Wholesail Payment Processing Services
Addendum to Wholesail Terms of Service Agreement
This Payment Processing Services Addendum (this “Addendum”) amends and forms part of the Wholesail Terms of Service Agreement (the “Wholesail Terms”) between Wholesail, Inc. (“Wholesail”) and Seller. This Addendum is effective upon its incorporation into the Wholesail Terms, as specified in the Wholesail Terms. Capitalized terms used but not defined herein have the same meanings ascribed to them in the Wholesail Terms. In the event of a conflict between this Addendum and the Wholesail Terms, the Wholesail Terms will control except to the extent the conflict relates specifically and directly to the use of the Payment Processing Services (as defined below), in which case this Addendum will control.
PLEASE READ THE TERMS OF THIS ADDENDUM CAREFULLY.
WHEREAS, Wholesail has developed an online accounts receivable and accounts payable platform designed to facilitate payments to Sellers from Buyers on behalf of such Sellers (the “Payment Processing Services”) and has made the Payment Processing Services available to Seller through the Wholesail Services;
WHEREAS, in order to use the Payment Processing Services, Seller must agree to the terms and conditions specified herein;
NOW THEREFORE, Seller and Wholesail, for good and mutual consideration as evidenced by Seller’s selection of Payment Processing on the Order Form, agree as follows:
1. Definitions
The following capitalized terms will have the meanings set forth below.
1.1 “Autopay” is the functionality of the Wholesail Services that automatically initiates ACH debits or credit-card charges to a designated payment method in order to pay one or more Invoices without further action by the payor.
1.2 “Card Fee” has the meaning set forth in Appendix A.
1.3 “Fees Invoice” means an invoice issued by Wholesail to Seller itemizing fees, disputes, or other amounts owed by Seller to Wholesail.
1.4 “Invoice” means an invoice issued by Seller to a Buyer through the Wholesail Services.
1.5 “Nacha Rules” means Nacha’s ACH rules, as updated from time to time.
1.6 “Payout Account” means Seller’s eligible bank account at a connected financial institution, as designated through the Wholesail Services.
1.7 “Permission Records” means written permission and authorization from a Buyer, collected by Seller independently of Wholesail, authorizing a charge to Buyer’s payment method.
1.8 “Recovery Authorization” has the meaning set forth in Section 3.2.
1.9 “Third Party Providers” means the third-party service providers used by Wholesail for payment services as set forth in Appendix B, as updated by Wholesail from time to time.
1.10 “Transaction” means a payment from a Buyer pursuant to an Invoice processed through the Wholesail Services on behalf of Seller.
1.11 “Transaction Fee” has the meaning set forth in Appendix A.
1.12 “Business Day” means any day other than a Saturday, Sunday, or federal holiday, on which the Federal Reserve Banks are open for the processing of ACH transactions.
1.13 “Cutoff Time” means the processing cutoff time established by Wholesail’s payment processing providers for a given payment method, as may be updated from time to time. The current Cutoff Time for Wholesail’s ACH provider is 6:50 PM Pacific Time. Payments initiated after the applicable Cutoff Time, or on a day that is not a Business Day, will be treated as initiated on the next Business Day.
1.14 “FBO Account” means one or more pooled accounts maintained by or on behalf of Wholesail with one or more financial institutions for the benefit of Sellers, in which funds from ACH Transactions are held pending disbursement. References to “Seller’s FBO Account” mean the portion of the FBO Account attributable to funds pending settlement to Seller, as reflected in Wholesail’s ledger, which is conclusive absent manifest error.
1.15 “Connected Account” means the account established in Seller’s name with Wholesail’s third-party payment processor (currently Stripe, pursuant to the Stripe Connected Account Agreement referenced in Appendix B) through which payments for card Transactions are received and held pending disbursement to Seller’s Payout Account.
1.16 “Payment Account” means the bank account, debit card, credit card, or other payment method designated by a Buyer and used to pay Invoices through the Wholesail Services.
2. Invoices; Transactions; Disputes
2.1 Invoices. Seller represents and warrants that each Invoice is a true, complete, and accurate invoice for payment for goods and services provided by Seller to Buyer. Seller will provide instructions to Wholesail to ensure Invoices are only transmitted to Buyer through the Wholesail Services after they are finalized and accurate. In the event a Buyer is charged incorrectly for an Invoice due to Invoice data inaccuracies or Buyer disputes an Invoice, Seller must credit Buyer or refund payment in accordance with Wholesail’s Dispute Policy as set forth in Section 7 and updated in accordance with Section 11.1 of the Wholesail Terms. In the event of a refund, Wholesail will charge Seller’s Payout Account, and Seller hereby grants Wholesail a Recovery Authorization to charge Seller’s Payout Account for such amounts as set forth in Section 3.2.
2.2 Transactions. Seller contracts directly with Buyers for Transactions. Wholesail will not be a party to any such contracts between Seller and any Buyer. Seller is solely responsible for (i) the content of Invoices and for setting the prices charged to Buyers for applicable goods and services, including any discounting and other terms applied via the Wholesail Services; and (ii) compliance with any law regarding setting the prices it charges Buyers, including any discounting, credit terms and other terms applied via the Wholesail Services. As detailed further in Section 3.1, below, Wholesail acts as Seller’s limited agent to accept payments from Buyers for Invoices on behalf of Sellers. Notwithstanding the foregoing, Wholesail will not be liable for a Buyer’s failure to pay Seller. Where either Wholesail or Seller incurs any losses based on unauthorized activity initiated by Seller, by Seller’s Authorized Users, or by any third party using Seller’s credentials or acting at Seller’s direction, Seller is financially liable for such losses. Seller is not liable for losses caused solely by Wholesail’s own unauthorized acts. Wholesail may deduct such losses by initiating a debit to Seller’s Payout Account, or require Seller to pay such losses to Wholesail.
2.3 Disputes and Chargebacks. As between Seller and Wholesail, Seller is responsible to Wholesail for all disputes, chargebacks, refunds, reversals, returns, or fines regardless of the reason or timing. If a Buyer disputes the payment or files a claim for a chargeback, the debit or credit card issuer or the originating bank, not Wholesail, ultimately determines resolution of the dispute. In the event that a Buyer submits a chargeback request to its bank or financial institution in connection with a Transaction, Wholesail will inform Seller of the chargeback request. Seller agrees to provide evidence that the items involved in the chargeback request were delivered (e.g., tracking information of the shipping carrier), and that such item(s) were as described in the relevant Invoice, as well as any additional information Wholesail may request, within five (5) days of being informed by Wholesail of the chargeback. In the event that a Buyer payment is invalidated for any reason, including due to a reversal or a dispute such as a chargeback otherwise resolved in favor of Buyer, Seller is liable to Wholesail for the full amount of the Buyer’s disputed payment plus any fees and costs. Such fees and costs payable by Seller to Wholesail will be itemized in a Fees Invoice issued to Seller. Current fees in connection with disputes are set forth in Appendix A to this Addendum. Any such Fees Invoice is due and payable fourteen (14) days from issuance. Seller authorizes Wholesail to receive payment for any amounts owed to Wholesail in connection with a Buyer-initiated dispute (including payment on a Fees Invoice) by (i) initiating a debit to the Seller’s Payout Account in accordance with the authorizations set forth herein; or (ii) otherwise offsetting the amount payable against sales proceeds pending settlement to Seller. If there are insufficient funds in Seller’s Payout Account to cover Seller’s liability, Seller agrees to reimburse Wholesail through other means. If Wholesail is unable to recover the funds from Seller’s Payout Account, Wholesail may take other legal actions to collect the amount due, to the extent allowed by applicable law.
2.4 Prohibited Businesses. In addition to the prohibited businesses and business activities set forth in Section 2.1 of the Wholesail Terms, Wholesail may terminate this Addendum or suspend Seller’s access to the Payment Processing Services if Seller engages in any of the following prohibited businesses or business activities: (i) buyers or membership clubs, including dues associated with such clubs; (ii) credit counseling or credit repair agencies; (iii) credit protection or identity theft protection services; (iv) direct marketing or subscription offers or services; (v) infomercial sales; (vi) internet, mail order or telephone order pharmacies or pharmacy referral services; (vii) unauthorized multi-level marketing businesses; (viii) inbound or outbound telemarketers; (ix) prepaid phone cards or phone services; (x) rebate based businesses; (xi) up-sell merchants; (xii) bill payment services; (xiii) betting, including lottery tickets, sports related gambling, casino gaming chips, off-track betting, and wagers at races; (xiv) manual or automated cash disbursements; (xv) prepaid cards, checks, insurance or other financial merchandise or services; (xvi) sales of money orders or foreign currency; (xvii) wire transfer money orders; (xviii) high-risk products and services, including telemarketing sales; (xix) automated fuel dispensers; (xx) internet, mail order or telephone order sales of age restricted products, including tobacco; and (xxi) bankruptcy attorneys or collection agencies engaged in the collection of debt.
3. Payments Agent; Recovery Authorizations
3.1 Appointment as Payments Agent. To the extent applicable, Seller hereby appoints Wholesail as its limited payments agent for the sole purpose of receiving, holding, and settling payments to Seller for Transactions. Wholesail will settle payments that are actually or constructively received by Wholesail to Seller, subject to Transaction Fees and to Wholesail’s rights to withhold or offset funds as set forth in Sections 4.1 and 2.3, and in Wholesail’s Dispute Policy as set forth in Section 7 (as updated by Wholesail from time to time). Seller agrees that a payment actually or constructively received by Wholesail, on behalf of Seller, satisfies the Buyer’s obligation to make payment to Seller for Buyer’s Invoice, regardless of whether Wholesail actually settles such payment to Seller. If Wholesail does not settle any such payments as described in this Addendum to Seller, Seller will have recourse only against Wholesail and not the Buyer, as payment for the applicable Invoice is deemed made by Buyer to Seller upon constructive or actual receipt of funds by Wholesail. In accepting this appointment as the limited payments agent of Seller, Seller agrees that Wholesail assumes no liability for any acts or omissions of Seller, and Seller understands that the obligation of Wholesail (or its third party payment processor) to settle funds to Seller is subject to and conditional upon the Buyer’s actual payment and the terms of this Addendum.
3.2 Recovery Authorization. By using the Wholesail Services, Seller authorizes Wholesail to recover funds from Seller in accordance with this Addendum (“Recovery Authorizations”). Recovery Authorizations include: (i) Seller’s authorization of Wholesail to debit, charge, and otherwise recover funds from Seller’s Payout Account; (ii) a right of offset against funds pending settlement to Seller as set forth in this Addendum; and (iii) to the extent necessary, new original authorizations to recover all or less than all of the amount Seller owes Wholesail in the event that any attempt to recover funds from Seller as set forth herein fails. Recovery Authorizations include all authorizations to take the above steps without prior notice to Seller and irrespective of (y) whether Wholesail has made demand under this Addendum; and (z) whether the obligation is contingent, matured or unmatured. Recovery Authorizations include all authorizations to take the above steps in complete compliance with the Nacha Rules. Wholesail will provide Seller notice of any debit initiated under a Recovery Authorization promptly following initiation. Seller acknowledges and agrees that its grant of Recovery Authorizations to Wholesail has the same legal effect as if Seller had signed a paper containing the same terms. Once Seller has provided a Recovery Authorization for a transaction, Seller will not be able to cancel it.
3.3 Automated Clearinghouses. Seller acknowledges and agrees that Recovery Authorizations constitute Seller’s authorization to Wholesail to process payments to and from Seller through an Automated Clearinghouse (ACH) credit or debit transaction. Wholesail reserves the right to resubmit any Seller-authorized ACH debit that is returned for insufficient or uncollected funds, except as otherwise provided by the Nacha Rules, or applicable law.
4. Disbursement; Processing
4.1 Disbursement to Seller. After a Buyer pays an Invoice due to Seller in connection with a Transaction, Wholesail will settle funds to the Seller’s Payout Account in a timely manner, but no later than seven (7) business days, subject to this Addendum. If the Buyer’s payment to Wholesail fails or is not received within seven (7) days of Wholesail initiating payment to the Seller, Wholesail may recoup such amounts by: (i) offsetting such amounts against funds pending settlement to Seller; or (ii) debiting Sellers’ Payout Account pursuant to the Recovery Authorization as set forth in Section 3.2. Wholesail further reserves the right to adjust or withhold all or a portion of funds pending settlement: (i) if Seller or an Authorized User has attempted to defraud or abuse a Buyer, Wholesail, or Wholesail’s payment systems; (ii) to resolve a complaint made by a Buyer or otherwise in connection with a dispute; or (iii) if Wholesail reasonably determines such action is necessary to secure amounts owed or reasonably likely to be owed to Wholesail under this Addendum. Wholesail will notify Seller within two (2) business days of any withholding under this Section, will limit the amount withheld to its reasonable estimate of the exposure, and will release withheld funds promptly once the underlying issue is resolved. Seller is solely responsible for ensuring that all Seller Payout Account information (and Buyer payment account information to the extent Seller provides such information to Wholesail) is accurate and for keeping such information up to date. If payment is made to Seller in error, or if Seller receives funds that Seller is not otherwise entitled to receive at the time of disbursement, Wholesail has the right to recoup such amounts from the Seller, including without limitation by initiating a debit or charge to the Seller’s Payout Account. Wholesail may also offset against funds pending settlement to Seller any sums due, or reasonably likely to become due, to Wholesail pursuant to this Addendum.
4.2 Seller Credit Card Charges and Automatic Charges to Buyers. Seller agrees to only charge a Buyer where Seller has obtained approval from Buyer to do so. If Seller collects written permission and authorization from a Buyer independently of Wholesail, Seller agrees to retain such authorizations pursuant to the Nacha Rules and any other applicable laws, regulations, or payment card network rules (such authorizations, “Permission Records”). Wholesail reserves the right to request Seller’s Permission Records at any time, including in the case of a dispute among any of the parties, and, if so requested, Seller shall immediately provide such Permission Records to Wholesail. Seller agrees to only configure automatic charges to Buyer’s payment method, and enter Buyer’s information in order to initiate such charges, if Seller has express approval through Wholesail or has Permission Records from Buyer (including without limitation through an appropriate Buyer representative) to do so. Seller represents and warrants that Seller will only charge a Buyer if Seller has issued a valid Invoice to Buyer and the goods and services subject to that Invoice have been delivered. Seller further agrees to initiate payments through the Wholesail platform using credit card information provided by Buyer only with authorization from Buyer (including without limitation through an appropriate representative of Buyer), as determined by Seller in good faith or as otherwise required by applicable law, regulation, or payment card network rules. Seller agrees to only charge a Buyer if there is a valid email address or phone number for the Buyer in Wholesail’s records, as provided by Seller. Wholesail will send confirmation of the Seller’s charges to the Buyer.
4.3 Transaction History. Seller may view its transaction history, Transaction Fees, and Invoices on the Wholesail Services.
4.4 Processing Errors. Wholesail will attempt to rectify processing errors it discovers. If an error results in settlement to Seller in an amount less than Seller is entitled, Wholesail will credit Seller’s Payout Account for the difference. If an error results in settlement to Seller in an amount greater than Seller is entitled, Wholesail will recover the difference from Seller’s Payout Account. Seller hereby grants Wholesail a Recovery Authorization to process such amounts. Seller’s failure to notify Wholesail of a processing error within one hundred eighty (180) days of when it first appears in Seller’s transaction history will be deemed a waiver of any right to amounts owed to Seller, except that no waiver will apply to any error that Wholesail actually discovers or that is identified through Wholesail’s own reconciliation processes, which Wholesail will correct regardless of when it is found.
4.5 Security Interest. Seller grants Wholesail a security interest in, as well as a right of setoff against, and assigns, conveys, delivers, pledges and transfers to Wholesail as security for repayment of any obligations due under this Addendum all of Seller’s right, title and interest in and to all funds held by Wholesail by or on Seller’s behalf. Seller grants Wholesail Recovery Authorizations concerning funds it is obligated to repay Wholesail. Seller authorizes Wholesail to administratively freeze (or, to the extent applicable, direct any third-party holding an applicable account to administratively freeze) any applicable accounts or funds in an account to allow Wholesail to protect its security interest, collection, charge and setoff rights as provided for in this section. In the event Seller does not pay funds that it owes to Wholesail, Wholesail will have a right superior to the rights of any of Seller’s other creditors to seize or withhold funds owed to Seller for Transactions that Wholesail processes through the Wholesail Services, and to debit or withdraw funds from Seller’s Payout Account. Upon Wholesail’s request, Seller will execute and deliver any documents and pay any associated fees Wholesail considers necessary to create, perfect, and maintain a security interest in such funds (such as the filing of a form UCC-1). For the avoidance of doubt, the security interest granted under this Section extends only to funds held by Wholesail on Seller’s behalf in connection with the Wholesail Services, and does not extend to any other asset of Seller, including Seller’s receivables, inventory, equipment, deposit accounts, or general intangibles. Wholesail will not file a financing statement covering any asset of Seller other than such funds, and will not file any financing statement unless Seller has an uncured payment default under this Addendum.
4.6 Payments Pending Settlement. For convenience, Wholesail provides Sellers with information regarding the amount of Invoice payments pending settlement. This information merely reflects the amount of payments processed on Seller’s behalf in connection with Transactions and does not constitute a deposit or other obligation of Wholesail (or its third party payment processors) to Seller. It is provided for reporting and informational purposes only. Funds pending settlement are held in accounts with Wholesail pending disbursement to Seller. Seller agrees that it has no right, title or interest with respect to such funds (including any return obtained with respect to such funds), is not entitled to any interest or other compensation associated with such funds pending settlement to Seller, that Seller has no right to direct any such account holding such funds, and that Seller may not assign any interest in the accounts held with or through Wholesail.
5. Fees; Taxes
5.1 Wholesail Transaction Fees. Wholesail will automatically charge Seller a non-refundable and non-recoupable fee for processing Transactions, calculated as a percentage of the Seller’s total daily Transaction volume on the Wholesail Services as set forth on Appendix A, which may be updated only in accordance with Section 11.1 of the Wholesail Terms (the “Transaction Fee”). The Transaction Fee will be deducted from amounts processed by Wholesail as set forth on Appendix A or charged separately to Seller’s Payout Account as set forth on Appendix A.
5.2 Additional Fees. In connection with the Wholesail Services, Wholesail may charge additional fees as set forth on Appendix A.
5.3 Taxes. Seller must pay or reimburse Wholesail for all federal, state, local, sales, use, value added, excise, or other taxes, fees, or duties arising out of this Addendum or the transactions contemplated by this Addendum, but excluding taxes based on Wholesail’s net income.
6. Third Party Providers
Wholesail uses third party service providers for payment services as set forth in Appendix B, which may be updated by Wholesail from time to time (“Third Party Providers”).
7. Wholesail Dispute Policy
Wholesail provides a platform that allows Sellers to issue an Invoice to Buyers and for Sellers to receive payments from Buyers pursuant to that Invoice. Buyers contract directly with Sellers for Transactions. Wholesail does not own or sell the items offered by Sellers and the actual contract for sale is directly between Sellers and Buyers. The Seller is solely responsible for Invoices and setting the prices that Sellers charge Buyers. On behalf of Seller, Wholesail will charge the Buyer’s Payment Account when the Buyer pays an Invoice.
7.1 Processing Errors. Wholesail will attempt to rectify processing errors it discovers. If an error results in a charge of more funds than the Buyer authorized, Wholesail will credit the Buyer’s Payment Account for the difference and debit the Seller’s Payout Account for the difference. If an error results in a charge of less funds than authorized by the Buyer, Wholesail will recover the difference from the Buyer’s Payment Account and credit the Seller’s Payout Account. Failure for a Buyer or Seller to notify Wholesail of a processing error within one hundred eighty (180) days of when it first appears in Seller’s or Buyer’s transaction history will be deemed a waiver of any right to amounts owed to Seller or Buyer, as applicable.
7.2 Buyer Voiding a Transaction Through Wholesail. Buyers can void a Transaction on Wholesail only when Wholesail has not yet initiated a disbursement of funds received as agent of the seller in accordance with Section 4. Such disbursement is initiated the Business Day when sent before the Cutoff Time and the next Business Day when sent after the Cutoff Time. Transactions cannot be voided after Wholesail initiates a disbursement to Seller. If a Transaction is voided, no payment is deemed received by Wholesail on behalf of Seller.
7.3 Requesting a Credit. If the Buyer determines an error with the Invoice or items delivered after payment has been disbursed to the Seller, the Buyer should request a credit directly from the Seller. If the Seller is not responsive to the Buyer’s credit request, Buyer can dispute payments by contacting Wholesail at support@paywholesail.com, but Wholesail does not participate in the purchase terms between Seller and any Buyer and cannot guarantee any resolution. Seller should capture a signature from a representative of the Buyer at the point of delivery as proof the items identified on the Invoice were received, inspected, and accepted. If a Buyer disputes a transaction through Wholesail, Wholesail will request proof of delivery from the Seller such as an invoice signed by the Buyer.
7.4 Disputes, Chargebacks, Refunds, Reversals. Seller is immediately responsible to Wholesail for all disputes, refunds, reversals, returns, or fines regardless of the reason or timing. Seller is liable to Wholesail for the full amount of any settled payment plus any fees if the payment is later invalidated for any reason, including in connection with a claim or a chargeback, or if there is a reversal of the payment. If a Buyer later disputes the payment or files a claim for a chargeback, the debit or credit card issuer or the originating bank, not Wholesail, will determine whether the dispute is valid and to whom payment is due. Seller agrees to allow Wholesail to recover any amounts due to Wholesail by (i) offset against Seller’s daily receipts from such Buyer, or, if there are no daily receipts, (ii) debiting Seller’s Payout Account or offsetting against funds pending settlement in the FBO Account, and Seller grants Wholesail a Recovery Authorization as set forth in this Addendum. If there are insufficient funds in Seller’s balance to cover Seller’s liability, Seller agrees to reimburse Wholesail through other means. If Wholesail is unable to recover the funds from Seller’s Payout Account, Wholesail may take other legal actions to collect the amount due, to the extent allowed by applicable law.
7.5 Cutoff Time. Wholesail’s ACH-related Services are subject to processing cutoff times that may change from time to time. These Cutoff Times are determined by Wholesail’s payment processing providers. Any payments received after a Cutoff Time or on a day that is not a Business Day will be transmitted on the next Business Day. The Cutoff Time for Wholesail’s ACH provider is 6:50 PM Pacific Time. Any payments made after 6:50 PM PT will not be transmitted until the next Business Day.
8. Survival
8.1 Surviving Provisions. The following provisions of this Addendum survive expiration or termination of this Addendum or of the Wholesail Terms: Section 1 (Definitions); Section 2.2 (Transactions), as to losses arising from activity occurring prior to termination; Section 2.3 (Disputes and Chargebacks); Section 3.1 (Appointment as Payments Agent), as to Transactions for which Wholesail actually or constructively received payment prior to termination; Section 3.2 (Recovery Authorization) and Section 3.3 (Automated Clearinghouses); Section 4.1 (Disbursement to Seller), including both Wholesail’s obligation to settle and its rights to withhold, offset, and recoup; Section 4.2 (Seller Credit Card Charges and Automatic Charges to Buyers), as to Seller’s obligation to retain Permission Records; Section 4.4 (Processing Errors); Section 4.5 (Security Interest); Section 4.6 (Payments Pending Settlement); Section 5 (Fees; Taxes), as to amounts accrued or payable in respect of the period prior to termination; Section 7 (Wholesail Dispute Policy), as to Transactions processed prior to termination; and Appendix A, as to such amounts.
8.2 Duration; Release. The provisions listed in Section 8.1 survive until the later of (a) the date on which all amounts owed by either party under this Addendum have been paid in full, and (b) the expiration of the last applicable chargeback, return, reversal, or dispute period under the Nacha Rules and applicable payment card network rules for Transactions processed prior to termination. On and after that date, the Recovery Authorizations granted in Section 3.2 terminate, Wholesail will cease initiating debits to Seller’s Payout Account, and Wholesail will release the security interest granted in Section 4.5 and, upon Seller’s written request, file or deliver any termination statement reasonably necessary to evidence that release. Seller’s obligation to retain Permission Records continues for the retention period required by the Nacha Rules and applicable payment card network rules.
8.3 Wholesail Obligations. For the avoidance of doubt, and consistent with Section 4.3 of the Wholesail Terms, Wholesail’s obligation to settle to Seller funds actually or constructively received on Seller’s behalf prior to termination survives termination, less any amounts Seller owes Wholesail under the Wholesail Terms.
Appendix A: Fees
Wholesail will apply the fees set out below. Fees are deducted from amounts processed by Wholesail, or from the Seller’s Payout Account. Fees in this Appendix may be updated only in accordance with Section 11.1 of the Wholesail Terms.
A.1 Transaction Fee. The Transaction Fee is assessed on all ACH or credit card transactions made through the Wholesail Services. The Transaction Fee is not to be passed along as a convenience fee to Buyers.
A.2 Credit Card Fee. In connection with the Wholesail Services, Wholesail may charge Buyers for credit card transactions (the “Card Fee”) as specified in the Order Form. The Card Fee may be modified as agreed upon in writing between Buyer and Seller, provided that Seller sends such confirmation to support@paywholesail.com.
A.3 Subscription Fee. The monthly subscription fee is to be charged to the Seller’s Payout Account on the 1st of every month.
A.4 Setup Fee. In the event there is a “Setup Fee” in the Order Form, Wholesail will charge a setup fee (the “Setup Fee”) for configuring and customizing the Wholesail Services to the Seller’s process and accounting system. The Setup Fee is to be paid within thirty (30) business days of execution of the Order Form. Seller authorizes Wholesail to charge the Setup Fee to Seller’s Payout Account on file with Wholesail. The Setup Fee is a deposit and will be used to offset the monthly subscription fee and Transaction Fees.
A.5 Other Fees. Dispute Fee: $15 per disputed payment. There is a fee for disputes regardless of whether they are resolved in a Seller’s favor (the “Dispute Fee”). Failed ACH Payment: $15 per attempted Transaction (the “Failed ACH Fee”). Seller agrees to pay any Dispute Fee or Failed ACH Fee directly to Wholesail within fourteen (14) days of receipt of an invoice from Wholesail. If Seller has already received disputed or returned payment, the Seller is responsible for reimbursing full payment (including any credit card convenience fees passed to Buyer) to Wholesail.
A.6 Seller Fee Obligations. If the Transaction Fee is not deducted from amounts processed by Wholesail, then the Seller agrees to configure Autopay to pay the Transaction Fee directly to Wholesail on a weekly basis within seven (7) days of receipt of an invoice from Wholesail.
Appendix B: Third Party Providers
Wholesail uses Stripe, Inc. (“Stripe”) and Plaid Inc. (“Plaid”) as third party service providers for payment services. Wholesail uses Plaid to gather user data from financial institutions. By using the Wholesail Services, Seller grants Wholesail and Plaid the right, power, and authority to act on Seller’s behalf to access and transmit Seller’s financial information from the relevant financial institution. Seller agrees to Seller’s financial information being transferred, stored, and processed by Plaid in accordance with the Plaid Privacy Policy: https://plaid.com/legal. By using the Wholesail Services, Seller also agrees to be bound by Stripe’s Privacy Policy: https://stripe.com/privacy and hereby consents and authorizes Wholesail and Stripe (and its affiliates) to share any information and payment instructions Seller provides to the minimum extent required to complete Seller’s transactions. By using the Wholesail Services, Seller agrees to be bound by the Stripe Connected Account Agreement: https://stripe.com/us/connect-account/legal.