Payment Processor Policy | IVONNE

1. Introduction

Purpose: This policy outlines the terms and conditions under which IVONNE, Inc. ("IVONNE") will engage with Financial Entities, Banks, and Credit Card companies ("Financial Entities").

This policy is established in addition to, and not in replacement of, any applicable Canadian laws and regulations. IVONNE is committed to operating in full compliance with the legal framework set forth by Canadian authorities.

The terms and conditions outlined in this policy are supplementary to any terms, conditions, and policies that may be enforced by Financial Entities with whom IVONNE engages. This policy is intended to coexist with and complement these external terms, ensuring a harmonious business operation.

Scope: Applicable to any and all transactions processed through IVONNE by third party Financial Entities via Point of Sale (POS) Systems (software or hardware including mobile card readers, stand-alone terminal systems), online payments through integration with websites or e-commerce platforms; tools for supporting online checkouts, invoicing, e-commerce sales, appointment scheduling and any other digital or technical method that facilitates monies moving between other parties and IVONNE. If you receive, accept or remit payment to or on behalf of IVONNE then this policy applies to you.

2. Definitions

"Financial Entities" refer to any third-party entities, services, or platforms that facilitate the processing of electronic payments for transactions. This includes the handling, transmission, and authorization of payment data between IVONNE, customers, and financial institutions. Financial Entities often provide additional services such as fraud detection, data security, and transaction dispute resolution.

"Banks" in this policy refer to financial institutions that are legally recognized and regulated under Canadian banking laws. These institutions engage in a variety of financial services, including but not limited to holding deposits, providing loans, and offering checking and savings account services.

"Credit Card Companies" For the purposes of this policy, the term "Banks" also includes credit card companies. These are entities that issue credit cards to consumers, facilitating credit-based transactions. Credit card companies are involved in authorizing and settling credit card transactions, and may also provide dispute resolution and fraud prevention services.

"Downtime" Downtime refers to the period during which the payment processing system is not operational and cannot perform its intended functions. This includes any time when the system is either completely inaccessible or is functioning in a significantly impaired manner that prevents normal transaction processing. Downtime is calculated from the minute the system becomes non-operational until the time it is fully restored and functional.

"Financial Entities" For the purposes of this agreement and IVONNE's policies, "Financial Entities" shall refer to a collective group of institutions and services including but not limited to Banks, Financial Entities, and credit card companies, all as outlined above in this section.

3. Selection of Financial Entities

Criteria for Selection:

All new and existing Financial Entities who wish to supply new or modified payment processing services to IVONNE are subject to the terms of any official Requests for Proposal as well as our Prospective Vendor Policy here.

Emphasis on low transaction fees, while maintaining 99.9 % uptime, highly reliable customer support, and compatibility with our existing systems.

Review Period:

IVONNE evaluates the performance of all Financial Entities annually.

4. Transaction Fees

Fee Structure:

IVONNE prefers and prioritizes flat-rate or low-percentage fees to maintain cost-effectiveness.
Negotiation: IVONNE is willing to negotiate lower fees based on volume or loyalty.

5. Security and Privacy Compliance

Data Security: IVONNE requires Financial Entities to adhere to the highest data security standards (e.g., PCI DSS compliance).

Privacy: IVONNE requires Financial Entities to commit to customer privacy and data protection.

6. Compliance with Canadian Financial Regulations and Presence in Canada

Compliance with Canadian Regulations

Regulatory Compliance: All Financial Entities engaged by IVONNE are required to fully comply with all applicable Canadian financial regulations and laws. This includes, but is not limited to, regulations regarding financial transactions, data security, consumer protection, and anti-money laundering practices.

Continuous Monitoring: Financial Entities must continuously monitor and ensure their compliance with evolving Canadian financial regulations and laws.

Legal Presence in Canada:

Canadian Office Requirement: Each Fiancial Entity must maintain an official legal presence and operational office within Canada. This presence is essential for ensuring direct accountability and accessibility in accordance with Canadian laws and regulations.

Proof of Presence: Financial Entities must provide evidence of their legal and operational presence in Canada, such as a registered office address, contact information, and relevant legal documentation.

Commitment to Maintain Presence: Financial Entities are required to commit to maintaining their presence in Canada for the duration of their business relationship with IVONNE. Any plans to change this status must be communicated promptly and may be subject to review of the business relationship.

Legal and Contractual Implications
Verification and Documentation: IVONNE reserves the right to verify the compliance of Financial Entities with these requirements and to request necessary documentation periodically.

Non-Compliance Consequences: Failure to comply with these provisions may result in immediate re-evaluation or termination of the contractual relationship with IVONNE.

7. Customer Experience

Seamless Integration: The processor should integrate seamlessly with our website and point-of-sale systems.

Payment Options: Ability to accept various payment methods (credit/debit cards, digital wallets, etc.).

8. Dispute Resolution and Chargebacks

Procedure: All Financial Entities shall have clear procedures for handling disputes and chargebacks, favouring merchant protection.

Support: Dedicated support from the processor for dispute resolution.

9. Reporting and Analytics

Access to detailed transaction reports and analytics to aid in business decision-making.

10. Termination and Switching

Terms for terminating the relationship with the processor.
Flexibility to switch processors with minimal disruption to business operations.

11. Amendments to the Policy

The policy may be updated periodically to reflect changes in the business environment or payment processing landscape.

12. Compliance Acknowledgement and Agreement

Statement of Compliance: All Financial Entities engaged by IVONNE must read and affirmatively acknowledge that the policies and procedures outlined on our website (ivonne.ca) are in full compliance with their own policies and guidelines.

Requirement for Agreement: Prior to the initiation of service, each Financial Entity must provide a written statement or digital confirmation stating that they have reviewed the policies listed on ivonne.ca and that these policies do not conflict with their own.

Continuous Compliance: Financial Entities are required to regularly review any updates to our policies on ivonne.ca and maintain compliance throughout the duration of our business relationship.

Non-Compliance Consequences: In the event that a Financial Entity later finds a conflict or non-compliance issue, they must promptly notify IVONNE, in order to work collaboratively to resolve the issue. Failure to comply with this provision may result in a re-evaluation or termination of the business relationship.

Processor Feedback: Financial Entities are encouraged to provide feedback or raise concerns regarding policy changes or compliance issues as they arise.

13. Continuation of Services and Breach Waivers

Non-Waiver of Breach Continuation of Services: IVONNE's continuation to receive and benefit from payment processing services, even with knowledge of a breach of a Financial Entity shall not be deemed a waiver of any breach.

No Obligation for Notice of Default: IVONNE is not obligated to provide notice of default or breach in order for a breach to exist.

Legal Implications

Preservation of Rights: This policy is intended to preserve all rights and remedies available to IVONNE under this agreement and applicable law, despite any actions or inactions in response to a breach, including, but not limited to legal action, dispute resolution, submission of reviews to public forums, and communication to regulatory bodies, or entities which may oversee the Financial Entity, or have an interest in the breach.

Immediate Addressing of Breaches Not Required: IVONNE reserves the right to address breaches at its discretion and in accordance with its strategic and legal interests.

14. Acceptance

Signature and date by the business owner or authorized representative.

Agreement by Conduct

Implicit Agreement through Action: By processing payments, receiving fees, remitting payments on behalf of, or to IVONNE, financial entities are deemed to have read and understood the terms of this policy, and all of IVONNE's policies as set out on its website at ivonne.ca. The financial entity further agrees that all of the products, services, treatments (services and wares) available, published, or sold by IVONNE, and its suppliers are compliant with its own policies, and are eligible for payment processing. Engagement in these activities constitutes an implicit agreement to all terms and conditions outlined herein. The financial entity has further been provided an opportunity to inspect and review each product, service, treatments (services and wares) and through not making request to do so have forfeited and waived its rights. An inspection is available upon request through the communication channels as outlined below.

Requirement for Agreement: It is the responsibility of the financial entity to fully understand and agree to this policy prior to engaging in any payment processing activities for or with IVONNE.

Disagreement and Account Closure

Option to Disagree: If a Financial Entity does not agree to these terms, they are instructed not to accept payments on behalf of IVONNE and to immediately close IVONNE's merchant account providing such reasonable amount of notice such that IVONNE's business operations are not negatively affected, and to be cooperative fully during any transition period.

Immediate Action Required: In the event of disagreement, prompt action is required to cease all payment processing activities and to notify IVONNE of the account closure in accordance with the Option to Disagree paragraph.

Ensuring Compliance:
Verification of Understanding:

IVONNE reserves the right to verify the Financial Entity's understanding and acceptance of these terms as a condition of ongoing business relations.

Consequences of Non-Compliance: Failure to comply with this acceptance clause may lead to immediate termination of the business relationship and potential legal action as necessary.

15. Governing Law

This policy shall be construed and governed in accordance with the laws and regulations of the Province of Ontario, Canada. All parties involved agree that any legal action or proceeding relating to this policy shall be brought exclusively in the courts of Ontario, Canada.

IVONNE's Rights in Enforcement

Reserve of Rights: IVONNE reserves the right, but not the obligation, to enforce the terms of this policy. This enforcement may be sought in any jurisdiction where IVONNE deems it to be in its best interest.

Jurisdiction Flexibility: Notwithstanding IVONNE's preference for this policy be be construed in accordance with the laws and regulations of the Province of Ontario, IVONNE still reserves the right, but not the obligation, to exercise the flexibility to initiate legal proceedings or enforce its policy in any jurisdiction that maximizes its own strategic and legal interests, regardless of the geographical location of the other party or parties involved.

Legal Action and Compliance
Compliance Expectation: Parties engaging with IVONNE are expected to adhere to the terms of this policy in all jurisdictions of operation.

Enforcement Discretion: The decision to pursue enforcement in any given jurisdiction lies solely with IVONNE, and such decisions will be made in accordance with its best interests and legal advice.

16. Severability

Independent Provisions: The provisions of this agreement are declared to be severable. If any provision of this agreement is declared invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect the remaining provisions of this agreement, which shall continue in full force and effect.

Adaptation to Legal Challenges
Modification for Compliance: In the event any provision of this agreement is found to be invalid or unenforceable, IVONNE and the relevant Financial Entity shall negotiate in good faith and IVONNE reserves the right, but not the obligation to modify the policy to fulfill as closely as possible the original intentions and economic understanding of the parties, in a manner that remains valid and enforceable.

Preservation of Agreement's Intent
Intent of the Agreement: The invalidity or unenforceability of any particular provision of this agreement shall not affect the other provisions hereof, and this agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.

17. Agreement to Hold Harmless

Financial Enties agree to hold harmless IVONNE and its directors, officers, employees, agents, and affiliates (collectively, "IVONNE Parties") from and against any and all liabilities, losses, damages, claims, penalties, fines, costs, and expenses (including reasonable attorney’s fees) that may be incurred by IVONNE Parties arising out of or related to the Financial Entities breach of this policy, or its own agreements, negligence, willful misconduct, or violation of applicable laws and regulations.

Scope of Hold Harmless

Inclusive of Legal Actions: This hold harmless provision includes, but is not limited to, actions, suits, proceedings, claims, demands, judgments, and costs incurred in defending against any of the foregoing.

Comprehensive Coverage: The coverage of this provision extends to any and all activities conducted under this policy and the effect of payment processing in connection with any of IVONNE's business operations.

Duration of Obligation
Effective Period: This hold harmless obligation shall be effective from the commencement of the agreement and shall continue in full force and effect even after the termination of the agreement or the cessation of the use of IVONNE®'s services.

Mutual Benefit and Enforcement
Intended for IVONNE's Benefit: This provision is intended solely for the benefit of IVONNE and its parties and is enforceable at IVONNE's discretion.

Right to Defend and Settle Claims: IVONNE reserves the right to assume the exclusive defence and control of any matter subject to indemnification under this clause, and in such case, Financial Entities agree to cooperate with any reasonable requests in assisting IVONNE's defence of such matter.

18. Communication Standards Clause
Expectation for Clear and Detailed Communication

Insufficiency of Automated Bulk Mail Notifications: Financial Entities must understand that sending out automated, ambiguous, broad-sweeping notifications such as "our policies have changed" is deemed insufficient for the purposes of this policy. Such communications do not meet the standards of sincerity and diligence required for effective business operations between Financial Entities and IVONNE.

Required Standards of Communication

Detailed Updates: Communications regarding policy updates must be specific, clear, and detailed. They should explicitly outline how the changes may impact IVONNE's compliance status or affect the ability of Financial Entities to adhere to IVONNE's policies.

Direct and Personalized Communication: The updates should be directly communicated to IVONNE through personalized correspondence, ensuring that the message is clearly received and understood by the appropriate parties within IVONNE.

Collaborative Compliance Effort
Proactive Engagement: Financial Entities are expected to engage proactively and collaboratively with IVONNE, offering detailed explanations and guidance on the nature of the policy changes and how IVONNE can adjust its practices to maintain compliance.

Assistance in Transition: Where necessary, Financial Entities should provide assistance or resources to IVONNE to facilitate a smooth transition to new requirements or standards without disrupting its business operations.

Consequences of Inadequate Communication

Accountability for Non-Compliance: Should a Financial Entity fail to provide adequate and detailed updates as required by this clause, and such failure leads to non-compliance or operational challenges for IVONNE, the Financial Entity will be held responsible for any resulting complications or damages.

19. Compliance With Own Terms

Where the Financial Entity has identified restricted or prohibited business concerning goods, services, parties, individuals, states, or other entities the Financial Entity agrees to provide in-line and in-place protective measures to prevent IVONNE from being able to transact with such sanctioned activities so as not to permit or allow us to become non-compliant with the Financial Entity's own policies. Failing to do so the Financial Entity accepts and assumes all risks and liabilities and agrees not to affect in any way the business operations of IVONNE.

Rationale: Financial Entities acknowledge that IVONNE is a small business, and accordingly does not have the administrative and operational oversight to monitor and detect all restricted or prohibited business types that may be required by the Financial Entity.

20. Contact Information

For more information or to communicate with IVONNE about this policy, you may contact IVONNE, Inc. using the information below, subject to the terms of our Communication policy.

Email
legal@ivonne.ca

Registered Mail
0116-320 Queen Street
Ottawa, ON K1R 5A3

By Phone
(613) 695-6662

Social Media Channels
@ivonneclinic

Created: December 26, 2023
Last Updated: -

Update Log: -

Financial Entity Policy