This agreement is between Famly and the Customer (the legal entity set out in the Famly Offer and identified as the owner of the account integrated to the Famly Platform), and sets out the terms and conditions applicable for the use of the Famly Pay services (the “Famly Pay Agreement”). This Famly Pay Agreement supplements the Famly Terms and Conditions, which generally governs the use of the Famly Platform services, and which is incorporated into this Famly Pay Agreement by reference.
“Activity” means any actions submitted by the Customer or by Famly on the Customer’s behalf using the Famly Pay Services, including the communication of information about Transactions (including charges) and refunds, adjustments, the handling of disputes (including chargebacks), and Connected Account Data;
“Connected Account” means Famly’s Customer using Famly Pay;
“Connected Account Data” means data about the Connected Account, the Activity and Transactions, which may include personal data;
”Famly Pay Services” means the Famly Pay services provided under this Famly Pay Agreement as set out in clause 2 below;
“Famly Terms and Conditions” means the standard terms and conditions applicable to the Customer, such as https://www.famly.co/terms/terms-conditions, https://www.famly.co/terms/terms-conditions-us, https://www.famly.co/terms/famly-betingelser, or other terms specifically agreed between the parties (if applicable);
“Payout Account” means the Customer’s Stripe account which holds the balance of funds paid to the Customer from its end-users (its own customers) and will be automatically transferred to the Customers bank account;
”Transactions” means a payment method transaction request initiated via the Stripe Technology through which Stripe is directed to capture funds for or from a payer’s associated account with respect to a payment from a end-user to the Customer, and includes the authorisation, settlement and if applicable, disputes, refunds and reversals with respect to that payment method transaction request;
“Stripe” means the Stripe entity processing the data of the Customer. It is generally Stripe Payments Europe Ltd., unless the Customer is located in the United States. If the Customer is located in the United States, it is Stripe Inc.
2. Scope of the Famly Pay Services
2.1. The Famly Pay Services are additional services which can be added to the Famly Platform services by the Customer enabling Famly Pay on the Famly Platform.
2.2. The Famly Pay Services are payment processing services which allow the Customer to offer its end-users (parents, guardians etc, i.e. its customers) to make payments for services or goods within the Famly Platform by using debit cards, credit cards or direct debit setups, and the services allow the Customer to receive such payments and reconcile its accounts automatically.
2.3. Where the Famly Pay interface does not offer the Customer to submit documentation for disputes it has with its end-user (its own customers), Famly will, upon request, assist with forwarding the documents to Stripe on behalf of the Customer.
2.4. Famly may offer the Customer physical cards as part of the Famly Pay Services at the cost of additional fees.
2.5. The Customer acknowledges that by using the Famly Pay Services, the business name Famly will appear on all card and bank statements.
3. Relationship with Stripe
3.1. Famly provides the Famly Pay Services by integrating the Stripe payment processing services into the Famly Platform. The Famly Pay Services are provided by Famly via Stripe and are subject to the Stripe Connected Platform Agreement, which includes the Stripe Service Agreement.
3.2. By accepting this Famly Pay Agreement or continuing to use Famly Pay, the Customer agrees to be bound by the Stripe Services Agreement and the Stripe Connected Account Agreement (as amended by Stripe from time to time), collectively referred to as the “Stripe Terms”.
4. Representation and Warranty; Customer’s responsibilities
4.1. The Customer confirms, represents and warrants that all of the information that is provided by it to Famly directly or through the Famly Platform is accurate and complete, and that the Customer is represented by a representative authorised to agree to this Famly Pay Agreement.
4.2. The Famly Pay Services are intended to facilitate payment processing for services or goods provided by the Customer to its end users (its own customers). The Customer expressly acknowledges that it has a direct relationship with its end-users (its own customers). The Customer is solely responsible for creating terms and conditions associated with the sale and supply of its services and products to its end-users (its own customers). Furthermore, the Customer is solely responsible for, and Famly expressly disclaims all liability for, its compliance with applicable laws and obligations related to its provision of the services or goods to its end-users (its own customers). This may include, but is not limited to, providing customer service, notification and handling of refunds or consumer complaints, provision of receipts and handling of disputes (except as otherwise stated in this Famly Pay Agreement).
4.3. The Customer is financially liable to Famly for the full amount of all disputes (including chargebacks and any fees related to disputes), refunds, fees related to failed payments, any network cost related fees imposed by financial services intermediaries and fines that arise from its’ use of the Famly Pay Services. Famly is entitled to deduct and/or collect the funds as set out in section 6 below.
5. Processing of Connected Account Data and other personal data
5.1. To provide the Customer with the Famly Pay Services, Famly must access, use and process Connected Account Data, which includes Activity data, Transactions data and certain personal data connected with such data. By accepting this Famly Pay Agreement, the Customer authorises Famly to process such data and agrees for Stripe to become an Authorised Sub-Processor (as set out in the Famly Data Processing Agreement), and that data may be shared with Stripe in accordance with the Famly Data Processing Agreement.
5.3. If Customer specifically requests Famly to assist it with submitting documentation to Stripe on its behalf in relation to disputes, Famly may process data, including personal data, forming part of such documentation for the sole purpose of submitting it to Stripe.
5.4. Processing of personal data under this Famly Pay Agreement is subject to the Famly Data Processing Agreement, which forms part of the Famly Terms and Conditions.
6. Fees and Customer Payout Account
6.1. The Customer must pay a fee per usage for the Famly Pay Services as per the pricing set out in the Famly Platform. The fees are automatically deducted before the funds are paid out to the Customer's Payout Account. On a monthly basis, the Customer receives an invoice/overview of total fees paid in the previous month together with the total amounts the Customer charged its own customers.
6.2. Famly may at its sole discretion and at any time change the fees for the Famly Pay Services, provided a written notification (including e-mails) is sent to the Customer no later than 1 month prior to the new pricing taking effect.
6.3. Famly has the right to deduct from the Customer’s Payout Account:
a) funds equivalent to refunds made to end-users (the Customer's customer) or chargebacks when the Customer has lost a dispute;
b) fees charged by Stripe to Famly when the end-user (the Customer’s customer) has disputed a payment or its payment has failed;
c) fees owed to Famly for the use of the Famly Platform services, provided that Famly has given a late payment notification as per the Famly Terms and Conditions.
6.4. In the event of a negative balance on the Customer Payout Account, rendering it impossible to deduct funds as per clause 6.3 a) and b), Famly will seek alternative ways to collect the funds.
7.1. The term of this Famly Pay Agreement will begin when the Customer accepts this Famly Pay Agreement on the Famly Platform and will end when terminated by either the Customer or by Famly, as described in this Famly Pay Agreement.
7.2. The Customer may terminate this Famly Pay Agreement at any time by disabling the Famly Pay Services in the Famly Platform. If the customer experiences problems with disabling the services, the Customer can reach out to Famly’s support team on email@example.com. Should the Customer decide to enable the Famly Pay Services again, it must accept this Famly Pay Agreement again and complete the onboarding process again.
7.3. Famly may terminate this Famly Pay Agreement as per its termination rights under the Famly Terms and Conditions. Famly may furthermore terminate this Famly Pay Agreement if the Customer is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceedings, or if Famly determines that the Customer is engaged in activity that is deceptive, abusive or otherwise fails to comply with applicable law, or causes a significant risk of reputational harm to Famly.
7.4. Termination of this Famly Pay Agreement does not trigger termination of the Famly Terms and Conditions in regards to the Famly Platform services and any other additional services. However, termination of the Famly Platform services subject to the Famly Terms and Conditions will cause this Famly Pay Agreement to automatically terminate.
8. Disclaimer of Warranties; Limitations on Famly’s Liability
8.1. To the maximum extent permitted by law, except as expressly provided in this Famly Pay Agreement, the Famly Pay Services are provided on an “as is” “as available” basis, without any warranties, express, implied, or statutory. Provisions on disclaimer of warranties set out in the Famly Terms and Conditions apply to the Famly Pay Services.
8.2. Section on Liability and Limitation of Liabilities set out in the Famly Terms and Conditions applies to this Famly Pay Agreement unless otherwise stated in this Famly Pay Agreement.
8.3. Famly is not responsible for, and disclaims all liability arising from or relating to (i) the Customer’s obligations to its end-users (its own customers), including to properly describe and deliver the goods or services being sold to it’s end-users (its own customers), (ii) the Customer’s compliance with applicable laws and obligations related to its provision of the services or goods to its end-user (its own customers), or (iii) providing customer service, notification, receipts, handling of refunds, consumer complaints, register the Customer’s legal entity or other actions not related to the Famly Pay Services.
8.4. Famly is not liable for any lost profits, or any indirect punitive, incidental, special, consequential, or exemplary damages arising out of, in connection with or relating to the Famly Pay Services, including the use of, inability to use, or unavailability of the Famly Pay Services.
8.5. Without limiting the above provisions in this section 8, Famly’s cumulative liability to the Customer in connection with the Famly Pay Services will be limited to direct damages and subject to the liability cap in the Famly Terms and Conditions.
9.1. The Customer agrees to defend, indemnify and hold harmless Famly from and against any claim, suit, demand, loss, liability, damage, action or proceedings arising out of or relating to (i) any disputes between the Customer and it’s end-user (its own customers) or (ii) the Customer’s use of the Famly Pay Services in a manner that is illegal or inconsistent with this Famly Pay Agreement, or (iii) the Customer’s failure to properly describe or deliver services or goods, or comply with its legal or contractual obligations to its end-user (its own customers).
10. Unauthorised activity
10.1. The Customer shall not engage in any fraudulent, unlawful, deceptive or abusive activity. Any such activity can lead to termination of the Famly Pay Services.
10.2. The Customer shall not violate this Famly Pay Agreement, the Stripe Terms, the Stripe Restricted Business List, or Stripe’s Underwriting Policies.
11. Notice obligations
11.1. Famly may be responsible for promptly informing the Customer of updated Stripe Terms if communicated and instructed by Stripe.
11.2. Stripe may have an obligation to provide certain notices of forms, such as tax invoices, to Connected Accounts. The Customer authorises Famly to receive such notices on its behalf, provided that Famly promptly makes such notices and forms available to its Customers (the Connected Accounts in question) in a manner consistent with applicable law.
12. Relationship to other agreement
12.1. The Famly Terms and Conditions are incorporated into this Famly Pay Agreement by reference. To the extent that there is a conflict between the Famly Terms and Conditions and this Famly Pay Agreement related to the Customer’s use of the Famly Pay Services, this Famly Pay Agreement will prevail. Nothing in this Famly Pay Agreement alters the Famly Terms and Conditions