Solacare Payment Processing and Stripe Connect Supplemental Terms

1. Scope

These Supplemental Terms apply when you apply for, connect, enable, or use the Platform's Stripe Connect payment feature. If you later disable the feature, these Supplemental Terms continue to apply to transactions, refunds, disputes, investigations, taxes, fees, and negative balances arising before disablement and not yet fully resolved.

If you enable payments for an organization, you represent and warrant that you are authorized to accept these Supplemental Terms and the relevant Stripe agreements on its behalf. The organization is the Payee and is responsible for payment activity carried out by its members through the Connected Account.

2. Definitions

• "Client Funds" means amounts paid by a Client for counselling, assessment, consultation, courses, or other professional services provided by the Payee.
• "Connected Account" means a Stripe account established or enrolled in the Payee's name and connected to the Solacare Platform through Stripe Connect.
• "Direct Charge" means a Connect payment created directly on a Connected Account, with the related transaction recorded primarily on that Connected Account.
• "Platform Service Fee" means a fee charged by Solacare for Platform, booking, management, communication, document, payment integration, or other services.
• "Payment Processing Fee" means a fee charged by the Platform at the published rate for enabling and providing payment functionality. Unless expressly described as a pass through at cost, it may not equal the actual fee charged by Stripe for a particular transaction.
• "Stripe Fees" means fees charged by Stripe or a payment network for payment processing, currency conversion, disputes, instant payouts, account services, or other features.
• "Dispute" includes a cardholder, issuer, payment network, or payment provider dispute, reversal, or chargeback.

3. Roles of the Parties

• The Payee provides the professional services purchased by the Client and is responsible for service content, pricing, receipts, cancellation and refund policies, tax, and payment disputes with the Client.
• Stripe is an independent payment service provider responsible for its payment infrastructure, identity and business verification, authorization, settlement, payouts, risk management, and related compliance functions.
• Solacare provides Platform software, payment interfaces, the Stripe Connect integration, and related administrative tools. We are not the seller or provider of the professional services merely because we provide a payment interface.

Under a Direct Charges configuration, a payment is generally created on the Payee's Connected Account, the payment increases that account's balance, and the Platform may collect an application fee. The final allocation of legal and financial responsibility may still depend on the Stripe account type, Connect configuration, location, and Stripe terms then in effect.

4. Provider of Professional Services

The Payee is the actual provider of the professional service purchased by the Client and the counterparty to that transaction. The Payee must ensure that the business name, service description, price, currency, contact details, cancellation policy, and refund policy shown on the Platform and payment page are accurate, clear, and not misleading.

Solacare may display the Platform name, Payee name, or information required by Stripe on payment pages, receipts, statement descriptors, or related notices. The Payee must provide an appropriate statement descriptor to reduce the risk of a Client disputing an unfamiliar charge.

5. Stripe Onboarding and Connection

You must complete the onboarding and Connect process required by Stripe before using Platform payments. Stripe may require personal, organizational, director, ultimate beneficial owner, representative, address, bank account, tax, and business information.

Whether a Connected Account is configured as Standard, Express, Custom, or another configuration depends on the actual Stripe setup. General labels used in the Platform interface are not a guarantee of Stripe's legal classification or allocation of responsibility.

6. Stripe Agreements

By completing Stripe onboarding or continuing to use a Connected Account, you agree to the then applicable Stripe Connected Account Agreement, Stripe Services Agreement, privacy policy, restricted business rules, and other relevant terms. Those agreements are entered into directly between you and the relevant Stripe entity.

Stripe may update its agreements and requirements from time to time. You are responsible for reviewing and complying with the current versions. If you do not agree to Stripe's terms, you must not use the Platform payment feature.

7. Identity, Business, and Bank Verification

You must provide true, accurate, complete, and current information and promptly update any change. Stripe or Solacare may request additional documents to verify identity, authority, professional activity, organizational ownership, bank account, or transaction purpose.

You authorize Solacare to transmit to Stripe information reasonably required for onboarding, Connected Account administration, risk review, and legal compliance, and to receive account status, verification requirement, payment, refund, dispute, balance, and payout information from Stripe.

If you do not provide required information on time, Stripe or Solacare may restrict payment, refund, or payout functions. Solacare does not guarantee approval and cannot override Stripe's verification or risk decisions.

8. Ongoing Eligibility and Compliance

While using payment features, you must maintain all required professional qualifications, business registrations, bank accounts, authorizations, and insurance, and comply with applicable consumer protection, anti money laundering, sanctions, tax, professional conduct, and payment network rules.

You must promptly update account information and notify Solacare of any material change to your professional status, organization ownership, payout bank account, principal business, service location, or legal status.

9. Prohibited and Restricted Transactions

You must not use payment features for sham transactions, third party payment collection, cash advances, unauthorized subscriptions, unlawful services, transactions prohibited by payment network rules, or a business prohibited or restricted by Stripe unless expressly approved.

You must not use payment features for goods or services unrelated to the professional services registered on the Platform, or split, duplicate, or misdescribe transactions to avoid fees, risk controls, transaction limits, or regulatory requirements.

10. Payment Authorization

Before submitting a payment, the Payee must obtain valid Client authorization and clearly disclose the amount, currency, timing, cancellation policy, and refund policy. For recurring or future charges, the Payee must obtain the express authorization required by applicable law and payment network rules.

Submission does not guarantee final payment. A transaction may be declined, reversed, delayed, or subject to further verification by an issuer, Stripe, a payment network, or another participant.

11. Direct Charges Payment Flow

Unless the Platform states otherwise, the Platform expects to process Client payments using Stripe Connect Direct Charges. The payment is created on the Payee's Connected Account, credited to that account after applicable deductions, and paid out by Stripe to the Payee's registered bank account under Stripe's payout schedule.

Stripe may delay or suspend payouts because of new account verification, transaction risk, dispute rate, refunds, legal requirements, bank holidays, currency conversion, or other reasons. Any estimated date shown by the Platform is for reference only.

12. Payment Methods and Currencies

Available payment methods, currencies, and regions are determined by the Platform and Stripe from time to time. Certain payment methods may involve additional fees, longer settlement periods, specific refund restrictions, or different dispute rules.

For currency conversion, Stripe, a bank, or a payment network may apply its own rate and fees. Unless the Platform expressly states otherwise, the Payee bears differences caused by exchange rate movement, conversion, cross border payment, or bank charges.

13. Payouts and Bank Accounts

You must ensure that the registered bank account is lawfully held by you or the Payee organization and can receive the applicable currency. You bear loss caused by incorrect bank details, a closed account, name mismatch, bank rejection, bank charges, or third party delay.

Stripe may offer automatic or manual payout schedules and fee based instant payouts. Available arrangements and fees are determined by Stripe.

14. Platform Service Fee

Solacare may charge a Platform Service Fee for Platform and payment related services according to your selected plan. Unless the pricing page states otherwise, the current arrangement is as follows.

• Growth plan: a Platform Service Fee equal to 10% of eligible professional service payments processed through the Platform, capped at HKD 950 per calendar month.
• Core plan: no transaction percentage Platform Service Fee, although subscription fees, Payment Processing Fees, and other applicable fees may still apply.
• Community plan: unless separately enabled by the Platform, Platform payment collection is not included.

The calculation of the Growth monthly cap, including applicable time zone, refunds, multiple currencies, unsettled month end transactions, and plan changes, is governed by the pricing page and account disclosures. The cap applies only to the Platform Service Fee expressly described as capped. It does not apply to Payment Processing Fees, Stripe Fees, taxes, refunds, disputes, or other charges.

15. Payment Processing Fee

For each payment successfully processed through the Platform, Solacare may currently charge a Payment Processing Fee equal to 4.8% of the gross transaction amount, without a monthly cap unless the pricing page states otherwise. This fee supports payment processing, the Connect integration, payment operations, risk, and related costs.

The Payment Processing Fee is a published contractual Platform fee. It is not a representation that the exact fee charged by Stripe for each transaction is being passed through or reimbursed at cost. Stripe's actual cost may vary by payment method, location, currency, account configuration, refund, dispute, and other factors.

If the Core plan permits you to collect payment outside the Platform and you do not use the Platform payment feature for that payment, the Payment Processing Fee under this Section does not apply to that off Platform payment. You are solely responsible for the security, receipts, refunds, tax, and compliance of off Platform collection.

16. Fee Deduction and Authorization

You authorize Stripe and Solacare, under the applicable configuration, to deduct Platform Service Fees, Payment Processing Fees, refunds, disputes, taxes, and other amounts due from transaction proceeds, the Connected Account balance, other amounts payable to you, or future receipts.

If a technical limitation prevents deduction at the time of a transaction, Solacare may invoice you, deduct the amount from future funds, or require payment by another method.

17. Taxes on Platform Fees

Platform fees exclude sales tax, value added tax, goods and services tax, or other indirect tax that must be charged by law, unless the pricing page expressly states that tax is included. You must provide accurate billing and tax information to Solacare.

18. Fee Changes

Solacare may adjust Platform Service Fees, Payment Processing Fees, caps, or calculation methods after reasonable notice. A change generally takes effect on the date stated in the notice or at the next billing period. Continuing to use payment features after the effective date constitutes acceptance of the new fees.

If a payment network, Stripe, bank, tax authority, or legal requirement materially changes cost or responsibility, we may adjust the affected fee sooner or suspend the affected feature to the extent permitted by law.

19. Cancellation and Refund Policy

You must maintain a lawful, reasonable, and clear cancellation and refund policy and provide it before the Client books or pays. You must not rely on these Supplemental Terms or Stripe rules to deny a refund or remedy required by law.

Solacare may provide technical tools for setting and issuing refunds but does not decide whether a Client is entitled to a refund. Unless the law or Platform rules provide otherwise, that decision belongs to the Payee.

20. Refund Processing

Refunds are generally returned to the original payment method. Timing is determined by Stripe, the payment network, and the Client's bank. You must maintain sufficient Connected Account funds for refunds and related fees.

Unless the pricing page or refund interface expressly states otherwise, Payment Processing Fees and Stripe Fees already incurred may not be returned. Whether a Platform Service Fee is fully or proportionally returned is determined by the rule displayed when the refund is issued and your applicable plan.

You must not issue a duplicate refund outside Stripe after a Stripe refund has been made, or require a Client to withdraw a legitimate dispute as a condition of receiving a refund to which the Client is entitled.

21. Disputes and Chargebacks

Under a Direct Charges configuration, a disputed amount is generally debited from the Payee's Connected Account. You must monitor Stripe notices and provide truthful, complete, and appropriate evidence within the required deadline.

Solacare may assist by transmitting transaction, appointment, or Platform records but does not guarantee the result. A decision by an issuer or payment network may be final and outside the control of Solacare or Stripe.

You must comply with privacy and professional confidentiality duties. Evidence should be limited to the minimum information directly relevant to the transaction and service delivery. Detailed clinical notes, diagnoses, counselling content, or third party data should not be disclosed unless strictly necessary and lawful.

22. Dispute Fees and Losses

You are responsible for the disputed amount, dispute fee, payment network assessment, refund, and other loss associated with your transaction unless the actual Stripe configuration or a written Solacare agreement allocates responsibility to another party.

Certain fees may remain nonrefundable even if you successfully defend a dispute. Solacare is not required to advance disputed funds or reimburse dispute loss.

23. Negative Balances and Recovery

Refunds, disputes, fees, payout reversals, or other adjustments may create a negative Connected Account balance. Stripe may offset future receipts, debit a registered bank account, pause payouts, establish a reserve, or take other recovery measures under its terms.

If Solacare is debited, required to maintain a reserve, or required to pay any amount because of your negative balance, transaction, breach, or Stripe configuration, you must reimburse Solacare promptly on request, together with reasonable recovery costs. Solacare may set off that amount against funds payable to you.

24. Holds and Reserves

To the extent permitted by the applicable agreements and law, Stripe or Solacare may delay payouts, restrict transactions, or require a reserve because of high refund or dispute rates, suspicious activity, complaints, performance risk, account termination, or another reasonable risk.

Information about a reserve or hold will be provided when reasonably available, but notice may be delayed or limited where disclosure could compromise an investigation or conflict with law, payment network rules, or Stripe instructions.

25. Transaction and Service Records

You must retain records sufficient to establish that a transaction was legitimate, the Client authorized payment, the service was booked or provided, and the cancellation and refund policy was disclosed. Retention must comply with applicable law, professional standards, tax requirements, and Stripe rules.

Transaction records are not a substitute for complete clinical records. Documents used for payment disputes should be managed separately from clinical content and follow data minimization principles.

26. Receipts and Invoices

You are responsible for providing any receipt, invoice, or insurance reimbursement document required by law and ensuring that the provider, qualification, date, amount, currency, and tax information is accurate.

A receipt or payment confirmation generated by the Platform is an administrative tool only. You must review it and provide additional documentation where required by law or professional rules.

27. Payee Tax Responsibility

You are solely responsible for determining whether your services are taxable and for registering, calculating, collecting, reporting, and remitting all applicable taxes. Solacare and Stripe do not provide tax, accounting, or legal advice.

If law requires Solacare or Stripe to collect tax information, withhold funds, file reports, or disclose transaction information to a tax authority, you agree to provide the required information and accept the legally required processing.

28. Reconciliation and Error Notice

You must regularly reconcile Platform, Stripe, and bank records. If you identify an error in a fee, refund, payout, or transaction record, you must notify Solacare promptly and within any applicable Stripe or payment network deadline.

Except for rights that cannot lawfully be limited, if you do not make a specific objection within 60 days after a transaction record is made available, the related Platform fee record may be treated as prima facie correct. This does not prevent correction of an obvious technical error or fraud.

29. Payment Data Handling

Full card numbers, security codes, and other sensitive payment credentials are generally collected directly by Stripe or an approved Stripe payment component. Solacare does not intend to store full card data on its own servers.

Solacare may receive transaction identifiers, payment status, card brand, last four digits, expiry information, billing data, refund, dispute, risk, and payout data to provide payment, reconciliation, support, security, and compliance functions.

30. Privacy and Data Sharing

Stripe processes certain payment, identity verification, risk, and compliance data independently under its own agreements and privacy policy. Solacare's handling of personal data is described in the Privacy Policy.

You must have a lawful basis for providing Client data to Stripe and Solacare and must provide required notices to Clients. You must not include unnecessary sensitive clinical information in payment notes, product descriptions, or dispute evidence.

31. Account and Payment Security

You must protect your Solacare and Stripe accounts, email, devices, multifactor authentication methods, and bank information. You must immediately notify Solacare and Stripe of an unauthorized transaction, account compromise, bank detail change, or suspicious activity.

You must not collect or store a full card number or security code or ask a Client to send payment card data through ordinary messaging, email, forms, or clinical notes.

32. Risk Monitoring and Information Requests

Solacare may monitor payment activity and receive Stripe risk signals to detect fraud, account takeover, unusual refunds, excessive disputes, and prohibited activity. We may ask you to explain a transaction or provide reasonable evidence relating to payment and service delivery.

Risk monitoring does not mean that Solacare guarantees that a transaction is legitimate or will not be disputed. You remain responsible for Client identity, service delivery, and transaction risk.

33. Suspension or Restriction of Payment Features

If Stripe restricts a Connected Account, or Solacare reasonably believes there is fraud, illegality, a serious complaint, inaccurate information, a qualification issue, a negative balance, excessive disputes, a security incident, or a breach of these Supplemental Terms, we may restrict or suspend payment features.

Where reasonably practicable, we will notify you and provide an opportunity to remedy the issue. We may act immediately where required to protect Clients, the Platform, Stripe, a payment network, or to comply with law.

34. Disablement and Termination

You may stop accepting new payments or disconnect the Connected Account using the process provided by the Platform. Disconnection does not cancel obligations relating to existing transactions, refunds, disputes, taxes, fees, negative balances, or record retention.

Solacare may terminate the Connect integration because of Platform account termination, discontinuation of payment services, law, or a Stripe requirement. You may still need to resolve outstanding matters directly through Stripe after termination.

35. Setoff and Recovery

To the extent permitted by law, Solacare may set off an amount due from you against any amount now or later payable by Solacare to you. You must reimburse amounts and reasonable recovery costs incurred by Solacare because of your transaction, account, breach, refund, dispute, or negative balance.

36. Stripe Service Disclaimer

Stripe is an independent third party. Solacare does not control the systems, verification, authorization, risk assessment, payout, reserve, refund, or dispute decisions of Stripe, a bank, payment network, or issuer.

To the fullest extent permitted by applicable law, Solacare is not liable for loss caused by third party payment interruption, error, delay, account restriction, fund hold, bank rejection, exchange rate movement, or payment network decision, except to the extent directly caused by Solacare's own wilful misconduct or gross negligence.

37. Payee Indemnity

To the extent permitted by applicable law, you agree to indemnify Solacare and its directors, employees, and agents against third party claims, refunds, disputes, losses, penalties, taxes, liabilities, and reasonable legal fees arising from your provision or nonprovision of professional services, breach of Client rights, law, professional rules, Stripe terms, or these Supplemental Terms, inaccurate information, refunds, disputes, tax, negative balance, or unauthorized use of your account.

This Section does not require you to indemnify Solacare for Solacare's own wilful misconduct, fraud, gross negligence, or conduct that cannot lawfully be indemnified.

38. Limitation of Liability

The disclaimers and limitations of liability in the Terms of Service apply to these Supplemental Terms. No limitation excludes liability that cannot lawfully be excluded or limited or affects a nonwaivable statutory consumer right.

39. Changes to These Supplemental Terms

We may update these Supplemental Terms because of changes to the Services, Stripe configuration, fees, risk, law, or regulatory requirements. We will make reasonable efforts to notify you of a material change by email, Platform notice, or account message.

If a change requires new express consent, we will obtain it before continued use of the affected payment feature. Other changes apply from the stated effective date.

40. Governing Law

These Supplemental Terms are governed by the laws of Ontario and the federal laws of Canada applicable in Ontario. The dispute and jurisdiction provisions in the Terms of Service also apply.

Your agreement with Stripe is governed by the law and dispute procedure specified in the Stripe agreements and is not modified by these Supplemental Terms.

41. General

If any provision is found invalid or unenforceable, the remaining provisions continue in effect. A delay in exercising a right is not a waiver. You may not assign your rights or obligations under these Supplemental Terms without Solacare's prior written consent.

If these Supplemental Terms are available in more than one language and there is an inconsistency, the English version prevails, without affecting any language or consumer right that cannot lawfully be excluded.

42. Contact Us

For questions about Platform fees, Platform payment settings, or these Supplemental Terms, email [email protected]. For Stripe identity verification, Connected Account restrictions, payouts, or Stripe's own fees, contact Stripe directly through the Dashboard, management link, or support channel provided by Stripe.