Plooto Inc. offers a platform through which businesses can pay all of their suppliers and vendors, make certain types of tax payments and request payments from their clients (“Plooto Platform”). Plooto takes care of the transactions so that its customers can focus on their business.
This agreement (the “Merchant Agreement”) govern the use of the Plooto Platform and forms an agreement between you and Plooto Inc. or the applicable local affiliate set out in Section 12 of the Miscellaneous Section (“Plooto”, “we”, “us”, “our”). By using the Plooto Platform, you agree to be bound by and comply with this Merchant Agreement.
This Merchant Agreement is entered into the earlier of: (a) the date you first use any part of the Plooto Platform; and (b) the date you agree to be bound by this Merchant Agreement (the “Effective Date”).
In order to use the Plooto Platform, you must register for a secure account using credentials that you select (your “Plooto Account”). You represent and warrant that the registration and Plooto Account-related information you provide is accurate and will be kept up-to-date.
In order to activate any Plooto Account, Plooto will need to perform certain background verifications for the purposes of complying with requirements imposed by Plooto’s financial institutions, the rules and regulations of the Canadian Payments Association, as they may be amended or replaced from time to time (the “CPA Rules”) or other regulatory obligations, and to limit fraud and manage risk. Such background verifications may include anti-money laundering, credit score and history and more general “know your client” information. By completing the account sign-up process, you consent to Plooto’s background verifications for the purposes described above.
You represent and warrant that your Plooto Account is being and will only be used by one natural person. If you establish a Plooto Account for your own use, you will not share your Plooto Account or its credentials with any other person. Additional Plooto Accounts are available for other members of your organization. You alone are responsible for any and all activity that occurs in the Plooto Platform through your Plooto Account. Your Plooto Account may be approved by you or an authorized signing authority for the purposes of enabling you to issue payment instructions related to a business bank account at a qualifying financial institution (“Bank Account”).
You agree to take all necessary steps to preserve the confidentiality of, and to prevent the fraudulent or other misuse of, all passwords and forms of security, and identification used in connection with the Plooto Platform and to diligently supervise and monitor the conduct and work of all representatives and employees having any involvement in instructions to or other communications with Plooto. You agree to immediately notify us upon becoming aware of any unauthorized use of your Plooto Account or any other breach of security related to the Plooto Platform or your Plooto Account and provide all reasonable assistance necessary for Plooto to investigate and correct the problem, if one exists.
We will consider any access to the Plooto Platform through the use of your Plooto Account to be duly authorized by you. All instructions and information communicated to us through your Plooto Account or on your behalf by agents or representatives will be binding on you. Individuals who are authorized to issue instructions in connection with a Bank Account may authorize the connection of one or more Plooto Accounts to that Bank Account. If you are authorized to issue instructions in connection with a Bank Account, you confirm that you grant the authority to any employees, agents or other representatives that you permit to use the Plooto Platform on your behalf to legally bind you. Plooto is not required to verify the bona fides of transactions or the actual identity of users. Except as otherwise agreed to in writing by Plooto, Plooto has no obligation to verify any information that you provide or that is provided on your behalf, and Plooto is entitled to rely upon such information. In the event that you wish to revoke the authority for any person to use a Plooto Account in connection with a particular Bank Account, you must notify Plooto either through the Plooto Platform or by contacting us through our support channels, available through https://www.plooto.com.
When you instruct Plooto to pay a supplier or vendor using your Plooto Account credentials, Plooto will initiate an electronic funds transfer from your Bank Account on the date you specify for the amount of the payments to your suppliers or vendors and the amount of any applicable Fees (collectively, the “Transfer Amount”). The Transfer Amount is due effective the date you specify in the instructions you provide using your Plooto Account credentials
Unless Plooto specifies otherwise, you will ensure that all instructions and notices given to Plooto are received in sufficient time to permit a reasonable opportunity to deal with them. Plooto is required to comply with the payment system rules and regulations on clearing and other matters that may prevent Plooto from complying with your instructions for payments or funds transfers if the instructions are not received within time frames required by such rules and regulations.
Plooto will charge you fees for your use of the Plooto Platform on a monthly basis in advance or in arrears and per transaction, as applicable and as described on the Plooto Platform or as otherwise communicated to you in writing by Plooto (the “Fees”). Fees payable are non-refundable. Plooto may change the Fees from time-to-time and the then-current Fees will be communicated to you through the Plooto Platform or directly in writing. Your continued use of the Plooto Platform after the Fees have been changed constitutes your acceptance to such changed Fees. For clarity, Your subscription to the Plooto Platform will automatically renew at its expiry for the same period of time as the initial subscription and at the then-current Fees.
Payment for the Fees will be debited directly from your Bank Account. Your right to order Plooto’s services, use the Plooto Platform or place transactions is subject to any limits established by your financial institution on your Bank Account.
If you believe Plooto has charged you incorrectly, you must contact Plooto no later than 45 days after having been charged Plooto or receiving any invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, you will pay any undisputed Fees and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute.
If Plooto is required by any applicable law to remit an amount for or on account of any taxes in respect of any services provided under this Merchant Agreement and has not collected such tax from you for remittance to the relevant tax authority, then you will pay Plooto the amount of such tax (including any related amount for interest and penalties) within ten (10) days of Plooto’s written request.
In the event that any Transfer Amount is unsuccessfully debited from your Bank Account or, in the case of a payment request, from the payor’s bank account, charged back or otherwise not paid to us, you agree to immediately reimburse Plooto for any fees or other amounts charged to Plooto by its financial institution as a result of the unsuccessful debit of your Bank Account or the payor’s bank account in accordance with your or the payor’s instructions, and to pay Plooto an additional fee of $30 (the “Failed Transaction Fee”).
No interest will accrue or be paid or due to you for any amount that Plooto may receive from you or may hold on your behalf in connection with any transaction made through the Plooto Platform. You will pay interest on any amounts you owe us and that are not paid when due at the rate of twenty-one percent (21%) per annum. All interest will be calculated and payable monthly, not in advance, and if applicable, both before and after demand, default and judgment.
Plooto may make information available through the Plooto Platform outlining the instructions received through Plooto regarding any supplier or vendor paid or payment received for a payment request made, the amount of any Fees or Failed Transaction Fee charged in connection therewith, any Transfer Amounts debited from or credited to your Bank Account, and any interest charges in connection with Plooto’s services (the “Account Statements”). You agree to review and verify the Account Statements and notify Plooto in writing of any errors, irregularities or omissions within thirty (30) days of the availability of the Account Statement through the Plooto Platform. At the end of the thirty (30) day period, it will be conclusively settled between you and Plooto that the information contained in the Account Statement is accurate, that all Fees, Failed Transaction Fees, Transfer Amounts and interest charged, as set out in the Account Statements are properly chargeable, and that you will not be entitled to be credited with any amount not credited in the Account Statement. Notwithstanding the foregoing, Plooto has the right at any time to make adjustments for any amounts improperly credited and any alleged errors, irregularities or omissions outlined in the Account Statement or to charge back items for which payment has not been received.
Plooto’s records will, in the absence of obvious error or as otherwise agreed by Plooto in writing, be conclusive evidence of the information Plooto received and of the transactions between you and Plooto. The computer-generated or electronic records Plooto receives or creates will be admissible in a court of law and you waive any defence as to their admissibility.
In connection with your use of the Plooto Platform, both parties will abide by all applicable statutes, rules, regulations, orders, treaties or other requirements having the force of law, including the CPA Rules (collectively “Applicable Law”). You represent and warrant that the entering into and enforcement of the Merchant Agreement will not violate any Applicable Law, resolution or other restrictions to which it may be subject and that all terms of the Merchant Agreement may be enforced against you.
The Plooto Platform is owned and provided by Plooto Inc. (or Plooto Inc.’s third party suppliers, if applicable). You are granted a limited, revocable, non-transferable, non-exclusive license to use Plooto on computers, smartphones or other mobile devices that you own or control. Plooto can terminate this license at any time and with or without any reason. The Plooto Platform’s layout, content, graphics, photographs, images, audio, video, processes, trademarks, service marks, trade names and other information including, without limitation, the “look and feel” of the Plooto Platform (collectively, the “Content”) contained in the Plooto Platform are proprietary to Plooto, its affiliates and/or third-party licensors. The Content is protected by Canadian, United States and international copyright and trademark laws, and you may not modify, copy, reproduce, publish, post, transmit, distribute, display, perform, create derivative works from, transfer or sell any Content. Any use of third party software or systems provided in connection with the Plooto Platform will be governed by such third parties’ licenses and not this Merchant Agreement.
THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LEGAL WARRANTIES OR CONDITIONS, LIABILITY OR CERTAIN DAMAGES OR LIMITATIONS OF REPRESENTATIONS MADE CONCERNING GOODS OR SERVICES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE BELOW EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
THE PLOOTO PLATFORM IS BEING PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. PLOOTO DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PLOOTO DOES NOT PROVIDE ANY WARRANTIES OR CONDITIONS THAT YOUR USE OF THE PLOOTO PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PLOOTO INC. MAY CORRECT, MODIFY, AMEND, ENHANCE, IMPROVE AND MAKE ANY OTHER CHANGES TO PLOOTO AT ANY TIME WITH OR WITHOUT NOTICE.
IN NO EVENT WILL PLOOTO BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM OR ARE IN CONNECTION WITH THE USE OF THE PLOOTO PLATFORM, THE TIMING OF VENDOR/SUPPLIER PAYMENTS OR RECEIPT OF PAYMENTS FROM CLIENTS, OR THE INABILITY TO USE THE PLOOTO PLATFORM, EVEN IF PLOOTO. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLEASE ENSURE THAT YOU ISSUE PAYMENT INSTRUCTIONS WITH SUFFICIENT TIME FOR PROCESSING AND SO THAT YOU CAN CONFIRM RECEIPT IN ADVANCE OF THE DUE DATE BY YOUR VENDOR/SUPPLIER OR RECEIVE PAYMENT FROM YOUR CLIENTS IN ADVANCE OF THE DUE DATE APPLICABLE TO THEIR PAYMENT.
PLOOTO MAKES NO WARRANTIES OR CONDITIONS REGARDING ANY THE ACCURACY OF INFORMATION ON THIS WEBSITE. YOU EXPRESSLY RELEASE AND HOLD PLOOTO HARMLESS FROM ANY AND ALL CLAIMS, LOSSES, LIABILITY, DAMAGES, INJURIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY CLAIMS) ARISING OUT OF OR RELATING TO YOUR USE OF THE PLOOTO PLATFORM, ANY INFORMATION OBTAINED THROUGH THE PLOOTO PLATFORM, INCLUDING THROUGH ANY THIRD PARTY SYSTEMS OR SOFTWARE INTEGRATED WITH THE PLOOTO PLATFORM, OR ANY ALLEGED VIOLATION BY YOU OF THIS MERCHANT AGREEMENT OR ANY RELATED THIRD PARTY AGREEMENT.
YOU UNDERSTAND AND AGREE THAT YOU, NOT PLOOTO OR ITS AFFILIATES, NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTS, LICENSORS, SUPPLIERS, OR SUCCESSORS, ARE FULLY RESPONSIBLE, INCLUDING TO ANY THIRD PARTY, FOR THE INFORMATION OR DATA YOU OR YOUR CLIENTS SUBMIT OR CONTRIBUTE TO THE PLOOTO PLATFORM OR TO ANY THIRD PARTY SERVICE INTEGRATED WITH THE PLOOTO PLATFORM. PLOOTO DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD PARTY PLATFORMS, SYSTEMS OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH PLOOTO’S PLATFORM, INCLUDING THE ADYEN SERVICES.
You agree to release, defend, and indemnify Plooto Inc., its affiliates, directors, officers, employees, agents, suppliers and licensors from and against any and all losses, expenses, damages, claims, fines, penalties, costs and liabilities (including reasonable legal and accounting fees), resulting from your use of the Plooto Platform or anyone using the Plooto Platform through your account, or any alleged violation by you or anyone using your Plooto Account of this Merchant Agreement.
This Merchant Agreement is effective as of the Effective Date and will continue in full force and effect until terminated by either party in accordance with its terms.
Either party shall have the right to terminate this Merchant Agreement at any time by providing at least ten (10) days prior written notice to the other party.
Either party shall have the right immediately to terminate this Merchant Agreement in the event: (i) a party becomes insolvent or is subject to the direct control of a temporary or permanent liquidator, receiver, trustee or custodian for all or a substantial part of its assets or business; (ii) a party makes an assignment for the benefit of creditors; or (iii) a party files a bankruptcy petition or a petition to take advantage of any insolvency laws.
For greater certainty, if you continue to use the Plooto Platform after this Merchant Agreement has been terminated, this Merchant Agreement will continue to apply to the extent of such use.
By entering into this Merchant Agreement, you agree that you appoint Plooto to serve as your agent exclusively for the purposes of: (i) receiving payments from clients for remittance to you, whereby the receipt of funds by Plooto from such payor is the same as receipt of funds by you; and (ii) remitting payments from you to service providers/vendors. Except for this limited agency appointment by you to Plooto, neither party to this Merchant Agreement is an employee, agent, servant, representative, partner, or joint venturer of the other. You do not have the right or ability to bind Plooto to any agreement with a third party or to incur any obligation or liability on behalf of Plooto without Plooto’s express written consent. Plooto is not a deposit-taking institution.
“Plooto” is a trademark of Plooto Inc. Other marks, graphics, typefaces, trademarks and logos appearing on the Plooto Platform are trademarks or trade dress of Plooto Inc. or its licensors. All other trademarks appearing on the Plooto Platform are the property of their respective owners. Our trademarks and trade dress may not be used in any manner for any purpose without our express written consent.
In addition to the Adyen Services, Plooto may use service providers, including our affiliates, in order to facilitate all or any portion of the services available through the Plooto Platform, including by way of example, a payment processor or website hosting company. You authorize Plooto to disclose to such service provider, subject to appropriate confidentiality and safeguarding arrangements, any information necessary to provide facilitate the provision of Plooto’s services.
Except as otherwise set forth in the Agreement, Plooto may from time to time, by not less than ten (10) days’ written notice to you, amend any provision in the Agreement (including, without limitation, interest rates, fees or charges unless otherwise agreed). Any amendment will be effective as of the date specified in such notice.
You cannot assign this Agreement without Plooto’s prior written consent. Any purported assignment in violation of this clause shall be deemed null and void.
This Merchant Agreement benefits and binds the successors and permitted assigns of both parties to the Merchant Agreement.
No waiver of any provision or of any breach of this Agreement shall constitute a waiver of any other provisions or any other or further breach, and no such waiver shall be effective unless made in writing and signed by an authorized representative of the party to be charged with such a waiver.
Every remedy, right and benefit is cumulative and is in addition to every other remedy, right or benefit under the Merchant Agreement or that may exist by law.
The headings contained in this Agreement have been inserted for convenience of reference only and shall in no way define, limit or affect the scope and intent of this Agreement.
In the event that any provision of this Agreement shall be illegal or otherwise unenforceable, such provision shall be severed, and the balance of the Agreement shall continue in full force and effect.
If you are using or accessing the Adyen Services from the United States, the contracting entity on behalf of Plooto is Plooto US Inc. If you are using or accessing the Adyen Services from any jurisdiction outside of the United States, the contracting entity on behalf of Plooto is Plooto Inc.
This Agreement is governed by, and is to be interpreted, construed and enforced in accordance with, the laws of Ontario and the laws of Canada applicable in Ontario, excluding any rule or principle of conflicts of law that may provide otherwise. Notwithstanding the foregoing, if you are using or accessing the Adyen Services from the United States, this Agreement is governed by, and is to be interpreted, construed and enforced in accordance with, the laws of Delaware, excluding any rule or principle of conflicts of law that may provide otherwise.
Except where prohibited by law, which may include the Province of Quebec, any controversy, claim or dispute arising out of, relating to, or in respect of this Merchant Agreement, including their negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with this Merchant Agreement (a “Dispute”), shall be referred to and determined by a single arbitrator in a final and binding arbitration administered by under the rules of ADR Institute of Canada, Inc.’s Arbitration Rules. If the parties have not agreed upon the arbitrator within 14 days, the parties shall ask the ADR Institute of Canada, Inc. to appoint a single arbitrator. The seat of the arbitration shall be the Province of Ontario. The arbitration shall be heard in Toronto, Ontario, unless the parties agree otherwise. The costs and expenses of the arbitrator shall be shared equally between the parties. A party to the arbitration has no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial. All Disputes referred to arbitration (including the scope of the agreement to arbitrate, the law relating to the enforcement of the agreement to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) shall be governed by the law of the seat, and each party hereby irrevocably consents to venue in the capital of the seat, and to the jurisdiction of competent courts in the capital of the seat for all litigation that may be brought, subject to the requirements for arbitration hereunder, with respect to this Merchant Agreement of, and the transactions and relationships contemplated by, this Merchant Agreement. Notwithstanding this provision, a party to this Merchant Agreement may take such steps as are permitted or required to enforce an award made by an arbitrator. The existence of the arbitration and any element of the arbitration, including any award, shall be confidential. The deemed undertaking rule in shall apply. No document or other evidence or information prepared for or produced by or on behalf of any party to the arbitration shall be disclosed to any non-party to the arbitration. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY IN CONNECTION WITH THESE TERMS. You agree that you will not contest venue, and you waive any rights that you may have to initiate, participate in, transfer, or change the venue of any litigation, whether alone or on a class basis, arising from or related to this Merchant Agreement.
Notices delivered by one party to the other party shall be delivered through either features made available through the Plooto Platform or by registered mail. Notices will be deemed to be delivered, (i) where sent through the Plooto Platform, on the day they were sent, and (ii) where sent by registered mail, five (5) business days after being sent or when actually delivered, whichever comes first.
The following provisions of this Agreement shall survive expiration or termination of this Agreement: PLOOTO ACCOUNTS, INSTRUCTIONS & SECURITY, BILLING & ELECTRONIC FUND TRANSFERS, RECORDS, DISCLAIMER / LIMITATION OF LIABILITY, INDEMNITY, and MISCELLANEOUS.
This Merchant Agreement constitutes the parties’ entire understanding of the matters set forth herein and supersedes any prior understanding or agreement. This Merchant Agreement may only be modified in a writing.