Ardeo Labs LLC — Platform Payments Agreement

Version ppa-v1 · Effective date: upon publication · Last updated: upon publication

Company-level. These Payments Terms apply to Batchnook and to other Ardeo Labs products (each, a "Product"). They are referenced from each Product's Terms of Service, and an operator is asked to agree to them — with this page one tap away — at the moment they set up payouts.

1. Who's who, and what we are not

These Payments Terms are between Ardeo Labs LLC ("we," "us") and the business that operates an account on a Product (the "Operator," "you"). They apply only if you enable payment collection. They sit alongside, and don't replace, the Product's Terms of Service.

We provide the software platform; you run your business on it. We are not a party to the agreement between you and your client for your services. When you collect a client payment through the platform, the payment is processed by Stripe, Inc. on your own Stripe connected account: your client's payment settles to your account, and our platform fee is deducted by Stripe from the transaction proceeds. Your clients' funds are never held in an Ardeo Labs balance. You are the merchant of record for every transaction with your clients.

2. Your Stripe account

To collect payments you must complete Stripe's onboarding and accept the Stripe Connected Account Agreement, including the Stripe Services Agreement it incorporates. Stripe's terms govern processing, payouts, identity verification, and prohibited business categories. You authorize us to configure and operate the technical integration between the Product and your Stripe account — creating checkout sessions your clients pay through, receiving transaction status events, and recording them in your Product ledger. We may exchange information with Stripe as needed to run the integration, resolve disputes, and meet legal obligations.

If Stripe restricts, suspends, or terminates your Stripe account, collection features stop working to the same extent. We'll surface Stripe's status honestly in the Product, but Stripe's decisions about your Stripe account are between you and Stripe.

3. The platform fee

We charge a platform fee on payments collected through a Product, at the rates published on that Product's pricing page for your plan. The platform fee is deducted from the transaction proceeds through Stripe before settlement; it is separate from, and in addition to, Stripe's own processing fees, which Stripe charges you under its agreement. If a payment is refunded through the Product, we return the platform fee in proportion to the refunded amount. We may change platform fee rates with advance notice through the Product or by email; changes apply to payments collected after the notice period, never retroactively.

4. Payments made outside the Product

You may always accept payment by your own methods — cash, check, your own payment links, or anything else — and record those payments in the Product. We charge no platform fee on payments we don't process, and we never require your clients to pay through us.

5. Your responsibilities

• Your business. You're responsible for the goods and services you sell: their legality, safety, delivery, and quality, and for honoring what you agree with your clients — including your prices, deposit terms, cancellation and refund policies, and anything you sign.
• Accurate information. Information you give us and Stripe (business identity, bank details, contact information) must be accurate and kept current.
• Taxes. You're responsible for your own taxes — including determining, collecting, and remitting any sales or similar taxes on what you sell, and for your income tax reporting. The Products' tax tooling applies the rates you configure; it doesn't determine what you owe. Tax information returns (such as Form 1099-K) are filed as applicable law requires by Stripe or by us, based on your Stripe account records; you'll provide any information reasonably needed for that.
• Client authorizations. The Product's checkout collects your clients' payment authorizations (including ACH debit mandates) in your name and keeps the records. You must not initiate or instruct any charge outside the terms your client authorized, and you'll cooperate with any request for authorization evidence.
• Lawful use. You won't use payment collection for anything unlawful, for categories prohibited by Stripe, or for transactions unrelated to your business on the Product.

6. Refunds, disputes, and chargebacks

You own the client relationship, and you own its money outcomes. If a client disputes a charge — a card chargeback, an ACH return, or a payment-network claim — the disputed amount, associated network fees, and any resulting liability are yours, as between you and us, and will be debited from your Stripe account or otherwise recovered under Stripe's agreement. We give you tooling to see and respond to disputes where the payment rails allow a response; some rails (notably ACH) treat disputes as final with no appeal. Where a dispute is resolved in your favor, recovered amounts settle to you. We may require a reserve, delay collection features, or set limits on payment methods or amounts where risk, dispute rates, or payment-network rules require it — we'll tell you when we do and why.

7. Compliance, risk, and suspension

Payment networks impose rules on everyone in the chain — including rules about debit authorizations, return rates, transaction descriptions, and fraud monitoring. We operate the integration to meet the obligations that live in the software (authorization capture and retention, transaction classification, monitoring), and you're responsible for the obligations that live in your conduct (charging only what was authorized, delivering what was sold). We may suspend or limit collection features for an account when required by law, by Stripe, or by payment-network rules, or when we reasonably believe there's fraud, unacceptable dispute rates, or misuse — using suspension no more broadly or longer than the situation requires. Suspension of collection doesn't terminate your Product subscription, and your data — including your full payment ledger — remains yours and exportable.

8. Documents, e-signatures, and no legal advice

We are not attorneys, and nothing in a Product is legal advice. Agreement templates, suggested text, and any drafting assistance in a Product are general-purpose starting points, not advice about your situation, and are not a substitute for the advice of an attorney; no attorney–client relationship is created. You're responsible for the contents of every document you send or sign, and you should have an attorney review what you rely on. The Products' e-signature features capture signatures and the records that support them (identity, time, and delivery evidence) and always let every party keep, print, and reproduce the signed document. For officiant products: the Product handles your service agreement only — it never creates, signs, or files a marriage license or any government vital record; returning the license to the issuing office, within that office's deadline, is yours alone.

9. Data and privacy

Our handling of personal data is described in each Product's Privacy Policy. Card numbers and bank credentials are collected by Stripe on Stripe-hosted surfaces; we never see or store full payment credentials. Authorization records, signed documents, and payment-ledger entries are retained for as long as our published retention practices state — long enough to support the enforceability of your own agreements.

10. Term and termination

These Payments Terms apply while you have collection features enabled. You can stop collecting at any time; recorded history stays in your ledger. Obligations that by their nature survive — liability for transactions already made, dispute responsibility, tax responsibility, and Sections 6, 8, 11, and 12 — survive.

11. Disclaimers and liability

Collection features are provided as-is and as-available; we don't warrant uninterrupted availability of ours or Stripe's services, and we're not responsible for what Stripe, banks, or payment networks do or decline to do.To the maximum extent permitted by law, our total liability arising out of or relating to these Payments Terms is capped at the platform fees you paid us in the twelve months before the event giving rise to the claim, and neither of us is liable to the other for indirect, incidental, or consequential damages. Nothing here limits liability that can't lawfully be limited. You'll indemnify us against third-party claims arising from your transactions with your clients, the goods and services you sell, or your breach of these Payments Terms.

12. General

These Payments Terms are governed by Florida law, with exclusive venue in the state and federal courts located in Florida. We may update these Payments Terms with advance notice through the Product or by email; continued use of collection features after the notice period is acceptance. If any provision is unenforceable, the rest stands. These Payments Terms, the Product's Terms of Service, and Stripe's agreements are the entire agreement about payment collection; if these Payments Terms conflict with the Product's Terms of Service about payments, these control.

How you accept these terms

Inside the Product, at the moment you set up payouts, you accept these Payments Terms with a checkbox —"I agree to the Platform Payments Agreement" — and the words themselves link to this page, so the full text is one tap away before you tick anything. The button beside the checkbox says the same thing, and it does nothing until the box is ticked. Your acceptance is recorded with the date and the version id of the text you agreed to (currently ppa-v1), so it is always clear which words those were. If we change these terms we bump that version and tell you before the change applies.

Questions about any of this go to [email protected], or by mail to the address below.