Please review this Terms of Service ("Agreement") thoroughly before utilizing any products or services offered by Biz Payment HQ. By accessing our website or services, you agree to abide by all terms outlined in this Agreement. If you do not consent to these terms, please refrain from using our website or services. Our Privacy Policy is incorporated into this Agreement by reference. All team members, whether employees or contractors, have signed a Team Agreement, which is also incorporated herein by reference.

Disclaimer

Biz Payment HQ is not a certified accounting firm, registered ISO, bank, or law firm. We do not provide professional advice, opinions, or services reserved for certified public accountants, legal professionals, or financial institutions.

Services

Biz Payment HQ specializes in offering merchant service consultation and coordination between our team and your internal staff ("Services") for individuals and businesses ("Clients"). We also facilitate limited engagements with banks and payment processors on behalf of Clients. All Services will be detailed in a proposal signed by both parties. To engage our Services, contact us at [email protected].

Biz Payment HQ Products

Biz Payment HQ Products and Services include all software, documentation, training resources, online support materials, processes, methodologies, tools, data structures, and intellectual property, including any enhancements, updates, or modifications, as specified in the Client Agreement. This Agreement grants a license to use Biz Payment HQ Products, not ownership. Clients acknowledge that these products are proprietary, protected by trade secrets, copyrights, and other intellectual property rights, with Biz Payment HQ retaining sole ownership. All rights not expressly granted to Clients are reserved by Biz Payment HQ. Clients agree not to reverse engineer, modify, or use our products to develop competing offerings. Clients must notify Biz Payment HQ of any third-party infringement or misuse of our products and assist in addressing such issues at our expense.

Account Information from Third-Party Sites

Through our Services, you may authorize Biz Payment HQ to access information from third-party financial institutions or providers where you hold accounts or conduct transactions ("Account Information"). You agree to provide necessary login credentials ("Access Information") and grant Biz Payment HQ permission to use this information for the purposes of this Agreement. By using our Services, you appoint Biz Payment HQ as your agent to access, store, and utilize your Account Information, including configuring our Services for compatibility with third-party platforms. This includes monitoring usage solely to ensure compatibility. You grant Biz Payment HQ a limited power of attorney to perform these actions as your agent, not on behalf of third parties. You warrant that your use of our Services does not violate any third-party agreements.

Fees and Payment

Fees for Biz Payment HQ Services are based on the selected Services and agreed upon by the Client. Payments are processed via credit card or ACH and are due monthly unless otherwise agreed. Fees for custom or consulting services are provided by quote only.

a. Monthly Engagement Services

After the initial ninety (90) days, Biz Payment HQ may adjust fees based on services performed or increased workload, with adjustments applicable at the end of each term without prior notice. No refunds are issued for services performed in the month of cancellation unless mutually agreed. Non-payment or late payments may result in service suspension and late fees at the maximum legal rate.

b. One-Time Engagements

Fees for one-time services are due before work begins. Payment schedules may apply for certain services, and work will not commence until payments (or initial installments) are received. Biz Payment HQ may halt services if installment payments are overdue.

Team Members

Our team members are dedicated professionals under Team Agreements with Biz Payment HQ, incorporated by reference into this Agreement. Each Client engagement is assigned a team to perform the outlined Services. Clients agree not to solicit, recruit, or hire our team members during the engagement or for two (2) years post-termination without our written consent. Violation of this clause entitles Biz Payment HQ to thirty percent (30%) of the team member’s annual salary as liquidated damages for recruitment and training costs.

Termination

Clients may terminate this Agreement with thirty (30) days’ written notice. Biz Payment HQ may terminate at any time without notice. Upon termination, provisions related to Reservation of Rights, Confidential Information, Warranties, Liabilities, and Miscellaneous terms survive.

Reservation of Rights

a. Biz Payment HQ

Biz Payment HQ retains all rights to its Services and materials not explicitly granted to Clients. All intellectual property, updates, and derivatives remain our property, licensed on a subscription basis, not sold. Clients may not use our trademarks, logos, or third-party software except as permitted by third-party licenses.

b. Client

Clients retain rights to their data ("Client Data") but grant Biz Payment HQ a perpetual, non-exclusive, royalty-free license to use, modify, and create derivative works of Client Data for service provision or internal business purposes.

Confidential and Proprietary Information

Both parties agree to protect disclosed Confidential Information with reasonable care and not disclose it except as required by law. Upon termination, all Confidential Information must be returned promptly, and Biz Payment HQ will remove Client data from its servers within thirty (30) days. Neither party may reverse engineer or decompile the other’s intellectual property.

Disclaimer of Warranty

Services are provided "as is" without warranties of success, accuracy, or error-free performance. No oral or written advice from Biz Payment HQ creates a warranty.

Limited Warranty

Biz Payment HQ warrants that Services will meet industry standards, match services provided to other Clients, and comply with Service Descriptions. This warranty does not cover issues caused by factors beyond our control, Client actions, or third-party equipment.

Limitation of Liability

Neither party is liable for indirect, special, or consequential damages, including lost profits or data, except for claims based on fraud or willful misconduct. Biz Payment HQ’s maximum liability is limited to the amount paid by the Client for the Services causing the claim.

Indemnification

Clients agree to indemnify Biz Payment HQ and its affiliates against claims arising from Client’s use of Services, breaches of this Agreement, or Client actions.

Dispute Arbitration

Disputes will be resolved through binding arbitration under the Federal Arbitration Act, conducted individually, not as a class action. Arbitration may occur by telephone, written submissions, or in-person in a mutually agreed location. Both parties waive jury trial rights.

Miscellaneous

Independent Contractor

Biz Payment HQ and Clients are independent contractors, with no authority to bind each other.

Governing Law; Jurisdiction

This Agreement is governed by California law, with disputes resolved in state or federal courts in San Francisco County, California.

Entire Agreement; Amendments

This Agreement supersedes prior agreements and may be modified by Biz Payment HQ with notice via website updates.

Severability

Invalid provisions do not affect the enforceability of remaining terms.

Notices

Notices must be in writing, delivered in person, by overnight delivery, or certified mail to addresses provided.

Waiver

No delay in exercising rights constitutes a waiver.

Assignment

Clients may not assign this Agreement without Biz Payment HQ’s consent. Biz Payment HQ may assign or subcontract without Client consent.

Limitation of Actions

Claims must be brought within two years of the cause of action.

Violation of Terms

Biz Payment HQ may terminate access or remove content for violations, with Clients consenting to equitable relief.

Copyright Policy

Users infringing copyrights will lose access upon proper notification and confirmation of unlawful use.

Links

Biz Payment HQ is not responsible for third-party site content linked through our Services.

We reserve the right to update this Agreement, with continued use constituting assent to changes.