payments Product), cancellation fees (via Cancellation Payments Product) and/or online payments (via Online Payments Product and/or Online Gift Cards Product) charged to your customers through the Payment Product(s) and as such you are solely responsible for any refunds or chargebacks that may be required where there is a dispute with Your customer over provided services. Regardless of any refunds or chargebacks, the fee charged by us in facilitating the payment is non-refundable.
7. Taxes. You will be responsible for determining and paying all taxes (other than taxes associated with our net income or our authority to conduct business in a particular jurisdiction) in connection with your use of the Payment Product(s) and related services. If we have a legal obligation to pay or collect taxes for which you are responsible under these Payment Terms, the appropriate amount shall be computed based on your address listed in the order form and invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the applicable governmental authority at least five (5) business days prior to the due date of the applicable invoice. All fees are payable in full and without reduction or withholding for taxes. If, for whatever reason, you are required by law to withhold any taxes from fees, you shall gross up your payments to us so that we receive fees in full and free of any such deductions. You shall, upon our request, provide to us proof that taxes have been paid, if such payment is not made to us directly. If we pay any costs or expenses incurred in relation to any import duties, customs, formalities, permissions or other requirements, then you shall promptly reimburse us for all such amounts in full.
8. Ownership. At all times we will own all intellectual property rights (including copyright) in the Payment Products, including all upgrades, enhancements and modifications to them. At all times you will own all intellectual property rights in your content entered into the Payment Products.
9. Restrictions on Use. In using the Payment Products, you will obey all applicable laws and regulations, including those of the credit card networks, and you will not (i) submit a transaction for processing that does not arise from your sale of goods or service to a buyer customer, (ii) resell, or otherwise provide third parties with access to, the Payment Products, or act as a payment intermediary or aggregator, (iii) provide cash advances to cardholders or (iv) knowingly submit fraudulent transactions for Payment Processing. You will use the Payment Products only for your own, internal business purposes. You will not: resell, copy, frame or mirror any part or content of the Payment Products; make the Payment Products available for timesharing or service bureau purposes; or otherwise provide access to the Payment Products to any third party. You will not, subject to any non-waivable rights you may enjoy under applicable law, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying structure, ideas, know-how or algorithms relevant to the Payment Products or any software, documentation or data related to the Payment Products; interfere with or disrupt the integrity or performance of the Payment Products or third party data contained therein; attempt to gain unauthorized access to the Payment Products or its related systems or networks; modify, translate, or create derivative works based on the Payment Products; or remove any proprietary notices or labels.
10. Security Matters. You are responsible for the security of data in your possession and you agree to comply with all applicable laws in connection with your use of any personal information, including credit card and transaction information handled by your store or your systems. You agree to maintain compliance with the Payment Card Industry Data Security Standards and the Payment Application Data Security Standards, as applicable and to promptly provide us with documentation evidencing your compliance if so requested. While we maintain commercially reasonable safeguards to protect personal information stored in our servers from unauthorized access, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that you provide this personal information regarding you and your customers at your own risk.
11. Data. You will have sole and exclusive responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of data entered or submitted by you by means of the Payment Products (“Customer Data”), including, without limitation, the personal information about your customers and their accounts provided by you or on your behalf through the Payment Products or through Shortcuts. You will not send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material that is harmful to children, violates third party privacy or intellectual property rights, includes malicious code, or that will interfere with the integrity of Shortcuts or the Payment Products. You grant to us and, as applicable, to Processor a royalty-free, non-transferable, non-exclusive license to use Customer Data to the extent necessary to perform the services provided hereunder. Notwithstanding anything to the contrary, we shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Payment Products and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Payment Products and for other development, diagnostic and corrective purposes in connection with the Payment Products and our other offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
12. Confidentiality. You agree keep any cardholder information confidential and only use it in connection with the Payment Products and in connection with processing a card transaction requested by the buyer customer.
13. Unauthorized Use; Audit Right. You acknowledge that, if we believe that a security breach has occurred, we may request that you engage a third party auditor approved by us to conduct a security audit of your systems and facilities and issue a report to be provided to us, a Processor, the Financial Institutions and the applicable payment networks.
14. Representations and Warranties. You represent and warrant that: (a) you are eligible to register and use the Payment Products and the related services provided hereunder and that you have the authority to execute and perform the obligations required by these Payment Terms; (b) you will, at your own expense, obtain sufficient rights and all third party consents and/or permissions that may be necessary and appropriate to permit us to access and to use of the data you submit to the Payment Products; (c) any information you provides to us about your business, products, or services is accurate and complete; (d) each transactions processed by you via the Payment Products represents a bona fide sale and does not pertain to transactions prohibited by these Payment Terms or the Processor’s acceptable use policy; (e) you will fulfil all of your obligations to your customers and will use all commercially reasonable efforts to resolve any disputes with them; (f) you will comply with all applicable laws; (g) you will not use the Payment Products for peer-to-peer money transmission or, except in the ordinary course of business, for any transaction that represents a sale to any principal, partner, proprietor, or owner of your entity; and (h) you will not use the Payment Products, directly or indirectly, for any fraudulent or illegal undertaking, or to interfere in any manner with the normal operation of the Payment Products or related services.
15. Disclaimer. WE PROVIDE THE PAYMENT PRODUCTS “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY US OR OBTAINED BY YOU FROM OR THROUGH THE PAYMENT PRODCUTS OR RELATED SERVICES, WHETHER OR ORAL OR WRITTEN, CREATES OR IMPLIES ANY WARRANTY. YOU ACKNOWLEDGE THAT WE DOES NOT CONTROL THE PRODUCTS OR SERVICES THAT YOU OFFER OR SELL OR THAT YOUR CUSTOMERS MAY PURCHASE IN CONNECTION WITH YOUR USE OF THE PAYMENT PRODUCTS. YOU ACKNOWLEDGE THAT WE CANNOT GUARANTEE, AND WE HEREBY DISCLAIMS ANY KNOWLEDGE THAT A GIVEN CUSTOMER POSSESS THE AUTHORITY TO, WILL NECESSARILY COMPLETE OR WILL NOT CONTEST, ANY TRANSACTION. WE DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE PAYMENT PRODUCTS; (b) THAT THE PAYMENT PRODUCTS WILL MEET YOUR SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE PAYMENT PRODUCTS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT WE WILL NECESSARILY BE ABLE TO CORRECT ANY DEFECTS OR ERRORS IN THE PAYMENT PRODUCTS, ANY RELATED APPLICATION PROGRAMMING INTERFACES, DOCUMENTATION, OR DATA; OR (e) THAT THE PAYMENT PRODUCTS ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. OUR SERVICES 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 DAMAGE RESULTING FROM SUCH PROBLEMS. NOTHING IN THESE PAYMENT TERMS OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THESE PAYMENT TERMS TO BE VOID.
16. Indemnification. You agrees to defend, indemnify and hold harmless, us, our affiliates, the Processor, our partners, banks and any of such parties’ officers, directors, employees, agents, successors and permitted assigns (collectively, “Supplier Indemnitees”) from and against all costs, damages and expenses arising out of or on account of (a) any actual or alleged breach of you representations, warranties, or obligations set forth in these Payment Terms, including without limitation any violation of our or Processor’s acceptable use policy; (b) your wrongful or improper use of the Payment Products or related services, including, without limitation, any violation by you of the restrictions set out in Section 7 (Restrictions) or Section 9 (Data); (c) any transactions or payment data submitted by you through the Payment Products (including without limitation the accuracy of any product information that you provide or any claim or dispute arising out of products or services offered or sold by you); (d) your violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (e) your violation of applicable law or failure to comply with the card network rules or the PCI-DSS security standards; or (f) a fraud or security breach affecting a transaction or payment file due to your actions or your failure to comply with any data protection standards issued or notified to you in writing by us, a Processor or its sponsor financial institution, or any card network (in each case, to the extent that such claim is not due to any negligence, breach or intentional misconduct of Supplier Indemnitees).
17. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL WE, OUR PAYMENT SERVICE PROVIDERS, SUPPLIERS, LICENSORS, NETWORKS, OR BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE RESPONSIBLE OR LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES RESULTING FROM YOUR USE OR INABILITY TO USE THE PAYMENT PRODUCTS OR RELATED SERVICES OR FOR THE UNAVAILABILITY OF THE PAYMENT PRODUCTS OR RELATED SERVICES, FOR LOST PROFITS, PERSONAL INJURY, OR PROPERTY DAMAGE, OR FOR ANY OTHER DAMAGES ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO THESE PAYMENT TERMS OR YOUR USE OF THE PAYMENT PRODUCTS, EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT ANY OF US, OUR PAYMENT SERVICE PROVIDERS, SUPPLIERS, LICENSORS, NETWORKS, OR BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE TO LIMIT ANY ADDITIONAL LIABILITY NOT DISCLAIMED OR DENIED BY US, OUR PAYMENT SERVICE PROVIDERS, SUPPLIERS, LICENSORS, NETWORKS, OR BANK (OR THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) UNDER THESE PAYMENT TERMS TO YOUR DIRECT AND DOCUMENTED DAMAGES; AND YOU FURTHER AGREES THAT UNDER NO CIRCUMSTANCES WILL ANY SUCH LIABILITY EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO US DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO YOUR CLAIM FOR DAMAGES. THESE LIMITATIONS ON OUR LIABILITY IN RESPECT OF THE PAYMENT PRODUCTS AND RELATED SERVICES WILL APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR BASIS. THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THESE PAYMENT TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND, ABSENT ANY OF SUCH DISCLAIMERS, EXCLUSIONS OR LIMITATIONS OF LIABILITY, THE PROVISIONS OF THESE PAYMENT TERMS, INCLUDING THE ECONOMIC TERMS, WOULD BE SUBSTANTIALLY DIFFERENT.