VetDrive Payments — Terms & Conditions

Vetdrive facilitates the Payment Services on behalf of the Customer through the Vetdrive platform. The Payment Services are provided by the Payment Provider, which is the regulated entity responsible for processing Transactions, holding funds, and settling Payouts. The Customer agrees to accept the Payment Provider’s terms and conditions as part of the onboarding process.

The Payment Services may include any or all of the following Payment Channels, depending on the services enabled for the Customer:

• aPOS terminal payments using a Payment Terminal provided by Vetdrive;
• bpayment links enabling the Customer to send payment requests to clients electronically; and
• cMOTO payments enabling the Customer to process card-not-present transactions by telephone.

The Customer acknowledges that different Payment Channels may carry different Processing Fees, as set out in the Rate Card. Where a Payment Channel is enabled by default as part of the Payment Services (such as payment links bundled with a Payment Terminal), the applicable fees for that channel are as stated in the Rate Card.

The Customer acknowledges that the Payment Services are subject to the ongoing approval of the Payment Provider and the relevant Card Scheme operators. The Payment Provider or a Card Scheme operator may require Vetdrive to suspend or terminate the Customer’s access to the Payment Services, and Vetdrive shall not be liable to the Customer for any loss arising from such suspension or termination.

The Customer shall use the Payment Services solely for the purpose of accepting payments for veterinary goods and services provided by the Customer in the ordinary course of business.

Vetdrive reserves the right to modify, update, or discontinue any aspect of the Payment Services at any time. Where such changes materially affect the Customer, Vetdrive shall provide reasonable notice.

Before or during the activation of the Payment Services, the Customer shall complete all onboarding requirements as directed by Vetdrive and/or the Payment Provider, including but not limited to:

• aproviding accurate and complete business details, including registered company name, company registration number, registered address, and trading address;
• bproviding valid bank account details (IBAN/BIC) for the designated payout account;
• cproviding details of all beneficial owners and persons with significant control over the Customer’s business, together with such identification documents (such as a driver’s licence, passport, or national identity card) as may be required;
• dcompleting all know-your-customer (“KYC”), anti-money laundering (“AML”), and anti-terrorism financing checks required by the Payment Provider and/or applicable law; and
• eaccepting the Payment Provider’s terms and conditions.

The Customer shall ensure that all information provided during onboarding and at all times thereafter is accurate, complete, and up to date. The Customer shall promptly notify Vetdrive of any change to its business name, address, ownership, legal structure, beneficial owners, bank account details, or the nature of goods and services offered.

The Customer acknowledges that the Payment Services are provided subject to the satisfactory completion of all onboarding requirements. Vetdrive reserves the right to delay activation of the Payment Services until all required information and documentation has been provided and verified.

Where the Customer has been granted access to the Payment Services prior to executing this Agreement (for example, during a transitional or pilot period), the Customer acknowledges that:

• aProcessing Fees during such period shall be at Vetdrive’s standard variable rates, as communicated to the Customer, until the Customer has signed a Rate Card; and
• bthis Agreement and the accompanying Rate Card, once signed, shall apply to all Transactions processed from the Commencement Date and shall supersede any prior informal arrangements in relation to the Payment Services.

The Customer’s Processing Fees are set out in the Rate Card issued by Vetdrive and signed by the Customer. The Rate Card is incorporated into and forms part of this Agreement.

Processing Fees may vary depending on:

• athe Payment Channel used (POS, payment link, MOTO);
• bthe type of card presented (personal debit, business debit, personal credit, commercial credit);
• cthe Card Scheme (Visa, Mastercard, or other);
• dthe country of issue of the payment card;
• echanges to interchange fees, scheme fees, or regulatory requirements imposed by Card Schemes, the Payment Provider, or applicable law; and
• fchanges to the Payment Provider’s pricing.

Processing Fees are deducted automatically by the Payment Provider from Transaction proceeds before settlement to the Customer’s designated bank account, unless an alternative billing arrangement (such as gross settlement with separate invoicing) has been agreed between the parties in writing.

Processing Fees charged for executing a Transaction shall not be refunded to the Customer in the event a Transaction is subsequently refunded or made subject to a Chargeback.

Vetdrive reserves the right to adjust the Processing Fees from time to time. The Customer will be given not less than thirty (30) days’ written notice of any change to the Processing Fees. A rate change notification does not require a new signature from the Customer; continued use of the Payment Services after the effective date of the change constitutes acceptance of the revised fees. If the Customer does not accept the revised fees, the Customer may terminate this Agreement by giving written notice within that thirty (30) day notice period.

Where the Customer has not yet signed a Rate Card, Processing Fees shall be at Vetdrive’s standard variable rates as communicated to the Customer from time to time. The Customer acknowledges that such rates may differ from the rates that will apply once a Rate Card has been agreed and signed.

Where Vetdrive provides the Customer with a Payment Terminal, the Payment Terminal shall remain the property of Vetdrive (or the Payment Provider) at all times. The Customer is granted a licence to use the Payment Terminal solely for the purpose of accepting payments through the Vetdrive platform.

The specific terms of the Payment Terminal provision (whether by way of loan, lease, or otherwise) and any associated fees shall be agreed between Vetdrive and the Customer on a per-clinic basis and confirmed in writing. Where a Payment Terminal is provided at no charge, the Customer acknowledges that this is conditional on the Customer’s continued use of the Payment Services and does not transfer ownership of the device.

The Customer shall not:

• asell, rent, sub-licence, transfer, or otherwise make available any Payment Terminal to any third party;
• bmodify, tamper with, or alter the software or hardware of any Payment Terminal in any way; or
• cuse a Payment Terminal for any purpose other than accepting payments through the Vetdrive platform.

Upon the occurrence of any of the following, the Customer shall return all Payment Terminals to Vetdrive within fourteen (14) days, at the Customer’s expense:

• atermination or expiry of this Agreement;
• bcessation of the Customer’s use of the Payment Services; or
• ca request by Vetdrive to return or replace a Payment Terminal.

Payment Terminals must be returned in reasonable working condition, allowing for normal wear and tear. Vetdrive reserves the right to charge the Customer for the replacement cost of any Payment Terminal that is lost, stolen, damaged beyond normal wear and tear, or not returned within the fourteen (14) day period specified in clause 5.4.

Payment Terminals contain sensitive and proprietary data and must be disposed of in a manner compliant with PCI DSS. The Customer shall not attempt to dispose of, destroy, or recycle any Payment Terminal and shall return all devices to Vetdrive for proper disposal.

The Customer shall promptly install any software or firmware updates to Payment Terminals as required by Vetdrive or the Payment Provider.

Where a Payment Terminal develops a fault during normal use that is not attributable to misuse, negligence, or damage by the Customer (a “Manufacturer Defect”), Vetdrive shall replace the faulty terminal within a reasonable timeframe at no charge to the Customer. The Customer shall return the faulty terminal to Vetdrive in accordance with clause 5.4.

Where the Customer requires additional Payment Terminals beyond those initially provided, or where a Payment Terminal requires replacement due to damage caused by the Customer (including but not limited to broken screens, cracked glass, liquid damage, or physical impact), Vetdrive shall supply a replacement terminal at cost price. The cost price shall be communicated to the Customer before the replacement is dispatched and shall be payable in full before or on delivery.

There shall be no monthly rental, lease, or recurring hardware charge for Payment Terminals provided under this Agreement, whether provided as part of the initial setup or as a replacement.

The Payment Provider shall cause Transaction proceeds (less applicable Processing Fees and any other deductions permitted under this Agreement or the Payment Provider’s terms) to be paid out to the Customer’s designated bank account in accordance with the payout schedule communicated to the Customer from time to time. Vetdrive facilitates this process through the platform but does not itself hold, control, or disburse the Customer’s funds.

Where an alternative settlement arrangement has been agreed in writing (such as gross settlement with fees invoiced separately at end of month), the terms of that arrangement shall apply in place of the default settlement model described in clause 6.1.

It is the Customer’s responsibility to ensure that its designated bank account details are accurate and up to date. Neither Vetdrive nor the Payment Provider shall be liable for any loss arising from incorrect bank account details provided by the Customer.

The Payment Provider may maintain a minimum balance on the Customer’s payment account to cover potential Chargebacks, Refunds, and other financial obligations arising in connection with the Payment Services. The minimum balance amount shall be determined by the Payment Provider (or by Vetdrive on the Payment Provider’s behalf) from time to time and communicated to the Customer.

The Payment Provider (or Vetdrive acting on the Payment Provider’s behalf) reserves the right to delay, suspend, or withhold Payouts in any of the following circumstances:

• awhere there is a reasonable suspicion of fraudulent, illegal, or suspicious activity on the Customer’s account;
• bwhere required by the Payment Provider, a Card Scheme operator, or applicable law;
• cwhere the Customer is in breach of this Agreement or the Payment Provider’s terms;
• dwhere necessary to conduct an investigation or resolve a pending dispute; or
• eduring the Customer’s initial onboarding period.

The Customer shall not receive interest or any other earnings on funds held in the Customer’s payment account. Such funds are held by the Payment Provider in accordance with its regulatory obligations.

A Chargeback occurs where a Transaction is reversed, disputed, or charged back by a client, the client’s card issuer, a Card Scheme operator, or the Payment Provider for any reason, including but not limited to disputed transactions, unauthorised transactions, or transactions in breach of Card Scheme rules.

The Customer is solely responsible for all Chargebacks on its account, regardless of whether there are sufficient funds in the Customer’s payment account to cover the Chargeback amount. For each Chargeback, a non-refundable Chargeback administration fee of €8.20 shall be charged to the Customer’s payment account in addition to the Chargeback amount.

Where a Chargeback or Refund causes the Customer’s payment account balance (as maintained by the Payment Provider) to become negative, the Customer shall restore the account to a zero or positive balance within twenty-one (21) days. If the Customer fails to do so, the outstanding amount may be recovered by any or all of the following means:

• athe Payment Provider deducting the amount from future Payouts;
• bVetdrive setting off the amount against any other sums owed by Vetdrive to the Customer under this Agreement or any other agreement between the parties; or
• cVetdrive invoicing the Customer directly, with payment due within seven (7) days of invoice date.

The Customer shall cooperate fully with Vetdrive and the Payment Provider in investigating and responding to Chargebacks, including providing all requested documentation within ten (10) business days of the request. Failure to cooperate may result in the Chargeback becoming irreversible.

If an excessive volume of Chargebacks is identified on the Customer’s account (as determined by the Payment Provider, a Card Scheme operator, or Vetdrive in its reasonable discretion), Payouts may be delayed, the minimum balance on the Customer’s account may be increased, or the Payment Services may be suspended or terminated.

The Customer shall process Refunds through the Vetdrive platform only. The Customer shall not provide cash refunds for card Transactions unless required by law. The amount of a Refund must not exceed the amount of the original Transaction.

Vetdrive shall make the following reporting available to the Customer in connection with the Payment Services:

• aLive transaction reporting: the Customer shall have access through the Vetdrive platform to real-time or near-real-time reports showing individual Transactions, Refunds, Chargebacks, and Payout details. This information is available to the Customer on an ongoing basis throughout the term of this Agreement.
• bMonthly statements: Vetdrive shall provide the Customer with a monthly summary statement covering all Transactions, Processing Fees, deductions, Chargebacks, Refunds, and Payouts for the preceding calendar month. Monthly statements shall be delivered electronically, either through the Vetdrive platform or by email to the Customer’s registered email address, or by such other electronic medium as Vetdrive may make available from time to time.

The Customer is responsible for reviewing both live transaction reports and monthly statements. The Customer shall notify Vetdrive of any error or discrepancy within thirty (30) calendar days of the monthly statement being made available. Failure to raise an objection within this period shall be deemed acceptance of the statement.

Vetdrive reserves the right to correct any errors in statements or Payouts at any time, including by way of adjustment to subsequent Payouts.

Vetdrive may change the format, content, or delivery method of reports and statements from time to time as the platform develops. The Customer will be notified of any material changes to reporting.

This Agreement operates on a month-to-month basis. Either party may terminate this Agreement by giving thirty (30) days’ written notice to the other party. There is no minimum term or lock-in period.

Vetdrive (or the Payment Provider) may suspend or terminate the Customer’s access to the Payment Services immediately and without prior notice where:

• arequired by the Payment Provider, a Card Scheme operator, or applicable law;
• bthe Customer is in material breach of this Agreement, including but not limited to excessive Chargebacks or suspected fraud;
• cthe Customer’s use of the Payment Services poses an unacceptable risk to Vetdrive, the Payment Provider, or Card Scheme operators;
• dthe Customer becomes insolvent, enters receivership, or is unable to pay its debts as they fall due; or
• ethe Customer has failed to complete, sign, or return any required documentation, including this Agreement, the Rate Card, KYC/AML documentation, PCI DSS compliance documentation, or any other document reasonably required by Vetdrive or the Payment Provider for the continued provision of the Payment Services.

Without limiting clause 9.2(e), Vetdrive shall be entitled to suspend the Payment Services where the Customer has been given reasonable notice (being not less than fourteen (14) days) to sign and return required documentation and has failed to do so within the specified period.

Upon termination of this Agreement (howsoever arising):

• athe Customer shall immediately cease using the Payment Services;
• bthe Customer shall return all Payment Terminals to Vetdrive within fourteen (14) days in accordance with clause 5.4;
• cthe Customer shall pay all outstanding amounts owed to Vetdrive; and
• dthe Payment Provider shall be entitled to withhold a reserve from the Customer’s payment account for a period of up to six (6) months following the effective date of termination to cover potential Chargebacks, Refunds, fines, and other liabilities that may arise after termination. Vetdrive facilitates this reserve process on behalf of the Payment Provider.

Any remaining funds in the Customer’s payment account shall be released to the Customer by the Payment Provider after the reserve period referred to in clause 9.4(d), less any amounts properly deducted.

Termination of this Agreement shall not release the Customer from any liability arising prior to or as a consequence of termination, including outstanding Chargebacks, negative balances, or fines.

Termination of this Agreement shall not affect the Vetdrive Software Support Agreement, which shall continue in accordance with its own terms.

The Customer shall comply at all times with all applicable laws, regulations, and Card Scheme rules in connection with its use of the Payment Services.

The Customer agrees to comply with the Payment Provider’s terms and conditions and all applicable Card Scheme rules, including any amendments to those rules from time to time. The Customer acknowledges that Card Scheme operators may require Vetdrive or the Payment Provider to limit or terminate the Payment Services at any time.

The Customer shall not use the Payment Services for any transaction relating to goods or services that are prohibited or restricted by applicable law, Card Scheme rules, or the Payment Provider’s policies.

The Customer shall complete all required PCI DSS compliance steps as directed by Vetdrive and/or the Payment Provider, and shall comply with applicable PCI DSS requirements throughout the term of this Agreement. In particular, the Customer shall:

• aensure the security of all payment card data handled by the Customer;
• blimit access to payment functionality and Payment Terminals to authorised personnel only;
• cimmediately report to Vetdrive any loss or theft of a Payment Terminal or any suspected security breach;
• dkeep all devices used in connection with the Payment Services free from malware and unauthorised software, and apply all available firmware and software updates promptly; and
• enot store, record, or retain any payment card data (including card numbers, expiry dates, or CVV codes) in any form, unless expressly authorised by the Payment Provider.

The Customer shall immediately notify Vetdrive of any suspected fraud, illegal activity, or unauthorised use of the Payment Services.

The Customer shall promptly provide Vetdrive with all information reasonably requested for the purposes of regulatory reporting, Card Scheme compliance, anti-money laundering obligations, or any audit or investigation by the Payment Provider, a Card Scheme operator, or a regulatory authority.

The Customer acknowledges that Card Scheme operators (including Visa and Mastercard) may levy significant fines for violations of their rules by merchants. Such fines may be imposed on Vetdrive or the Payment Provider as a result of the Customer’s non-compliance.

The Customer shall indemnify and hold harmless Vetdrive, its affiliates, and the Payment Provider against all fines, penalties, losses, costs, claims, and expenses (including legal fees) arising from or in connection with:

• athe Customer’s breach of Card Scheme rules, applicable law, or the terms of this Agreement;
• bany Chargeback, Refund, or disputed Transaction on the Customer’s account;
• cany fraudulent, illegal, or unauthorised activity in connection with the Customer’s use of the Payment Services; or
• dany breach by the Customer of its PCI DSS or data security obligations.

The Payment Services are facilitated by Vetdrive on an “as is” and “as available” basis. Vetdrive does not warrant that the Payment Services will be uninterrupted, error-free, or available at all times. The Customer acknowledges that the processing, authorisation, and settlement of Transactions involves the Payment Provider and other third-party systems outside Vetdrive’s control.

Vetdrive shall not be liable for any loss or damage arising from:

• adelays or failures in the processing, authorisation, or settlement of Transactions caused by the Payment Provider, Card Scheme operators, issuing banks, or any other third party;
• bthe suspension or termination of the Payment Services by the Payment Provider or a Card Scheme operator;
• cany act or omission of the Customer’s clients in connection with a Transaction, including Chargebacks and disputed Transactions; or
• dany loss arising from incorrect bank account details provided by the Customer.

To the maximum extent permitted by applicable law, Vetdrive’s total aggregate liability to the Customer under or in connection with this Agreement (whether in contract, tort, negligence, or otherwise) shall not exceed the total Processing Fees paid by the Customer to Vetdrive in the three (3) months immediately preceding the event giving rise to the claim.

The limitation in clause 12.3 shall not apply to the Customer’s obligations to indemnify Vetdrive under clause 11 or to settle negative balances under clause 7.3, which shall not be subject to any cap on liability.

Nothing in this Agreement shall exclude or limit liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

Each party shall comply with its obligations under applicable data protection legislation, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and the Data Protection Acts 1988 to 2018 (as amended), in connection with the Payment Services.

To the extent that Vetdrive processes personal data on behalf of the Customer in connection with the Payment Services, Vetdrive shall act as a data processor within the meaning of Article 28 GDPR. The terms of such processing are set out in Schedule 2 (Data Processing Agreement) to this Agreement, which is incorporated into and forms part of this Agreement.

The Customer acknowledges that Transaction data (including Cardholder data) is processed by the Payment Provider as an independent data controller or joint controller for the purposes of Transaction processing, authorisation, settlement, fraud prevention, regulatory compliance, and dispute resolution. The Customer agrees to the Payment Provider’s privacy policy as part of the onboarding process.

The Customer shall not process, store, or transmit Cardholder data except to the extent strictly necessary for the use of the Payment Services and in accordance with PCI DSS requirements and applicable data protection legislation.

Each party shall keep confidential all information of a confidential nature received from the other party in connection with this Agreement and shall not disclose such information to any third party without the prior written consent of the other party, except as required by law, regulation, or Card Scheme rules.

The obligations of confidentiality in this clause shall survive termination of this Agreement.

This Agreement is governed by and shall be construed in accordance with the laws of Ireland. The courts of Ireland shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

Vetdrive reserves the right to amend these Terms & Conditions from time to time. The Customer will be given not less than thirty (30) days’ written notice of any material change. Continued use of the Payment Services after the effective date of any amendment constitutes acceptance of the revised terms. An amendment to these Terms & Conditions does not require a new signature from the Customer.

The Customer shall have no right to delegate, assign, or subcontract any obligations under this Agreement to any person without the prior written consent of Vetdrive.

Vetdrive and its permitted assigns may assign the rights and obligations under this Agreement within Vetdrive’s group of companies, or with the Customer’s consent outside its group.

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right.

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.

This Agreement, together with the Rate Card, Schedule 2 (Data Processing Agreement), and any other documents referred to herein, constitutes the entire agreement between the parties in relation to the Payment Services and supersedes all prior communications, representations, and agreements (whether oral or written) relating to the Payment Services.

Vetdrive processes personal data solely for the purpose of providing the Payment Services to the Customer, including facilitating Transaction processing, settlement, reporting, support, and compliance with regulatory obligations.

The categories of personal data processed include: Cardholder name, card number (tokenised/masked), Transaction amount, Transaction date and time, payment method, and such other data as is necessary for the processing and settlement of Transactions.

The data subjects are the Customer’s clients (Cardholders) whose payment card data is processed through the Payment Services.

Vetdrive shall process personal data only on the documented instructions of the Customer, unless required to do so by applicable law. Where Vetdrive is required by law to process personal data other than on the Customer’s instructions, Vetdrive shall inform the Customer of that legal requirement before processing (unless prohibited by law from doing so).

Vetdrive shall ensure that persons authorised to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

Vetdrive shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including as appropriate:

• aencryption of personal data in transit and at rest;
• bthe ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems;
• cthe ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; and
• da process for regularly testing, assessing, and evaluating the effectiveness of technical and organisational measures.

The Customer provides general authorisation for Vetdrive to engage sub-processors in connection with the Payment Services. As at the date of this Agreement, the sub-processors are:

• aAdyen N.V. — payment processing, fund holding, and settlement;
• bAmazon Web Services (AWS) — cloud infrastructure and hosting.

Vetdrive shall inform the Customer of any intended changes concerning the addition or replacement of sub-processors, giving the Customer the opportunity to object to such changes. If the Customer objects on reasonable grounds and the objection is not resolved, the Customer may terminate this Agreement.

Vetdrive shall ensure that any sub-processor is bound by data protection obligations no less protective than those set out in this Schedule.

Vetdrive shall notify the Customer without undue delay, and in any event within seventy-two (72) hours, after becoming aware of a personal data breach affecting personal data processed under this Agreement.

The notification shall include, to the extent available: the nature of the breach, the categories and approximate number of data subjects and records concerned, the likely consequences, and the measures taken or proposed to address the breach.

Vetdrive shall make available to the Customer all information necessary to demonstrate compliance with Article 28 GDPR and shall allow for and contribute to audits, including inspections, conducted by the Customer or an auditor mandated by the Customer, subject to reasonable notice and confidentiality obligations.

Where Vetdrive’s compliance can be demonstrated through the provision of a relevant third-party audit report or certification (such as PCI DSS, SOC 2, or ISO 27001), Vetdrive may provide such report in lieu of a direct audit, provided it is reasonably current and covers the relevant processing activities.

Upon termination of this Agreement, Vetdrive shall, at the Customer’s choice, delete or return all personal data processed under this Agreement and delete existing copies, unless applicable law requires storage of the personal data.

Vetdrive shall certify deletion to the Customer on request.

Vetdrive shall not transfer personal data outside the European Economic Area without ensuring that appropriate safeguards are in place in accordance with Chapter V of the GDPR, including (where applicable) Standard Contractual Clauses or an adequacy decision.