By submitting your application form to Yogassential you have accepted this agreement.

INTRODUCTION AND SERVICE LEVEL AGREEMENT FOR YOGASSENTIAL

Your use of Our Site, Our App and Our Customer Service is subject to this agreement together with any additional terms and policies referred to in them ("Our Terms").

This agreement with any terms and policies referred to in them (" Our Terms ") constitute a legally binding agreement between you and YOGINOW LIMITED T/A YOGASSENTIAL (" Yogassential", " we ", " us " or " our "). Yoginow Limited is a private limited company registered in England and Wales with company No. 10271111 whose registered office is located at the following address: 10-14 Accommodation Road, Golders Green, London, NW11 8ED. Yogassential's VAT registration number is GB 250 0569 32.



Background

(A) Yogassential owns and operates the Website and the associated App for mobile internet devices specialising in matching potential clients with yoga teachers and in administering the relationship between such yoga teachers and clients.

(B) The Teacher wishes to be introduced to such potential clients, and is willing to pay Yogassential a commission on the terms of this agreement if such potential clients are introduced to it and, further, if such potential clients purchase services from the Teacher.

(C) Yogassential is willing to introduce potential clients to the Teacher in return for commission as specified in this agreement.

(D) The Teacher agrees to adhere to the service levels required of the Teacher in accordance with the terms of this agreement.

Agreed terms

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1 Definitions:

Business Day
a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

Client
a Prospective Client to whom the Teacher provides the Services;

Commencement Date
has the meaning given to it in clause 8;

Commission
has the meaning given to it in clause 5.2;

Income
the payments made to the Teacher for the Services under a Relevant Contract less any value added tax or other sales tax on them, [any out of pocket expenses incurred by the Teacher in providing the Services and any discounts or rebates granted by the Teacher;

Introduction
the provision to the Teacher of the contact details of a Prospective Client who has visited the Website and requested to be introduced to a yoga teacher for the purposes of acquiring the Services. Introduce, Introduces and Introduced shall be interpreted accordingly;

Introduction Date
for each Prospective Client, the date during the term of this agreement on which Yogassential first Introduces such Prospective Client to the Teacher;

Mandatory Polices
Yogassential's mandatory policies and procedures listed in Schedule 1, as amended by notification to the Teacher from time to time;

Prospective Client

a person to whom the Teacher has not at any time prior to the Introduction Date provided the Services and who has visited the Website and requested to be introduced to a yoga teacher;

Relevant Contract
a contract for the supply of Services entered into between the Teacher and a Prospective Client who was Introduced by Yogassential. The Relevant Contract will include the terms of the client consultation form from time to time available on the Website (Consultation Form) which the Prospective Client will have completed as part of the booking process and the Teacher agrees to comply with and observe all and any relevant terms of the Consultation Form;

Services
the services of a yoga teacher provided by the Teacher together with any other services from time to time offered by the Teacher and agreed with Yogassential. Each provision of the Services shall be referred to as a Lesson;

Stripe Agreement

the Stripe Connected Account Agreement entered into by Yogassential on behalf of the Teacher with Stripe Connect, a copy of the current version of which is set out at Schedule 3;

Territory
the United Kingdom; United States

Website
www.yogassential.com owned and operated by Yogassential.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) [and that person's personal representatives, successors and permitted assigns].

1.3 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

1.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.5 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.6 A reference to writing or written includes e-mail.

1.7 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.8 References to clauses and Schedules are to the clauses and Schedules of this agreement; references to paragraphs are to paragraphs of the relevant Schedule.

2. Introductions

2.1 The Teacher appoints Yogassential to identify Prospective Clients for the Teacher in the Territory and to make Introductions of such persons on the terms of this agreement.

2.2 Yogassential shall:

2.2.1 use its reasonable endeavours to make Introductions of Prospective Clients to the Teacher;

2.2.2 report in writing to the Teacher from time to time on progress made with Prospective Clients; and

2.2.3 comply with the booking process set out in Schedule 2.

2.3 Yogassential shall produce marketing material for the Teacher's services using Yogassential's name, logo or trade marks on any marketing material for the Services.

2.4 Where a Prospective Client is Introduced by Yogassential and the Prospective Client then introduces the Teacher to a third party who purchases Services from the Teacher, Yogassential shall, by virtue of such initial Introduction, be deemed to have Introduced the third party to the Teacher and so such person shall be considered a Client for the purposes of this agreement and to the entitlement of Yogassential to Commission.

3. Compliance with laws and policies

3.1 Each party shall at its own expense comply with all laws and regulations relating to its activities under this agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

3.2 Mandatory Polices. The Teacher shall comply with the Mandatory Polices and such additional or varied policies as Yogassential may update and notify the Teacher from time to time.

4. Anti-bribery compliance

4.1 Yogassential and the Teacher shall:

4.1.1 comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (Relevant Requirements); and

4.1.2 have and shall maintain in place throughout the term of this agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where appropriate.

5. income, Commission and payment process

5.1 Yogassential uses payment processor, Stripe (See Schedule 3) to process payment

5.2 Yogassential deducts its commission at the point of payment (See Schedule 2)

5.3 Yogassential shall be entitled to Commission following an Introduction and upon the Teacher confirming a booking with a Prospective Client or a Client.

5.4 The amount of commission payable shall be:

5.4.1 for the first Lesson of a Prospective Client, 20% of the Teacher's Income; and thereafter

5.4.2 12.5% of the Teacher's Income

5.5 received under each Relevant Contract (as it may be renewed, extended or amended) from its commencement date (Commission). The Commission shall be inclusive of VAT.

5.6 In the event that a Teacher confirms a booking with a Prospective Client or a Client but thereafter the Teacher cancels a booking, the Commission will still be payable by the Teacher to Yogassential as if the Relevant Contract had been fulfilled.

5.7 In the event of a Prospective Client or Client cancellation Yogassential will take a cancellation fee from the Prospective Client or Client on behalf of the Teacher and shall deduct the Commission from such cancellation fee before passing the balance to the Teacher in accordance with clause 5.6.

5.8 Except where the procedures set out in clause 5.6 and clause 5.7 below have been followed, all Commission payable pursuant to clauses 5.2, 5.3 and 5.4 shall be due to Yogassential (whether invoiced or not) immediately the Teacher is entitled to receive the corresponding payment for Services and shall be deducted by Yogassential from sums collected by Yogassential from Prospective Clients and Clients on the Teacher's behalf.

5.9 Yogassential shall within 2 days of the end of the month in which Yogassential received the corresponding payment for Services send to the Teacher a written statement setting out, in respect of such month, and in respect of each Relevant Contract:

5.9.1 the Commission payable to Yogassential;

5.9.2 the payments for Services received;

5.9.3 any cancellation fee received;

5.9.4 how the Commission has been calculated;

5.9.5 the Income due to the Teacher; and

5.9.6 how the Income has been calculated.

5.10 Yogassential shall invoice the Teacher for the Commission payable in accordance with the statement submitted pursuant to clause 5.6, itemising any applicable VAT. In the event that, despite clause 5.5 above, payment of the Commission has not been withheld by Yogassential then the due date for payment by the Teacher of such Commission shall be the date of the invoice.

5.11 Commission shall be payable to Yogassential in pounds sterling.

5.12 All sums payable under this agreement:

5.12.1 are exclusive of value added tax or other applicable sales tax, which shall be added to the sum in question;

5.12.2 shall be paid in full without any deductions (including deductions in respect of items such as income, corporation, or other taxes, charges and/or duties) except where the payor is required by law to deduct withholding tax from sums payable to the payee. If the payor is required by law to deduct withholding tax, then the payor and the payee shall co-operate in all respects and take all reasonable steps necessary to:

(a) lawfully avoid making any such deductions; or

(b) enable the payee to obtain a tax credit in respect of the amount withheld.

5.13 If the Teacher fails to make any payment due to Yogassential under this agreement by the due date for payment, then, without limiting Yogassential's remedies under clause 9, the Teacher shall pay interest on the overdue amount at the rate of 4% per annum above National Westminster's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Teacher shall pay the interest together with the overdue amount.

5.14 The Teacher shall keep separate accounts and records giving correct and adequate details of all Relevant Contracts entered into by the Teacher, all payments received under them and all deductions made in the calculation of Income. The Teacher shall permit the duly appointed representatives of Yogassential at all reasonable times to inspect all such accounts and records and to take copies of them.

5.15 If any dispute arises as to the amount of Commission payable by the Teacher to Yogassential, the same shall be referred to the Teacher's auditors for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.

5.16 Commission or other compensation shall also be payable where:

5.16.1 the Teacher contracts with a third party in the circumstances described in clause 2.4; and

5.16.2 the Teacher provides the Services to Clients and arranges bookings and takes payment otherwise than via Yogassential; and

5.17 Termination of this agreement, howsoever arising, shall not affect the continuation in force of this clause 5 and the Teacher's obligation to pay Commission to Yogassential in accordance with it.

6. Obligations of the teacher

6.1 The Teacher shall:

6.1.1 use his/her reasonable endeavours to follow up Introductions and to enter into Relevant Contracts for the provision of the Services to Prospective Clients and to provide the Services to Clients as soon as practicable following Introductions;

6.1.2 fulfil bookings made with Prospective Clients and Clients;

6.1.3 agree to be bound by and to abide by the terms of the Stripe Agreement; and

6.1.4 report in writing to Yogassential as and when reasonably requested to do so by Yogassential in respect of the provision of the Services to a Client.

6.2 The Teacher must at all material times act in good faith towards Yogassential.

6.3 The Teacher shall provide Yogassential at all material times with the information Yogassential reasonably requires to carry out its duties, including marketing information for and details of the Services, and information about the Teacher.

6.4 The Teacher shall inform Yogassential immediately if the Teacher suspends or ceases to perform the Services.

6.5 The Teacher shall not be responsible for any costs incurred by Yogassential unless such costs have been agreed by the Teacher in writing, in advance.

7. Confidentiality

7.1 Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 7.2.

7.2 Each party may disclose the other party's confidential information:

7.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 7; and

7.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.3 No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.

8. Commencement and duration


This agreement shall commence on the date when the yoga teacher submits their application to Yogassential.

9. Termination

9.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

9.1.1 [the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 2 days after being notified [in writing] to make such payment;]

9.1.2 the other party commits a material breach of any [other] term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 2 days after being notified [in writing] to do so;

9.1.3 [the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;]

9.1.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 OR (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 OR (being a partnership) has any partner to whom any of the foregoing apply;

9.1.5 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (being a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

9.1.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

9.1.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

9.1.8 the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

9.1.9 a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

9.1.10 the other party (being an individual) is the subject of a bankruptcy petition or order;

9.1.11 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;

9.1.12 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 8.1(d) to clause 8.1(k) (inclusive);

9.1.13 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or

9.1.14 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.

10. Consequences of termination

10.1 On termination of this agreement, the following clauses shall continue in force: clause 1, clause 5, clause 7 and clause 10 to clause 19 (inclusive).

10.2 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

11. No partnership or agency

11.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

11.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

12. Entire agreement

12.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

12.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

12.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

12.4 Nothing in this clause shall limit or exclude any liability for fraud.

13. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14. Assignment and other dealings

This agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

15. Waiver

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16. Severance

16.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

16.2 If one party gives notice to the other of the possibility that any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

17. Notices

17.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier or email.

17.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 17.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by email, one Business Day after transmission.

17.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

18. Third party rights

No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

19. Governing law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

20. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).



By submitting your application form, you have agreed to accept this agreement.

SCHEDULE 1 - Mandatory Policies
Mandatory Policies
Standards for all Teachers

  • All communication with Potential Clients and Clients will be through Yogassential Head Office
  • Teachers must maintain their own appropriate yoga teacher insurance
  • Teachers are expected to be timely - arriving at the location 5 mins before the lesson is due to commence
  • Teachers must provide a full, 60 minute lesson with exercises appropriate to the Client's requirements
  • Teachers are expected to be appropriately dressed
  • Teachers must acknowledge unless specifically consented to by a Client, you may not include or allow in your yoga lesson individuals other than a Client and any individuals authorised by such Client, during the performance of Services for such Client.
  • Teachers may be required to wear Yogassential branded clothing to provide Services to Clients
SCHEDULE 2 - Booking & Payment Procedure
Booking process for all Teachers

  • Client specifies the location, time and teacher they'd like to book for their yoga lesson; adding their payment details before confirming their booking through the app
  • 72 hours before the lesson Yogassential will deduct payment for the lesson from the client's chosen payment method
  • The Yoga teacher will then receive an email confirming the time, date, location and type of yoga lesson the client has requested with any additional notes (if input by the client) and must confirm their availability for the lesson by clicking the link in the email which takes them to their web panel
  • Once confirmed the yoga teacher is all set to attend the yoga lesson at the specified time and place, assured that payment has already been taken from the client
  • On arrival at the location the teacher must confirm in the web panel that they have started the lesson.
  • We provide our teacher's with access to a client consultation form that acts as a waiver available at https://drive.google.com/file/d/0B3k-NHmiRDXgZjJwNVU1TUo3VWM/view?usp=sharing for teachers to print off for first time clients in advance of their first lesson






Payment Procedure

Requirements

Yogassential uses payment provider, Stripe Connect to process payments (see Schedule 3)

Yogassential sets up each teacher with their own Stripe account, administered by Yogassential when they join the Yogassential platform

Yogassential requires that teachers provide their residential addresses and date of birth in order to create the Stripe account

Yogassential may also request additional identity verification in accordance with Stripe's KYC procedures

Yogassential requires the yoga teacher specify the bank account details to which funds will be sent from Stripe, settled weekly



Process

On completion of a yoga lesson the funds captured 72 hours in advance of the lesson are allocated to the yoga teacher's Stripe account

Yogassential receives its commission directly from the Stripe platform

Lesson revenues are deposited from the teacher's Stripe account to the teacher's provided bank account on a weekly basis

SCHEDULE 3 - The Stripe Agreement
Stripe Connected Account Agreement
Last Updated: September 28, 2016.

About Stripe Connect – Connected Accounts


Thank you for using Stripe Connect. Stripe Connect allows third-party platform providers to help you create and administer your Stripe account, and may provide additional services directly to you or your customers. This agreement governs your use of Stripe Connect and describes how a platform provider may help you manage your Stripe account. Any platform provider that uses Stripe to accept payments or manage your Stripe account must inform you that it does so.



Stripe Connected Account Agreement



This Stripe Connected Account Agreement is a legal agreement ("Connected Account Agreement") between you, the person or legal entity (including sole proprietors) that you identified to Stripe on the registration page or provided to a Connect Platform ("Connected Account" or "you") and Stripe ("Stripe"). Your use of the Services is subject to your acceptance of the terms and conditions of this Connected Account Agreement. Your continued use of the Services represents your express consent to the terms and conditions contained in this Connected Account Agreement, including the Stripe Services Agreement ("Stripe Services Agreement"), and updates or modifications that may be made occasionally by Stripe. The Stripe Services Agreement may also incorporate separate agreements with financial services providers (each a "Financial Services Provider").



This Connected Account Agreement governs your use of Stripe Connect and management of your Connected Account by Connect Platforms. This management includes use and administration of data about you or your transactions provided to Stripe ("Data") and initiating Activity. As used in this Connected Account Agreement, any action submitted using the Stripe Connect API on behalf of a Connected Account is referred to as "Activity," which includes initiating charges or Refunds, handling Chargebacks or disputes, and other functions available through Stripe Connect.



You represent to Stripe that all of the information that you provide to us directly or through the Connect Platform is accurate and complete, and that you are authorized to agree to this Connected Account Agreement on behalf of the Connected Account. You agree to the terms and conditions provided in this Connected Account Agreement and to the Stripe Services Agreement, and understand that your use of the Services and Stripe Connect are subject to your acceptance of these terms and conditions.



1. Relationship to Other Agreements



By using Stripe Connect, including the Services, you expressly agree to abide by the terms and conditions of this Connected Account Agreement, the Stripe Services Agreement, and to any updates or modifications to either of those documents that may occasionally be made by Stripe. The Stripe Services Agreement is incorporated into this Connected Account Agreement by reference as it relates to your use of the Services. This Connected Account Agreement contains additional terms and conditions relating to your use of the features of Stripe Connect made available to Connected Accounts. To the extent that there is a conflict between the Stripe Services Agreement and this Connected Account Agreement related to your use of Stripe Connect, this Connected Account Agreement will prevail. Nothing in this Connected Account Agreement alters the terms and conditions of agreements between you and Financial Services Providers. Any capitalized terms that are used but not defined in this Connected Account Agreement are defined in the Stripe Services Agreement.



2. Stripe Connect – Your Connected Account



Stripe Connect allows Connect Platforms to help you integrate Services into your site or application, and manage your Connected Account. When you sell your goods or services, or receive bona fide charitable donations through a Connect Platform that uses the Services, the Connect Platform may agree to perform obligations on your behalf, such as web development or hosting services, customer service, processing of refunds, handling consumer complaints, or other Activity. The specific things that a Connect Platform is agreeing to do for you, if any, are determined by your agreement with that Connect Platform. Stripe is not a Connect Platform, and only provides the Services described in this Connected Account Agreement and the Stripe Services Agreement. You do, however, appoint Stripe as one of your payments agents for the limited purposes of directing, receiving, holding and settling payment card proceeds to you, and you agree that Stripe's receipt of payment processing proceeds satisfies your customers' obligations to make payment to you.



Through Stripe Connect, you can delegate the creation and management of portions of your Connected Account to a Connect Platform. You consent to Stripe's disclosure of Data (which may include your name and address, and information regarding the transactions that you process through the Services) to the Connect Platform, Financial Services Providers, and our service providers to facilitate the provision of Services to you through Stripe Connect. You also consent to Stripe's use of information provided to Stripe or collected by us as part of providing the Services for our internal analyses and fraud monitoring. For more information regarding Stripe's use of your data, please review Stripe's Privacy Policy.



3. Your Obligations



You agree to comply with all applicable laws or regulations, payment network rules (including the Network Rules), agreements with third parties that are binding on you, and this Connected Account Agreement (including the Stripe Services Agreement) when using Services. You are solely responsible for, and Stripe disclaims all liability for, the provision of any goods or services sold to your customers or users as part of your use of Services, and any obligations you may owe to your customers or users. While you may agree to share some liability with the Connect Platform, you are financially liable to Stripe for Disputes, Chargebacks, Refunds, and any fines that arise from your use of the Services. These obligations are described in more detail in Section C of the Stripe Services Agreement.



Depending on the Connect Platform, you may have access to directly manage your Connected Account through the Stripe dashboard. If such access is made available to you, you are responsible for all actions taken on your Connected Account through the Stripe dashboard, including the initiation of Refunds or changing of depository bank information. Alternatively, the Connect Platform may manage your account on your behalf.



Your Connect Platform may choose to allow you to receive payment processing proceeds via settlement into a bank account connected to your debit card ("Instant Payout"). Your Connect Platform will let you know if there is a fee associated with your use of Instant Payouts. If you elect to use Instant Payouts, Stripe will attempt to settle your payment processing proceeds within minutes of receiving your request. Depending on your bank, it may take up to two business days for your payment processing proceeds to settle via Instant Payouts. We and your Connect Platform reserve the right to change or suspend Instant Payouts to you: (i) due to pending, anticipated, or excessive Disputes, Chargebacks, Refunds, or Reversals; (ii) in the event of suspected or actual fraudulent, illegal or other malicious activity; or (iii) where we are required by Law or court order.



4. Relationship to Connect Platforms



As part of your use of Stripe Connect, you understand and agree that Stripe and the Connect Platform will share some Data about you and Activity on your Connected Account. This may include information you provide to create your Connected Account to Stripe or the Connect Platform, or information about transactions submitted by your customers to Stripe. Connect Platforms will never have access to full credit card information provided by your customers. You understand and agree that Connect Platforms and Stripe can share such Data to provide services to you.



The pricing for your use of the Services with a Connect Platform will depend on your agreement with the Connect Platform. Pricing from the Connect Platform may include fees for your use of the Connect Platform's services that are separate from fees owed for the Services. Stripe will receive fees for your use of the Services. The fees for the Services will not exceed the amounts posted on our web site. In addition, the Connect Platform may charge you fees for the services it provides you. You agree that Stripe will have the right to deduct both Stripe's fees for Services and the Connect Platform fees specified to us by the Connect Platform. Stripe does not control and is not responsible for Connect Platform fees charged to you, which are based on your agreement with and use of the Connect Platform. All fees charged to you should be made clear to you in your agreement with each Connect Platform.



5. Limitations on Stripe's Liability



Stripe is not responsible for the acts or omissions of any Connect Platform in providing services to you or your customers, nor is Stripe responsible for your obligations to your customers (including but not limited to properly describing the nature of or delivering the goods or services being sold to your customers). You are solely responsible for, and Stripe expressly disclaims all liability for, your complying applicable laws and obligations related to your provision the goods or services to your customers, or receipt of bona fide charitable donations. This may include providing customer service, notification and handling refunds or consumer complaints, provision of receipts, registering your legal entity, or other actions not related to the Services. You agree to indemnify Stripe for any losses we incur based on your failure to properly describe or deliver goods or services, or comply with your legal or contractual obligations to your customers.



6. Other General Legal Terms



a. Term, Termination, and the Effects of Termination: The term of this Connected Account Agreement will begin when you register your Connected Account with a Connect Platform and will end when terminated by you or by Stripe, as described in this Connected Account Agreement. You may terminate this Connected Account Agreement at any time by providing notice to Stripe and immediately ceasing your use of Stripe Connect. However, if you commence using Stripe Connect again, you are consenting to this Connected Account Agreement. Stripe may terminate this Connected Account Agreement (a) where you are in breach of this Connected Account Agreement and fail to cure the breach upon 30 days' notice by Stripe (such notice only being required if curing the breach is feasible); (b) upon 120 days' notice for any reason; (c) where the Connected Account is the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding; or (d) where required to do so by demand of Financial Services Providers, the Card Networks, or under court or legal order.



Section 5 and all provisions giving rise to continuing obligations will survive termination of this Connected Account Agreement. As stated above, the Stripe Services Agreement governs your use of Services, so the termination of this Connected Account Agreement will not immediately trigger termination of the Stripe Services Agreement. All obligations in the Stripe Services Agreement will only be terminated when done so under the terms and conditions of the Stripe Services Agreement.



b. Governing Law, Disputes, and Interpretation: The provisions of the applicable Stripe Services Agreement governing applicable law (jurisdiction), location of suits and disputes (venue), and any method for dispute resolution are incorporated into this Connected Account Agreement by reference. Headings are included for convenience only, and should not be considered in interpreting this Connected Account Agreement. This Connected Account Agreement does not limit any rights of enforcement that we may have under trade secret, copyright, patent, or other laws. Our delay or failure to assert any right or provision under this Connected Account Agreement does not constitute a waiver of such right or provision. No waiver of any term of this Connected Account Agreement will be deemed a further or continuing waiver of such term or any other term.



c. Right to Amend: Stripe may amend this Connected Account Agreement upon notice to you, which may be provided through email, the Stripe dashboard, and/or Stripe's web site. You agree that any changes to this Connected Account Agreement will be binding on you within 7 days of such notice. If you elect to not accept the changes to this Connected Account Agreement, you must (a) provide notice to Stripe and (b) immediately cease using Stripe Connect. Where no such notice is provided or where you continue to use Stripe Connect, you agree that you are consenting to any such changes to the Connected Account Agreement.



d. Assignment: You may not assign or attempt to assign this Connected Account Agreement without the express consent of Stripe in advance. While we will generally consent to such an assignment where we consider it reasonable, we are not required to and will deny requests where such an assignment would violate this Connected Account Agreement (such as assignment to a prohibited business) or would pose a material risk to Stripe or our partners.



e. Entire Agreement: This Connected Account Agreement constitutes the entire agreement between you and Stripe with respect to Stripe Connect. Except where expressly stated in a separate agreement duly executed by Stripe, if there is any conflict between this Connected Account Agreement and any other Stripe agreement related to Stripe Connect, this Connected Account Agreement will prevail. Keep in mind, however, that with regard to your use of the Services for your own purposes (i.e. to receive payment for products or services you provide), the Stripe Services Agreement will prevail. These terms and conditions describe the entire liability of you and Stripe, and set forth your exclusive remedies with respect to Stripe Connect. If any provision of this Connected Account Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it should be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.



Thank you and welcome to Stripe Connect!