01About these terms
1.1 These merchant terms of service (the "Terms") are an agreement between [Company legal name], a company registered in [Jurisdiction] under number [Registration no.] with its registered office at [Registered address] ("Zonipay", "we", "us"), and the business that applies for or holds a Zonipay account (the "Merchant", "you").
1.2 The Terms apply together with your merchant agreement or order form (the "Merchant Agreement") and the policies referred to in them (the "Policies"): the acceptable use policy, the storefront compliance policy, the refund and returns policy, the disputes policy and the privacy policy. Together these documents form the "Agreement".
1.3 If documents conflict, this order applies: the Merchant Agreement, then these Terms, then the Policies. A Policy prevails over these Terms only where it sets a stricter standard for products, storefront content or buyer protection.
1.4 You accept the Terms when you submit an application, sign the Merchant Agreement or first use the service, whichever comes first. The person accepting confirms they are authorized to bind the Merchant.
02Definitions
- "Buyer" means a person who places an Order through your Store.
- "Buyer Terms" means our buyer terms of sale, which govern each sale to a Buyer.
- "Checkout" means the checkout pages we host for your Store, usually on a subdomain of your domain.
- "Compliance Finding" means a result of our storefront monitoring that identifies something to change, rated critical, warning or info.
- "Connected Account" means the payout account opened in your name with Stripe through Stripe Connect.
- "Dispute" means a chargeback, retrieval request, inquiry or other claim raised by a Buyer or card issuer against a Transaction.
- "Order" means a purchase of Products by a Buyer through the Checkout.
- "Products" means the research-use-only materials listed in your Store and approved for sale under the Agreement.
- "Proceeds" means the amounts collected from Buyers for Transactions, less refunds, Disputes, fees and any other amounts deducted under the Agreement.
- "Reserve" means an amount held back from Proceeds as security under section 11.
- "Store" means your online storefront, its domains and its content.
- "Stripe" means Stripe, Inc. and its affiliates, which process card payments for Transactions.
- "Transaction" means the payment for an Order and any later refund or adjustment to it.
03Appointment as merchant of record
3.1 Appointment. You appoint Zonipay as the merchant of record for Orders placed through the Checkout. For each Order, Zonipay is the seller of record to the Buyer, and you supply and fulfil the Products to the Buyer on Zonipay's behalf, under the Buyer Terms.
3.2 Limited payment agent. You also appoint Zonipay as your limited agent to collect payment from Buyers. A Buyer's payment to Zonipay for an Order satisfies the Buyer's obligation to pay for those Products. Our obligation to pay you is limited to Proceeds actually received and is subject to the Agreement.
3.3 What this means in practice. The Buyer pays Zonipay. The card statement reads ZONIPAY* STORENAME. The receipt comes from Zonipay on behalf of your Store. We handle payment, receipts, refunds and Disputes with the Buyer and the card networks. You remain responsible for the Products, their description, their quality, their certificates of analysis and their delivery.
3.4 No other relationship. Nothing in the Agreement creates a partnership, joint venture or employment relationship. Neither party may bind the other except as stated in this section.
04Eligibility and onboarding
4.1 Who can apply. You must be a registered business in good standing, selling research-use-only materials to laboratories, institutions, businesses or qualified individual researchers aged 21 or over. Individuals acting in a personal capacity cannot hold a merchant account.
4.2 Know your business. During review we verify your business, its registration and tax details, its directors and its beneficial owners (anyone who owns or controls 25% or more, or who otherwise exercises control), its authorized representative and its bank account. We may ask for documents and may verify information with third-party sources. You must provide information that is complete and accurate and keep it up to date.
4.3 Sanctions and screening. We screen the Merchant, its owners and its representatives against sanctions, watch lists and politically exposed person lists, at onboarding and periodically after. We cannot serve a Merchant, owner or representative who is a sanctioned person or is located, organized or ordinarily resident in a comprehensively sanctioned country or region.
4.4 Storefront review. Before your first sale we scan your Store against the storefront compliance policy. Critical findings must be resolved before you go live.
4.5 Our decision. We decide whether to approve an application and on what terms, including fees, payout schedule and any Reserve, based on our risk assessment and the requirements of our payment partners. We may decline an application without giving detailed reasons where the law or our partners' rules prevent us from doing so.
4.6 Changes you must tell us about. You must notify us within 10 business days of any change to your legal name, ownership or control, directors, registered address, bank account, product range, Store domains or business model, and promptly of any regulatory inquiry, enforcement action or insolvency event that concerns you.
05Payout account and Stripe
5.1 Connected Account. Proceeds are settled to a Connected Account opened in your name with Stripe. By opening a Connected Account you agree to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement (together, the "Stripe Terms"). The Stripe Terms are a separate agreement between you and Stripe.
5.2 Information sharing. You authorize Zonipay to share with Stripe, and to receive from Stripe, information about you, your Connected Account and your Transactions, as needed to provide the service and to meet legal and network requirements.
5.3 Card data. Buyers enter card details into fields hosted by Stripe, a PCI DSS Level 1 service provider. Zonipay never sees or stores full card numbers, and you must not ask Buyers to send card details by any other channel.
5.4 Bank account. You must link a business bank account held in the Merchant's own name. We and Stripe may verify it, and payouts may pause while a change of bank account is verified.
5.5 Relationship to these Terms. If Stripe restricts, suspends or closes your Connected Account under the Stripe Terms, we may be unable to pay out Proceeds until the matter is resolved. We will tell you what we know and help where we can.
06Permitted products and acceptable use
6.1 You may sell through Zonipay only Products approved at review that are research-use-only materials, such as research peptides supplied as lyophilized reference materials, analytical standards, reagents and laboratory consumables, and that comply with the acceptable use policy and the storefront compliance policy.
6.2 Without limiting those policies, you must not sell or market through Zonipay:
- products marketed for human or animal consumption, injection or dosing, or supplied in consumer forms such as capsules, sprays or ready-to-inject preparations;
- prescription medicines, controlled substances, anabolic steroids, SARMs, growth hormone, kratom or 7-OH products, or nicotine products;
- anything presented with health, weight-loss, anti-aging, performance or therapeutic claims, in text, images, URLs or search titles;
- products whose names borrow the brand of an approved medicine;
- anything sold to minors, or sold for resale for human use.
6.3 You must comply with all laws that apply to your Products and your business, including laws on product labeling, import and export, shipping restrictions and the sale of research chemicals in the places you ship to. You are responsible for knowing where your Products may lawfully be shipped.
6.4 To add a new product category you must ask us first. We may decline or set conditions.
07Storefront and checkout
7.1 Storefront standards. Your Store must at all times: show the catalog, prices and cart only to signed-in customers, with product feeds closed; carry research-use-only statements on product pages and in the footer; provide a certificate of analysis for each Product; apply an age gate of 21 and over; and publish refund, privacy, terms, shipping and contact pages that show the same legal name as your Zonipay account.
7.2 Checkout. We host the Checkout on a subdomain you point to us. The Checkout requires each Buyer to confirm, by a box that is not pre-ticked, that the purchase is for laboratory research use only and not for human or animal use. We store that attestation with the Order. You must not remove, hide or alter the attestation, or route Orders for Products around the Checkout.
7.3 Additional offers. Order bumps or one-click additions appear on the Checkout only with your approval and must meet the same standards as the rest of your Store.
7.4 Technical setup. You are responsible for your domain, its DNS records, your Store platform and any plugin or integration you install. You must keep integration keys confidential and tell us at once if you believe one has been exposed.
08Storefront monitoring and remediation
8.1 Monitoring. You authorize us to scan your Store before its first sale and every 8 hours after, and at other times we reasonably choose, including pages behind a login using test credentials you provide. We archive evidence of each scan, such as screenshots and page snapshots.
8.2 Findings. We email each Compliance Finding with the page concerned and the change needed. Findings are rated:
- Critical: must be fixed within 48 hours of our notice. If it is not, we may pause payments on your Checkout until it is fixed.
- Warning: must be fixed within 7 days of our notice.
- Info: a recommendation, with no deadline.
8.3 Immediate action. Where a finding exposes Buyers, Zonipay or our payment partners to serious legal or regulatory risk (for example, a prohibited product offered for sale), we may pause payments at once and will tell you why.
8.4 Resuming. Once you fix a finding, we re-scan. A pause ends when the re-scan passes. Repeated or deliberate breaches may lead to suspension or termination under section 18.
8.5 Your responsibility remains. Our monitoring helps you stay compliant. It does not move responsibility for your Store, your Products or your legal obligations to us, and a passing scan is not legal advice.
09Fees
9.1 You pay the fees set out in your Merchant Agreement. Rates are set at review according to volume, product mix and history. Any fixed fees are stated in your Merchant Agreement before you sign.
9.2 Unless the Merchant Agreement says otherwise, fees are deducted from Proceeds before payout. Where Proceeds are not enough, you must pay the balance within 10 business days of our invoice.
9.3 Fees for a Transaction are not refunded when the Transaction is refunded or reversed, unless the Merchant Agreement says otherwise.
9.4 We may change fees by giving you at least 30 days' written notice. If you do not accept the change, you may terminate under section 18.6 before it takes effect. Fee changes required by a card network or by law may take effect sooner, with as much notice as we reasonably can give.
10Settlement and payouts
10.1 Buyers pay Zonipay. We deduct our fees and the Reserve from the Proceeds and transfer the balance to your Connected Account, a payout account opened in your business's name. Funds in your Connected Account are paid out automatically to your bank account, normally every two business days, unless your Merchant Agreement states another schedule.
10.2 We provide line-by-line reporting of Orders, fees, refunds, Disputes and Reserve held and released, monthly statements and CSV export. You must review your reporting and tell us of any error within 60 days of the statement on which it appears.
10.3 We may delay a payout, or change the payout schedule, where we reasonably suspect fraud, a breach of the Agreement or unusual Dispute or refund activity, or where required by law, a court order or a payment partner. We will tell you the reason unless the law prevents us.
10.4 If we pay you an amount by mistake, you must return it, and we may recover it from later Proceeds.
11Rolling reserve and set-off
11.1 Reserve. A rolling reserve applies to your account. Its percentage, set according to your volume, and its holding period are stated in your Merchant Agreement. Each amount held is released at the end of its holding period, less any amounts applied under this section.
11.2 Review of the Reserve. We may increase or introduce a Reserve, or extend its holding period, if your risk profile changes materially, for example because of a significant rise in refunds or Disputes, a change in your products or ownership, a serious Compliance Finding, or notice of termination. We will notify you in writing with the reason. We will also review the Reserve at your request no more than once each quarter and reduce it where your history supports it.
11.3 Use of the Reserve. We may apply the Reserve to refunds, Disputes, fines or assessments charged by card networks that result from your Transactions or your breach, fees and any other amounts you owe under the Agreement.
11.4 Set-off. We may set off any amount you owe us under the Agreement against Proceeds or the Reserve. We will show each set-off in your reporting.
11.5 After termination. After the Agreement ends we may hold the Reserve, and any unpaid Proceeds, for up to 180 days (or longer if Disputes remain open or the card network rules allow Disputes to be raised for longer), then pay you the balance.
12Fulfilment and buyer service
12.1 You must ship each paid Order promptly, as described in your shipping policy, with tracking, and only to the address given in the Order.
12.2 Products must match their description and certificate of analysis, be packaged and labeled as research-use-only materials, and be shipped in lawful forms and quantities.
12.3 You must answer Buyer questions about Products and delivery within 2 business days. Questions about payment, receipts, refunds and Disputes may be sent to us, and we will involve you where needed.
12.4 You must not ship to a Buyer, or to a destination, that you know or suspect intends to use the Products for human or animal use, or that is in a restricted location.
13Refunds and disputes
13.1 Refunds. Every Order is covered by the minimum standard in the refund and returns policy: wrong, damaged or undelivered items are refunded or replaced where the Buyer asks within 30 days of delivery. Your own policy may be more generous, never less. The cost of a refund is borne by you and deducted from Proceeds.
13.2 Disputes. As merchant of record, we receive and answer Disputes, as described in the disputes policy. You must provide the evidence we ask for, such as tracking, proof of delivery and correspondence, within 5 business days of our request. We attach the Buyer's attestation record ourselves.
13.3 Cost of Disputes. The amount of a lost Dispute, and any Dispute fee stated in your Merchant Agreement, is charged to you. Amounts recovered in a won Dispute are returned to you.
13.4 Excessive activity. If your Dispute or refund rates exceed levels that put your account, or our standing with card networks, at risk, we will work with you on a remediation plan and may apply the measures in sections 10.3, 11.2 and 18.
14Taxes
14.1 You are responsible for determining, charging where required, reporting and remitting any sales tax, VAT or similar transaction taxes that apply to your Transactions, and for any related registrations. Zonipay does not calculate or remit these taxes on your behalf unless agreed in writing. Where you set tax amounts at checkout, they are shown separately on the buyer's receipt.
14.2 You are responsible for any tax that is under-collected or unpaid on your Transactions, and for the resulting interest and penalties. If a tax authority assesses Zonipay for tax on your Transactions, you must reimburse us, and we may recover the amount from Proceeds or the Reserve.
14.3 You remain responsible for your own income, franchise and other taxes, and for any taxes on the supply of Products to Zonipay, if any apply.
14.4 We may report information about you and your Transactions to tax authorities where the law requires it, and may withhold amounts from Proceeds where the law requires withholding.
15Data protection
15.1 Each party handles personal data in line with the data protection laws that apply to it. Our privacy policy explains how we use personal data, including Buyer data.
15.2 For payment, fraud prevention, receipts, refunds, Disputes and compliance, Zonipay decides how Buyer data is used and acts as an independent controller. For fulfilment and Buyer service, we share with you the Buyer data you need (name, shipping address, contact details and Order contents), and you act as an independent controller of that data.
15.3 You must use Buyer data received through Zonipay only to fulfil Orders, provide Buyer service and meet your legal obligations, and for your own marketing only where the Buyer has given any consent the law requires. You must keep it secure and tell us within 72 hours of becoming aware of a security incident affecting it.
15.4 Where the law requires a data processing agreement or other terms between us, those terms form part of the Agreement.
16Confidentiality
16.1 Each party will keep the other's non-public business information confidential and use it only for the purposes of the Agreement. This includes fees, scan reports, risk information and technical details.
16.2 This does not apply to information that is public through no fault of the receiving party, was already lawfully known to it, or must be disclosed by law, a regulator, a card network or a court. Zonipay may also share information with Stripe and other payment partners as described in section 5.2.
16.3 These obligations continue for 3 years after the Agreement ends.
17Intellectual property
17.1 Each party keeps its own intellectual property. Zonipay owns the service, the Checkout software, our scanner, our reports and our documentation.
17.2 You grant Zonipay a non-exclusive, royalty-free licence, for the term of the Agreement, to use your names, logos, product content and Store content to host and brand the Checkout, issue receipts, scan your Store and answer Disputes.
17.3 We grant you a non-exclusive, non-transferable licence, for the term of the Agreement, to use our plugin, API and documentation to integrate with the service. You must not copy, reverse engineer or resell the service except as the law permits.
17.4 We may name you as a customer only with your prior written consent.
18Suspension and termination
18.1 Term. The Agreement starts on acceptance and continues until terminated.
18.2 Termination by you. You may terminate at any time on 30 days' written notice.
18.3 Termination by us for convenience. We may terminate on 30 days' written notice.
18.4 Suspension. We may suspend all or part of the service, including payments on your Checkout, where: a critical Compliance Finding is not fixed in time; we reasonably suspect fraud, sanctions exposure or the sale of prohibited Products; your Dispute or refund activity creates serious risk; a payment partner, card network, regulator or court requires it; or you fail to pay amounts due. We will tell you the reason and what is needed to lift the suspension, unless the law prevents us.
18.5 Termination for cause. Either party may terminate immediately by written notice if the other materially breaches the Agreement and does not remedy the breach within 10 business days of notice (where it can be remedied), or becomes insolvent. We may also terminate immediately where we are required to by a payment partner, card network, regulator or law, or where you sell prohibited Products.
18.6 Fee changes. If you object to a fee change under section 9.4, you may terminate by written notice before the change takes effect, without charge.
18.7 Effect. When the Agreement ends: the Checkout stops accepting Orders; you must fulfil Orders already paid or let us refund them; sections 11.5, 13, 14, 15, 16, 20, 21 and 22 continue; and each party must pay amounts owed. We may be required by card network rules to report a termination for cause to industry databases.
19Warranties
19.1 Each party warrants that it is validly organized, has authority to enter into the Agreement, and will comply with the laws that apply to its part of the Agreement.
19.2 You warrant that the information you give us is accurate, that you have the right to sell your Products, that your Products and Store comply with the Agreement and the law, and that your Products match their descriptions and certificates of analysis.
19.3 We will provide the service with reasonable skill and care. Apart from the warranties in this section, the service is provided as is, and we do not warrant that it will be uninterrupted or error-free. We will tell you of planned maintenance that may affect the Checkout where we reasonably can.
20Limitation of liability
20.1 Excluded losses. Neither party is liable to the other for loss of profit, revenue, goodwill or data, or for indirect or consequential loss, arising out of the Agreement.
20.2 Cap. Each party's total liability arising out of the Agreement in any 12-month period is limited to the total fees paid or payable by you to Zonipay in the 12 months before the event giving rise to the claim.
20.3 Not limited. Sections 20.1 and 20.2 do not limit: your obligation to pay fees, refunds, Disputes, card network fines or assessments and other amounts due under the Agreement; Zonipay's obligation to pay you Proceeds due under the Agreement; either party's liability under section 21; liability for breach of section 15 or 16; or liability for fraud, gross negligence or wilful misconduct, or any liability that cannot be limited by law.
20.4 Each party must take reasonable steps to mitigate its losses.
21Indemnities
21.1 By you. You will defend and indemnify Zonipay and its officers and employees against third-party claims, and resulting losses, fines and reasonable legal costs, to the extent they arise from: your Products, including product liability claims; your Store content; your breach of the Agreement or of law; or a claim that your content infringes a third party's rights.
21.2 By us. We will defend and indemnify you against third-party claims, and resulting losses and reasonable legal costs, to the extent they arise from: a claim that the service, used as permitted, infringes a third party's intellectual property rights; or our breach of law in providing the service.
21.3 Process. The party seeking indemnity must notify the other promptly, let it control the defence and settlement (no settlement may admit fault for the indemnified party without its consent), and give reasonable help at the indemnifying party's cost.
22Governing law and disputes
22.1 The Agreement is governed by the laws of [Governing law].
22.2 Before starting proceedings, the parties will try in good faith to resolve any disagreement through their senior representatives for at least 30 days after written notice of the disagreement. Either party may seek urgent relief from a court at any time.
22.3 Subject to section 22.2, the courts of [Jurisdiction] have exclusive jurisdiction.
23Notices
23.1 We send notices to the email address on your account, and may also show them in your dashboard. Notices to us go to support@zonipay.com, or for compliance matters to compliance@zonipay.com, with legal notices also sent by post to [Registered address].
23.2 An email notice is received when sent, unless the sender receives a delivery failure. A notice by post is received 3 business days after posting.
24Changes to these terms
24.1 We may change these Terms by giving at least 30 days' notice by email. The notice will summarize what changes. If you do not agree, you may terminate without charge before the change takes effect. Continuing to use the service after that date means you accept the change.
24.2 Changes required by law, a card network or a payment partner, or changes that only add protections for Buyers, may take effect sooner, with as much notice as we reasonably can give.
24.3 Changes to the Merchant Agreement require the written agreement of both parties, except fee changes under section 9.4.
25General
25.1 Assignment. Neither party may assign the Agreement without the other's consent, which will not be unreasonably withheld, except that either party may assign it to a successor in a merger or sale of substantially all of its relevant business, with notice.
25.2 Subcontractors. We may use subcontractors and service providers. We remain responsible for their performance.
25.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control. This does not excuse payment obligations.
25.4 Entire agreement. The Agreement is the whole agreement between the parties on its subject and replaces earlier discussions.
25.5 Severability and waiver. If any provision is unenforceable, the rest remains in force. A failure to enforce a right is not a waiver of it.
25.6 Third parties. No one other than the parties has a right to enforce the Agreement.
26Contact
Questions about these Terms: support@zonipay.com. Compliance and storefront findings: compliance@zonipay.com. Disputes: disputes@zonipay.com. We answer Monday to Friday, 9:00 to 18:00 ET. [Company legal name], [Registered address], [+1 000 000 0000].