PbN Payments Terms and Conditions

Additional Terms and Conditions for PbN Payments

PLEASE READ THESE PBN PAYMENTS TERMS AND CONDITIONS CAREFULLY AS THEY GOVERN YOUR ACCESS TO AND/OR USE OF THE PBN PAYMENTS PRODUCTS, SERVICES, OR OTHER ONLINE OFFERINGS.  BY SUBMITTING A MERCHANT APPLICATION AND USING PBN PAYMENTS PRODUCTS, SERVICES, OR OTHER ONLINE OFFERINGS, YOU ACKNOWLEDGE YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN ON BEHALF OF THE CUSTOMER AND MERCHANT NAMED IN THE APPLICABLE ORDER FORM (“MERCHANT”) AND THAT YOU HAVE THE RIGHT AND AUTHORITY TO BIND SUCH CUSTOMER AND MERCHANT TO THESE TERMS AND CONDITIONS. TOGETHER, THE ORDER FORM(S) AND THESE TERMS AND CONDITIONS CONSTITUTE THE AGREEMENT BETWEEN CUSTOMER / MERCHANT AND PRACTICE BY NUMBERS. IF MERCHANT DOES NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, MERCHANT MAY NOT USE, AND SHALL CEASE USING, ANY PBN PAYMENTS PRODUCTS, SERVICES, OR OTHER ONLINE OFFERINGS.

Section 1. DEFINITIONS

Capitalized terms will have the meanings set forth in this Section 1, or in the section where they are first used.

1.1 “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Merchant or any Authorized Users to access the PbN Payments Solution.

1.2 “Authorized User” means each of Merchant’s employees, agents, and independent contractors who are authorized to access the PbN Payments Solution pursuant to Merchant’s rights under this Agreement.

1.3 “PbN Payments Solution” means the PbN Payments platform that is designed to allow dentists, dental practices and dental practice chains to collect fees from patients.

1.4 “Services” means any services provided by Practice by Numbers to Merchant under this Agreement, including, but not limited to, provision of the PbN Payments Solution.

1.5 “Scheme Owners” means any providers of financial services who regulates and provides a specific payment method (e.g., Visa, MasterCard).

1.6 “Scheme Rules” means the collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Scheme Owners as may be amended or supplemented over time and with which merchants and payment service providers must comply with when using the relevant payment method.

Section 2. PROVISION OF SERVICES

2.1 Access. Subject to Merchant’s payment of the fees set forth on the Order Form (“Fees”), Practice by Numbers will provide Merchant with access to the PbN Payments Solution. On or as soon as reasonably practicable after the Merchant submits a complete Merchant Application, PbN Payments will provide to Merchant the necessary passwords, security protocols and policies and network links or connections and Access Protocols to allow Merchant its Authorized Users to access the PbN Payments Solution in accordance with the Access Protocols. Merchant will use commercially reasonable efforts to prevent unauthorized access to, or use of, the PbN Payments Solution, and notify Practice by Numbers promptly of any such unauthorized use known to Merchant..

2.2 Support Services. Subject to the terms and conditions of this Agreement, Practice by Numbers will exercise commercially reasonable efforts to (a) provide support for the use of the PbN Payments Solution to Merchant and (b) keep the PbN Payments Solution operational and available to Merchant.‍ To the maximum extent permitted by law, except as expressly provided in this Agreement, Practice by Numbers performs its obligations under this Agreement without any warranties, express, implied, or statutory.

Section 3. INTELLECTUAL PROPERTY

3.1 Grant of Rights. Subject to the terms and conditions of this Agreement, Practice by Numbers grants to Merchant a non-exclusive, non-transferable, revocable right during the Term for Merchant’s internal business purposes and in accordance with the limitations (if any) set forth in the Order Form. Merchant may permit any Authorized Users to access and use the features and functions of the PbN Payments Solution only as contemplated by this Agreement

3.2 Ownership. The PbN Payments Solution, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Practice by Numbers and its suppliers. All rights in and to the PbN Payments Solution not expressly granted to Merchant in this Agreement are reserved by Practice by Numbers and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Merchant regarding the PbN Payments Solution or any part thereof.

3.3 Feedback. Merchant hereby grants to Practice by Numbers a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Merchant, including Authorized Users, relating to the Services. Practice by Numbers will not identify Merchant as the source of any such feedback.

Section 4. FEES AND EXPENSES; PAYMENTS

4.1 Fees. In consideration for the access rights granted to Merchant and the Services performed by Practice by Numbers under this Agreement, Practice by Numbers will be entitled to the fees set forth on the Order Form (“Fees”). All amounts paid to Merchants by their customers or patients through the PbN Payments Solution (“Patient Payments”) are received through Practice by Numbers’s third party payment processor: Adyen N.V and affiliates (“Payment Processors”). After deducting the Fees along with the refunds or chargebacks, the Payment Processors will forward Patient Payments to Merchants to the Payment Processor’s policy. Practice by Numbers reserves the right to modify the Fees payable hereunder upon written notice to Merchant at least ninety (90) days prior to such modification.

4.2 Debit. Merchant shall agree to make funds available for any refunds, chargebacks, fines or fees accrued but not charges for the Payment Processor and Practice by Numbers to debit. Merchant authorizes Payment Processor and Practice by Numbers to debit such refunds, chargebacks, fines, or fees to the Merchant’s bank account, including all fees payable to Practice by Numbers by the Customer and Merchant.

4.2 Payment Processors. Merchant acknowledges and agrees that Patient Payments and other payments hereunder that are processed by Adyen N.V. (“Adyen”) under this Agreement are subject to the Adyen for Platforms Terms & Conditions (available at https://www.adyen.com/legal/terms-and-conditions-adyen-for-platforms) (“Adyen Terms and Conditions”). By agreeing to this Agreement, Merchant agrees to both Practice by Numbers and Adyen to be bound by the Adyen Terms and Conditions, as the same may be modified by Adyen from time to time. As a condition of Practice by Numbers enabling payment processing services through Adyen, Merchant agrees to provide Practice by Numbers accurate and complete information about Merchant and Merchant’s business, and Merchant authorizes Practice by Numbers to share such information and transaction information related to Merchant’s use of the payment processing services provided by Adyen. Merchant understands and accepts that Practice by Numbers does not have any control over the Payment Processors or the Services that are reliant on the Payment Processors.

4.3 Taxes. The Fees are exclusive of all applicable sales, use, value-added and other taxes, and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, and Merchant will be responsible for payment of all such taxes fees, duties, and charges and any related penalties and interest, arising from the payment of the fees, the provision of the Services, or the license of the PbN Payments Solution to Merchant.

4.4 Refund Processing and Associated Fees. The Merchant acknowledges that a significant portion of the underlying cost of payment processing is driven by fees assessed by banks and payment networks, such as Visa and Mastercard. These payment networks establish the rules governing which fees apply to refunded payments. In many instances, banks and card networks retain the entire upfront cost of a refunded transaction, and in certain regions or for specific payment types, refunded payments may also incur additional fees.

Practice by Numbers does not return its fees when a payment is refunded. Consequently, if a payment is refunded, the Merchant remains responsible for the processing fees originally incurred for the transaction. The Merchant should factor these considerations into their refund policy and ensure that customers are adequately informed of any potential fees associated with refunds.

‍Section 5. Indemnification

Merchant will defend, indemnify and hold harmless Practice by Numbers from any loss, cost, liability, damage, settlement or other expense (including attorneys’ fees) due to any breach or alleged breach of this agreement, gross negligence or willful misconduct by the Merchant. Merchant is responsible for the use of the Service by any person to whom Merchant has given access to the Service, even if Merchant did not authorize such use.

‍Section 6. Data Processing for the purposes of financial transactions

Merchant consents for Practice by Numbers to share with Payment Processors any information or data required for the purposes of processing Patient Payments or storing payment methods. Such transmission of data shall be exempted from any obligations under the Business Associate Agreement between Practice by Numbers and Merchant as well as the obligations under the Health Insurance Portability and Accountability Act (“HIPAA”) as per Section 1179 of HIPAA. Merchant agrees and acknowledges that Practice by Numbers does not have a Business Associate Agreement with the Payment Processors.

Section 7. Regulatory and Scheme Rule Compliance

Merchant agrees to meet all Scheme Rules, regulatory and legal requirements applicable to Merchant including all applicable reporting, registration, certification, and audit requirements from time to time imposed by the Scheme Owners. For the purposes of such registrations, Merchant has provided the KYC information about itself and its activities as part of the online application to Practice by Numbers and/or the Payment Processors. Merchant shall give Practice by Numbers prompt written notice in case any information registered in that schedule changes. 

Merchant shall ensure the Services are not used for any product or service which appears in Adyen’s Prohibited and Restricted Services and Products List as published on https://www.adyen.com/legal/list-restricted-prohibited.

Merchant is fully responsible and will fully indemnify Practice by Numbers and Adyen for claims, fines and costs caused by any non-compliance by Merchants to applicable laws, Scheme Rules, expressly including any fines imposed by the Scheme Owners or by regulatory authorities on Adyen as a result of such noncompliance, except to the extent that any such liabilities are directly caused by Practice by Numbers’s or Adyen’s gross negligence, fraud, or intentional misconduct. Merchant shall also ensure any usage of features available in PbN Payments solution or Adyen is in compliance by relevant legal and regulatory requirement, as well as the Scheme Rules. Notwithstanding the above, Practice by Numbers or Adyen shall not be responsible for usage of Services non-compliant to such requirements.

Merchant shall only use PbN Payments Solution for the purposes as agreed in the Agreement and shall specifically not perform or allow to be performed any actions detrimental to the security or performance of the PbN Payments Solution

7.2 Compliance with Federal and State Surcharging Regulations. While the PbN Payments Solution includes the functionality to impose surcharges on your customers, it is the sole responsibility of the Merchant to ensure compliance with all applicable federal, state, and local laws and regulations regarding surcharging. The legal requirements surrounding surcharges may vary depending on the jurisdiction in which the Merchant operates, with some states imposing strict limitations or outright prohibitions on the practice. Additionally, federal laws may impose specific disclosure and procedural requirements for surcharges applied to credit or debit card transactions.

The Merchant is responsible for ensuring that any surcharges imposed are lawful, properly disclosed to customers, and in full compliance with any applicable caps or restrictions. Practice by Numbers strongly recommends that the Merchant consult with legal counsel or a qualified compliance professional to ensure adherence to all relevant surcharging laws and regulations.

7.2.1 Indemnification for Surcharging Practices. The Merchant agrees to indemnify and hold harmless Practice by Numbers and Adyen from any and all liabilities, fines, penalties, or legal actions arising from the Merchant’s failure to comply with applicable surcharging laws and regulations. Practice by Numbers is not responsible for monitoring or ensuring the Merchant’s compliance with such laws. The Merchant acknowledges that the use of the surcharging feature within the PbN Payments Solution is at their own risk.

7.2.2 Important Note on Surcharging Compliance. The Merchant acknowledges that non-compliance with surcharging regulations can result in significant legal and financial consequences, including fines, customer disputes, and potential loss of payment processing privileges. It is therefore imperative that the Merchant ensures full compliance with all applicable surcharging laws as part of their payment processing strategy.

Section 8. Changes to Terms and Conditions

Practice by Numbers reserves the right, at its sole discretion, to modify, amend, or update these Terms and Conditions at any time. Such changes will become effective immediately upon posting of the revised Terms and Conditions on the Practice by Numbers website or through other means of notification. The Merchant is responsible for regularly reviewing these Terms and Conditions to ensure continued compliance. Continued use of the PbN Payments Solution and associated services after any such changes constitutes acceptance of the new terms.