PhiXenia Transaction Services and Third-Party Payment Processor Terms

These PhiXenia Transaction Services and Third-Party Payment Processor Terms (the “Transaction Services Terms”) govern transaction-enabling software and related services used by the Customer identified in the account record (“Merchant” or “Customer”). They supplement the PhiXenia Service Agreement. PhiXenia LLC (“PhiXenia”) provides software that enables Customer to initiate, manage, and reconcile transactions. One or more independent third parties—including payment processors, acquiring banks, payment facilitators, financial institutions, and card networks (each a “Payment Processor”)—perform the actual payment-processing and funds-settlement services.

1. Important relationship and fee disclosure

2. Independent Payment Processor

PhiXenia does not authorize, clear, settle, or process card or bank payments and does not act as a bank, card network, escrow agent, or money transmitter. The Payment Processor performs those functions under its own licenses, rules, systems, terms, and privacy notice. PhiXenia supplies software instructions and transaction data to the Processor as authorized by Customer and displays information returned by the Processor.

Where the Payment Processor requires it, Customer must complete Processor onboarding, maintain an eligible connected merchant account, and accept the Processor’s terms, prohibited-business rules, privacy notice, and bank or card-network agreements. For the initial Square integration, applicable terms may include Square’s current General Terms of Service and Payment Terms, together with any Commercial Entity Agreement or additional terms Square requires.

Square legal terms: General Terms of Service | Payment Terms

The Payment Processor may approve, decline, restrict, reserve, suspend, or terminate processing based on underwriting, law, network rules, fraud risk, disputes, or its agreements. PhiXenia cannot override a Processor decision. Transaction functionality may therefore be unavailable even if the PhiXenia software account remains active.

3. Merchant identity and onboarding

Customer will provide accurate business, tax, ownership, bank, website, product, fulfillment, refund, and transaction information and will promptly update changes. Customer authorizes PhiXenia to transmit that information and supporting documents to Payment Processors and verification vendors and to receive status, risk, payment, payout, and dispute information. Customer authorizes lawful identity, sanctions, fraud, credit, business, and bank-account verification required by a Payment Processor.

4. The 3% PhiXenia transaction service fee

4.1 Standard rate

Unless Order Details expressly state otherwise, each eligible transaction completed through PhiXenia’s transaction software is subject to a fee payable to PhiXenia equal to 3.00% of the Gross Transaction Amount (the “PhiXenia Service Fee”). “Gross Transaction Amount” means the total amount charged in the transaction, including tax, tips, deposits, and other amounts collected from the payer, but excluding cash or external payments merely recorded in PhiXenia. The PhiXenia Service Fee is compensation solely for PhiXenia’s software and related transaction services. It is not an interchange fee, card-network assessment, merchant discount rate, acquiring fee, or payment-processing fee.

4.2 PhiXenia absorbs Processor costs

PhiXenia is solely responsible for paying and absorbing all costs charged by a Payment Processor for merchant payment processing. No Processor charge will be added to the PhiXenia Service Fee, separately invoiced to Customer, or passed through by deduction from Customer’s proceeds without a corresponding PhiXenia credit or reimbursement. This promise covers, without limitation, Processor discount rates, interchange, card-network assessments, authorization, capture, settlement, application, platform, batch, payout, refund-processing, dispute-administration, and other merchant-processing fees, regardless of the Processor’s pricing method or rate.

If a Payment Processor mechanically deducts a merchant-processing charge from Customer’s transaction settlement or connected account, PhiXenia will provide a credit, reimbursement, or settlement adjustment in the same amount so Customer does not bear that charge. Subject to refunds, chargeback principal, legally required withholding, and Customer obligations expressly identified in Section 4.3, Customer’s transaction-based cost to PhiXenia is the 3.00% PhiXenia Service Fee—not the PhiXenia Service Fee plus Processor costs.

4.3 Amounts that are not Processor costs

The following are not merchant-processing costs and remain Customer’s responsibility when applicable:

• the principal amount of a refund, chargeback, reversal, fraudulent transaction, or other payment returned to or recovered for a payer;
• taxes, tips, deposits, customer credits, and other amounts belonging to a payer, taxing authority, or third party;
• fines, penalties, damages, losses, or remediation costs caused by Customer’s fraud, prohibited activity, inaccurate information, violation of law, breach of Processor terms or network rules, or failure to provide purchased goods or services;
• hardware, communications, shipping, replacement equipment, onsite services, or software outside Customer’s accepted plan; and
• amounts Customer separately authorizes for a non-processing product or service supplied by PhiXenia or another third party.

4.4 Fee changes

PhiXenia may change the PhiXenia Service Fee by providing at least 30 days’ advance written notice stating the new rate and effective date. Customer may stop using transaction functionality before the change takes effect. A change in a Payment Processor’s rates does not itself create a separate fee payable by Customer and will not be passed through; PhiXenia may instead absorb the change, change its own Service Fee prospectively after the required notice, change Processors, or discontinue an affected payment method or optional feature.

5. No Processor-cost pass-through or automatic customer surcharge

The PhiXenia Service Fee is charged to Customer as the business using PhiXenia. PhiXenia will not automatically add a payment-processing surcharge or other Processor-cost pass-through to the amount charged to an end customer. Customer may not describe PhiXenia as the payment processor or describe the PhiXenia Service Fee as a card-processing fee, interchange fee, or Processor fee. Any future feature that permits Customer to add its own end-customer fee will require separate disclosures and must comply with applicable law, Processor terms, and card-network rules; it will not change PhiXenia’s obligation to absorb merchant-processing costs.

6. Payment authorization and transaction responsibilities

Customer will initiate a payment only for a bona fide sale authorized by the payer, in the correct amount, and in compliance with law and Processor rules. Customer is responsible for accurate descriptions, receipts, proof of delivery or attendance, cancellation and refund policies, customer service, recurring-payment consent, and records supporting a transaction. Customer will not split transactions to avoid limits, submit its own cards to create artificial volume, process for another undisclosed merchant, accept prohibited goods or services, or use the Services for cash advances or money transmission.

Customer authorizes PhiXenia to send authenticated transaction instructions to the Payment Processor and authorizes the Processor to create charges, capture authorized amounts, process refunds, tokenize payment methods with proper payer authorization, and return transaction data. PhiXenia does not itself execute those processing functions.

7. Settlement and payouts

Payment proceeds are received, held, settled, and paid out by the Payment Processor to Customer’s linked processor account or bank account. PhiXenia does not take custody of Customer funds as an escrow agent. The Processor may deduct refunds, chargeback principal, reserves, legally required withholding, the PhiXenia Service Fee as instructed, and its own processing costs. Any deducted processing cost will be offset by PhiXenia as required by Section 4.2 so it is not passed through to Customer. Payout timing remains subject to the Processor’s schedule, bank processing, weekends, holidays, risk review, reserves, and account restrictions.

Customer is responsible for maintaining accurate payout instructions and reconciling transactions, the PhiXenia Service Fee, credits for Processor costs, refunds, disputes, and deposits. Customer authorizes the Processor and, where applicable, PhiXenia to offset Customer obligations from transaction proceeds, a connected balance, or an authorized account as permitted by the applicable agreement.

8. Holds, reserves, and risk controls

A Payment Processor may impose transaction limits, delayed settlement, rolling or fixed reserves, payout holds, documentation requests, or other risk controls. PhiXenia may also limit transaction functionality where reasonably necessary to prevent fraud, protect users, comply with law or Processor direction, or address an account reasonably likely to create losses. A hold or reserve is not a processing fee and may temporarily affect the availability of Customer’s funds. When lawful and practicable, the party imposing the control will provide notice. Customer will cooperate with reasonable verification and risk requests.

9. Refunds

Customer is responsible for its refund obligations and policies. Refunds may be made only through available functionality to the original payment method unless law or Processor rules permit otherwise. Unless Order Details expressly state otherwise, the PhiXenia Service Fee is earned when a transaction is successfully completed and is not returned to Customer when Customer later refunds the transaction. PhiXenia will absorb any Processor fee charged for processing the refund.

Customer authorizes the refund principal to be deducted from unsettled proceeds, Processor balance, reserve, linked account, or other authorized payment method. If the refund principal exceeds available funds, Customer must promptly fund the negative balance. No Processor refund fee will be passed through to Customer.

10. Disputes and chargebacks

Customer bears the risk of the principal amount of chargebacks, payment disputes, reversals, fraud, and nonpayment arising from Customer’s transactions, even after payout or account termination. Customer authorizes the Processor to reverse the disputed principal, place holds, use reserves, and debit an authorized account as permitted by the Processor agreement. PhiXenia will absorb Processor-imposed dispute, retrieval, arbitration, chargeback, and administration fees and will not pass those processing costs through to Customer.

Customer will monitor dispute notices and submit complete, truthful evidence within the stated deadline. PhiXenia may display or transmit dispute information and assist with workflow, but does not process the dispute, control the Processor or card network, or guarantee the outcome. Customer remains responsible for fines, penalties, damages, or losses caused by Customer’s fraud, prohibited activity, legal violation, breach of Processor rules, or failure to provide purchased goods or services.

11. Recurring and card-on-file customer payments

Before initiating a recurring or future end-customer charge, Customer must clearly disclose the amount or calculation method, frequency, duration, trial conversion, cancellation method, and material terms; obtain the payer’s express informed consent; provide a receipt or confirmation; retain evidence; send legally required reminders; and provide a simple cancellation method. Customer will stop charges promptly after cancellation or revocation. A saved payment method may not be used for a different purpose or amount without authorization permitted by law and network rules.

12. PCI and card data

Customer and PhiXenia will use Payment Processor-hosted card-entry methods and follow their applicable Payment Card Industry Data Security Standard responsibilities. Customer may not enter card numbers or security codes into notes, forms, messages, waiver fields, support tickets, or any field not expressly designed for card entry. PhiXenia does not intentionally store full card numbers or card security codes. Customer remains responsible for its devices, network, personnel, paper records, telephone collection, and any card data handled outside Processor-hosted components.

13. Taxes and reporting

Customer is responsible for taxes on its sales and for accurately configuring tax collection. A Payment Processor or PhiXenia may report transactions, issue tax forms, apply backup withholding, or disclose information when legally required. The PhiXenia Service Fee may have separate tax treatment from Customer’s underlying sale. Customer should consult a qualified tax professional.

14. Processor changes

Customer authorizes PhiXenia to designate an additional or replacement Payment Processor to preserve service quality, economics, coverage, compliance, or business continuity. PhiXenia will provide at least 30 days’ advance notice when practicable. Customer may be required to accept new Processor terms, repeat identity or bank verification, or re-enter payment credentials because tokens may not be transferable. PhiXenia will not activate a replacement Processor for Customer where separate affirmative consent is legally or contractually required until that consent is obtained. A Processor change does not permit PhiXenia to pass through merchant-processing costs.

15. Suspension and termination

Customer may stop using transaction functionality, subject to outstanding transactions and obligations. PhiXenia may suspend or terminate transaction functionality immediately for Processor direction, suspected fraud or illegal activity, prohibited business, sanctions risk, excessive disputes, security threat, false information, negative balance, or material breach. Termination does not affect pending settlements, refunds, disputes, reserves, PhiXenia Service Fees, reporting, or liabilities arising from prior transactions.

16. Disclaimer and liability

Payment processing depends on independent third parties and is subject to Processor availability and approval. PhiXenia does not guarantee that a transaction will be authorized, that fraud will be prevented, that a dispute will be won, or that funds will be available on a particular date. The Service Agreement’s warranty disclaimers, indemnification, and liability limits apply to these Transaction Services Terms. Customer’s obligations for transaction principal, refunds, chargebacks, fraud losses, fines, penalties, and negative balances are not limited by the Service Agreement’s liability cap. This provision does not permit PhiXenia to pass through Processor fees.

17. Electronic acceptance

Checking the Transaction Services Terms box and selecting “Continue to card verification” constitutes Customer’s electronic signature and acceptance of the 3% PhiXenia Service Fee, PhiXenia’s obligation to absorb Processor costs, and the independent Payment Processor relationship described here. The acceptance record may include the signer, Customer, Processor, rate and fee disclosures displayed, document title and version, checkbox text, timestamp, IP address, and device or session information. Processor onboarding may require separate acceptance directly with the Processor.

18. Contact

Transaction support: payments@phixenia.com. Billing: billing@phixenia.com. Legal: legal@phixenia.com. Mail: PhiXenia LLC, Attn: Transaction Services, [PUBLIC BUSINESS MAILING ADDRESS], Herriman, Utah 84096.