Pay Terms of Service

These Tabs Pay Terms of Service (these “Tabs Pay Terms”) govern Customer’s access to and use of the Tabs Pay payment functionality, payment processing services, and related services made available by Tabs Platform, Inc. (“Tabs,” “we,” “our,” or “us”). These Tabs Pay Terms supplement and form part of the general Tabs Terms and Conditions available at https://www.tabs.com/terms-and-conditions.

By enabling, accessing, or using Tabs Pay, Customer agrees to be bound by these Tabs Pay Terms.

1. Tabs Pay Services

1.1 Description of Services

Tabs Pay enables Customers to facilitate and manage certain payment-related workflows, including invoice payments, vendor payments, payment acceptance, payment orchestration, payment reporting, and related functionality (collectively, the “Tabs Pay Services”).

Tabs is not a bank, money transmitter, payment network, or financial institution.

1.2 Payment Processing Partner

Tabs Pay utilizes third-party payment service providers, including Adyen N.V. and its affiliates (“Adyen”), to provide payment processing, acquiring, settlement, onboarding, identity verification, and related financial services.

Customer acknowledges and agrees that:

(a) Adyen may require Customer and/or its authorized users, payors, vendors, or other counterparties to provide information and documentation in connection with onboarding, know-your-customer (“KYC”), anti-money laundering (“AML”), sanctions screening, fraud prevention, or other compliance requirements;

(b) Customer’s use of Tabs Pay may be subject to additional terms, policies, and requirements imposed by Adyen, card networks, NACHA, banks, or other payment system participants;

(c) Tabs may share Customer information and transaction information with Adyen and other payment providers for purposes of providing the Tabs Pay Services, compliance, fraud prevention, underwriting, and risk management; and

(d) Adyen and other payment partners may suspend, delay, reject, or reverse transactions in accordance with applicable law, payment network rules, or their internal risk policies.

(e) “User” means any third party authorized by Customer to access, receive, send, initiate, or otherwise participate in transactions through Tabs Pay, including vendors, suppliers, merchants, payees, and other counterparties. Customer is responsible for all acts and omissions of its Users as if such acts and omissions were those of Customer.

1.3 No Custodial Relationship

Tabs does not hold funds as a bank or fiduciary for Customer. Funds processed through Tabs Pay may be held, transmitted, or settled by Adyen or other regulated financial institutions.

2. Eligibility, Merchant Registration, and Account Requirements

2.1 Merchant Registration and Underwriting

Customer acknowledges that use of Tabs Pay may require registration, underwriting, onboarding approval, and ongoing monitoring by Tabs, Adyen, sponsoring banks, payment networks, or other financial institutions.

Customer authorizes Tabs, Adyen, and their respective service providers to conduct onboarding reviews, underwriting assessments, credit reviews, sanctions screenings, anti-money laundering reviews, fraud reviews, and other due diligence procedures in connection with Customer’s access to Tabs Pay.

Customer shall promptly provide all information, documentation, certifications, and assistance reasonably requested by Tabs or Adyen in connection with onboarding, merchant registration, underwriting, transaction monitoring, or ongoing compliance obligations. Customer authorizes Tabs, Adyen, sponsoring banks, financial institutions, payment networks, regulators, and governmental authorities to exchange information relating to Customer, its Users, transactions, beneficial owners, and account activity as reasonably necessary to provide the Tabs Pay Services, conduct compliance reviews, prevent fraud, satisfy legal obligations, and enforce these Tabs Pay Terms.

Tabs and Adyen may approve, reject, condition, suspend, or terminate Customer’s access to Tabs Pay in their reasonable discretion based on risk, compliance, legal, financial, reputational, or operational considerations.

2.2 KYC and Compliance Reviews

Customer acknowledges that Tabs and Adyen may perform know-your-customer (“KYC”), know-your-business (“KYB”), anti-money laundering (“AML”), sanctions screening, politically exposed person (“PEP”), beneficial ownership, and fraud prevention checks from time to time.

Customer agrees to:

(a) provide accurate and complete onboarding information;

(b) promptly notify Tabs of any material changes to ownership, control, business activities, financial condition, transaction patterns, or jurisdictions of operation;

(d) cooperate with ongoing monitoring, investigations, and periodic reviews; and

(e) maintain all licenses, registrations, authorizations, and approvals required for its business operations.

Customer acknowledges that Tabs, Adyen, sponsoring banks, or Scheme Owners may delay, suspend, reject, or reverse transactions pending completion of compliance reviews or investigations.

2.3 Eligibility and Account Requirements

Customer represents and warrants that:

(a) it is a validly existing business entity authorized to conduct business in the applicable jurisdictions;

(b) all information provided to Tabs and Adyen is complete, accurate, and current;

(d) it will comply with all applicable laws, regulations, and payment network rules in connection with its use of Tabs Pay; and

(e) it is authorized to initiate transactions and provide payment instructions through Tabs Pay.

Customer authorizes Tabs and Adyen to conduct reasonable investigations regarding Customer’s business, ownership, principals, financial condition, transaction activity, and compliance history.

3. Account Administration and Authorized Users

Customer is responsible for:

(a) establishing and maintaining appropriate internal controls and approval workflows for use of Tabs Pay;

(b) designating and managing administrators, authorized users, and personnel with access to Tabs Pay;

(d) promptly removing access for any individual no longer authorized to use Tabs Pay;

(e) monitoring all activity occurring under Customer’s account; and

(f) implementing commercially reasonable fraud prevention and cybersecurity measures.

Customer shall immediately notify Tabs if Customer becomes aware of:

(i) unauthorized access to Customer’s account;

(ii) compromised credentials;

(iii) suspected fraud, phishing, or unauthorized transactions; or

(iv) any security incident affecting Tabs Pay.

Tabs may suspend or disable access credentials or Authorized User access where Tabs reasonably suspects unauthorized access, fraud, misuse, or security concerns.

4. Authorized Transactions

Customer is solely responsible for:

(a) all payment instructions submitted through Tabs Pay;

(b) verifying the accuracy of payment information;

(d) maintaining commercially reasonable security procedures for account credentials and payment approvals; and

(e) all activity occurring under Customer’s account.

Tabs may rely on payment instructions submitted through Customer’s account and has no obligation to independently verify such instructions.

4. ACH Authorization and Debit Rights

To the extent Tabs Pay supports ACH transactions, Customer authorizes Tabs, Adyen, and their respective financial institution partners to originate ACH credits and debits to Customer’s designated bank accounts in connection with:

(a) payment processing;

(b) returns, reversals, refunds, chargebacks, and disputes;

(d) reserve funding;

(e) correction of processing errors; and

(f) compliance with applicable payment network requirements.

Customer agrees that such authorizations comply with applicable NACHA Operating Rules.

5. Scheme Owners, Payment Networks, and Merchant Obligations

5.1 Scheme Owners and Payment Networks

Customer acknowledges that Tabs Pay and the underlying payment processing services are subject to the rules, regulations, operating requirements, and guidance issued by payment networks, card schemes, NACHA, sponsoring banks, acquiring institutions, and other payment method providers (collectively, “Scheme Owners”).

Customer agrees to comply with all applicable Scheme Owner rules and requirements, as they may be updated from time to time. Customer understands that Scheme Owners and acquiring institutions may modify, suspend, or discontinue support for payment methods, impose additional requirements, or restrict Customer’s access to certain payment functionality.

Tabs and Adyen may take any action reasonably necessary to comply with Scheme Owner requirements, including suspending processing, delaying settlements, requesting additional information, or imposing transaction limitations.

5.2 Merchant Obligations

Customer shall:

(a) only use Tabs Pay for bona fide business-to-business commercial transactions approved by Tabs and Adyen;

(b) only process transactions for products and services that Customer has disclosed to Tabs and Adyen during onboarding or otherwise approved in writing;

(c) promptly notify Tabs of any material changes to Customer’s business model, ownership, products, services, jurisdictions of operation, or transaction patterns;

(d) provide accurate and complete transaction descriptors, invoices, receipts, and supporting documentation;

(e) maintain commercially reasonable customer service, refund, dispute resolution, and fraud prevention practices;

(f) obtain all necessary consents and authorizations from payors and counterparties;

(g) comply with all applicable laws, payment network rules, and industry standards, including PCI DSS requirements where applicable; and

(h) reasonably cooperate with Tabs, Adyen, sponsoring banks, and Scheme Owners in connection with audits, investigations, compliance reviews, disputes, or regulatory inquiries.

5.3 Merchant Restrictions

Customer shall not:

(a) use Tabs Pay to facilitate transactions on behalf of third parties not approved by Tabs;

(b) submit transactions that are fraudulent, unauthorized, deceptive, unlawful, or lack a bona fide commercial purpose;

(c) use Tabs Pay in connection with prohibited or restricted businesses identified by Tabs, Adyen, sponsoring banks, or Scheme Owners;

(d) engage in transaction laundering or otherwise process transactions on behalf of another merchant;

(e) use Tabs Pay in a manner that could reasonably be expected to result in excessive chargebacks, returns, fraud rates, or Scheme Owner fines;

(f) store prohibited payment authentication data, including CVV/CVC data;

(g) copy, intercept, or improperly capture payment credentials or payment details; or

(h) misuse payment network, BIN, or account-level information in violation of applicable payment network rules.

6. Prohibited Activities

Customer shall not, directly or indirectly:

(a) use Tabs Pay in violation of applicable law;

(b) process transactions related to unlawful, fraudulent, deceptive, or prohibited activities;

(d) submit transactions lacking a bona fide business purpose;

(e) attempt to evade chargebacks, transaction monitoring, or compliance reviews;

(f) use Tabs Pay in connection with sanctioned persons, embargoed jurisdictions, or prohibited industries; or

(g) misuse card network, ACH network, or payment credentials.

Tabs reserves the right to suspend or terminate access to Tabs Pay for any suspected prohibited activity.

7. Chargebacks, Reversals, and Payment Disputes

Customer is solely responsible for all chargebacks, ACH returns, reversals, refunds, payment disputes, fines, penalties, losses, and related costs arising from Customer’s transactions or use of Tabs Pay.

Tabs may recover such amounts by:

(a) offsetting amounts otherwise payable to Customer;

(b) debiting Customer’s bank account;

(d) invoicing Customer directly.

Customer agrees to cooperate in responding to disputes and providing supporting documentation.

8. Reserves, Settlement, and Risk Management

8.1 Settlement Timing

Settlement timing for transactions processed through Tabs Pay may vary based on transaction type, payment method, geographic region, banking cut-off times, holidays, compliance reviews, reserves, disputes, returns, or risk monitoring activities.

Tabs and Adyen do not guarantee settlement timeframes or uninterrupted access to settlement functionality.

8.2 Delayed or Withheld Settlements

Tabs and/or Adyen may delay, withhold, suspend, or condition settlement funds where reasonably necessary to:

(a) investigate suspicious or potentially fraudulent activity;

(b) comply with applicable law, court orders, regulatory requirements, or Scheme Owner requirements;

(d) complete compliance reviews or KYC investigations;

(e) establish or replenish reserves; or

(f) mitigate financial, operational, or reputational risk.

8.3 Negative Balances and Setoff

If Customer’s account balance becomes negative for any reason, including due to chargebacks, returns, reversals, fees, fines, or penalties, Customer shall promptly reimburse Tabs upon demand.

Tabs may recover amounts owed by:

(a) offsetting amounts otherwise payable to Customer;

(b) debiting Customer bank accounts;

(d) drawing from reserves; or

(e) pursuing any other remedies available under applicable law.

8.4 Reserves and Risk Controls

Tabs and its payment partners may establish reserves, rolling reserves, delayed settlements, transaction limits, or other risk controls based on Customer’s transaction activity, risk profile, chargeback history, financial condition, or compliance concerns.

Customer authorizes Tabs and Adyen to withhold, delay, suspend, or condition settlement funds where reasonably necessary to mitigate risk, investigate suspicious activity, complete compliance reviews, comply with legal obligations, satisfy Scheme Owner requirements, or address anticipated losses. Tabs and Adyen may require Customer to establish, replenish, or maintain reserve balances and Customer shall promptly fund any reserve requested by Tabs or Adyen.

Tabs and Adyen may establish transaction limits, rolling reserves, payout delays, velocity controls, enhanced monitoring requirements, or other risk mitigation measures based on Customer’s risk profile, transaction activity, business model, or compliance history.

9. Fees

Customer agrees to pay all fees associated with Tabs Pay as set forth in the applicable order form, pricing schedule, or other written agreement.

Customer is responsible for all taxes, assessments, and governmental charges arising from its use of Tabs Pay, excluding taxes based on Tabs’ net income.

10. Compliance Obligations and Payment Network Rules

Customer acknowledges that the Tabs Pay Services are subject to the operating rules, bylaws, regulations, and technical requirements of Scheme Owners, sponsoring banks, payment processors, NACHA, and other payment system participants.

Customer agrees to comply with all applicable payment network and payment method rules, including card network rules, NACHA Operating Rules, and applicable underwriting and fraud monitoring requirements.

Tabs may modify the Tabs Pay Services, operational requirements, or these Tabs Pay Terms where reasonably necessary to comply with changes to applicable payment network rules, banking requirements, or legal obligations.

Customer further acknowledges that payment networks, acquiring institutions, and sponsoring banks may impose fines, penalties, assessments, monitoring programs, reserve requirements, or operational restrictions in connection with Customer’s transaction activity, chargeback rates, fraud levels, or non-compliance.

Customer shall be responsible for all such fines, penalties, assessments, and related costs arising from Customer’s use of Tabs Pay.

11. Compliance Obligations

Customer shall comply with:

(a) applicable laws and regulations;

(b) payment network rules, including card network rules and NACHA Operating Rules;

(d) export control laws; and

(e) data privacy and security laws.

Where applicable, Customer shall maintain commercially reasonable administrative, technical, and physical safeguards to protect payment information and account credentials.

12. Fraud Monitoring and Transaction Review

Tabs, Adyen, sponsoring banks, and payment partners may monitor transactions, accounts, and activity for fraud, suspicious activity, compliance concerns, excessive disputes, returns, or other risk indicators.

Customer acknowledges that automated decision-making tools, fraud models, sanctions screening systems, and transaction monitoring systems may be used in connection with the Tabs Pay Services.

Tabs and Adyen may reject, delay, reverse, suspend, or cancel transactions where reasonably necessary to:

(a) investigate suspected fraud or illegal activity;

(b) comply with legal or regulatory obligations;

(d) comply with payment network requirements; or

(e) protect Tabs, Adyen, customers, counterparties, or financial institutions from financial or reputational harm.

Tabs does not guarantee that fraud prevention tools or monitoring systems will identify or prevent all fraudulent or unauthorized transactions.

13. Suspension and Termination

Tabs may suspend or terminate Customer’s access to Tabs Pay immediately if:

(a) required by Adyen, a payment network, financial institution, or applicable law;

(b) Customer breaches these Tabs Pay Terms or the Tabs Pay Addendum;

(d) Customer experiences excessive chargebacks, returns, or disputes.

Termination of Tabs Pay shall not relieve Customer of any obligations arising prior to termination.

14. Disclaimers

THE TABS PAY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TABS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY.

Tabs does not guarantee:

(a) uninterrupted or error-free payment processing;

(b) availability of any payment method;

(d) fraud prevention; or

(e) compliance outcomes.

15. Modifications

Tabs may modify these Tabs Pay Terms from time to time by posting updated terms on its website or otherwise providing notice to Customer. Continued use of Tabs Pay after the effective date of updated terms constitutes acceptance of the modified Tabs Pay Terms.

16. Order of Precedence

In the event of a conflict between these Tabs Pay Terms and the General Terms, these Tabs Pay Terms shall control solely with respect to the Tabs Pay Services.

17. Electronic Communications

Customer consents to receive communications from Tabs electronically, including notices, disclosures, statements, updates, operational communications, and legal notices relating to Tabs Pay.

Customer agrees that electronic communications satisfy any legal requirement that such communications be provided in writing.

Customer is responsible for maintaining current contact information and regularly reviewing communications from Tabs.

18. Contact Information

Questions regarding Tabs Pay may be directed to:

Tabs Platform, Inc. 161 6th Ave, New York, NY 10013, support@tabsplatform.com