Merchant terms of service

Last updated: 26 July 2026

These terms govern your business's use of Spleetz, a product of Syndew Technology Inc., a Florida corporation ("Syndew", "we", "us"). By signing an Order Form, clicking to accept, or accepting a payment through Spleetz, you ("Merchant", "you") agree to these terms.

1. Definitions

Split Transaction means a single amount payable to you, divided into two or more Shares payable by one or more Payers, using one or more payment cards.

Share means a portion of a Split Transaction allocated to a specific Payer or a specific card.

Payer means a person who pays a Share.

Organiser means the Payer who initiates a Split Transaction and defines the Shares.

Collection Window means the period during which all Shares in a Split Transaction must be successfully authorised, as set out in section 5.

Completion means the point at which every Share in a Split Transaction has been successfully authorised and captured, and the full amount is settling to you.

Processor means Stripe, Inc. or any other licensed payment processor we designate.

Evervault means Evervault Inc./Evervault Ltd, Syndew's card security provider, which encrypts card data on the Payer's device and holds the decryption keys.

Services means the Spleetz platform, APIs, merchant dashboard, hosted checkout, and any hardware we supply.

2. What Spleetz is, and what it is not

Spleetz is a payment orchestration and technology service. We coordinate the collection of multiple Shares against a single transaction and provide the interface, logic, and reconciliation for that process.

We contract with the Processor as a platform. You are onboarded as a connected account under our platform. As part of onboarding you will complete the Processor's own verification process and accept the Processor's connected account agreement directly. Your commercial relationship (pricing, support, account management, and the Services themselves) is with us, not with the Processor.

Funds from your transactions settle from the Processor into your connected account balance and are paid out from there to the bank account you nominate. Our fees are deducted at the point of processing. Syndew does not take custody of settlement funds; they are held by the Processor, which is the licensed party, until payout.

We are responsible to you for the Services. The Processor is responsible for verifying your account, holding and moving funds, and for its own obligations under the agreement you accept with it.

We are not a bank or a lender, and nothing in these terms creates any such relationship.

Card data handling. Card data is encrypted by Evervault before it enters our systems, and we do not hold the keys to decrypt it. Guest payments made through a digital wallet involve no card number at all. This is described in section 2A and in our Privacy Policy.

2A. Card data and PCI DSS

2A.1 Two flows. Spleetz collects payment in two ways. In the guest flow, a Payer pays from a shared link or QR code using a digital wallet; a device token is supplied to the Processor and no card number is handled by us or by you. In the account flow, a Payer with a Spleetz app account saves a card, which is stored by the Processor for charging and separately retained by Syndew as a copy encrypted on the Payer's device by Evervault, our card security provider. The encrypted copy exists so that Syndew is not dependent on a single Processor and can migrate or route payments without requiring Payers to re-enter their cards.

2A.2 Dual control. Under our arrangement with Evervault, Syndew holds the encrypted card data and Evervault holds the decryption keys. Syndew cannot decrypt card data unilaterally, and no member of Syndew's staff can retrieve a card number in readable form. Card security codes (CVV/CVC) are never stored.

2A.3 Our compliance. Because card data is encrypted before it enters our environment, Syndew's PCI DSS obligations fall within the SAQ A control set, which we complete and re-validate annually. Evervault and the Processor each maintain PCI DSS Level 1 Service Provider validation. We will provide our current Self-Assessment Questionnaire and Attestation of Compliance, and those of our providers where we are permitted to, on request.

2A.4 Your compliance. You remain independently responsible for your own PCI DSS compliance in respect of your systems, staff, and premises. Using Spleetz reduces but does not eliminate your scope. You will not: request, collect, record, photograph, or transcribe full card numbers or security codes from Payers; store cardholder data in your own systems, booking notes, or paper records; or ask a Payer to read card details aloud to staff.

2A.5 Saved cards. A saved card is stored under the Payer's own Spleetz account, not under your merchant account. You have no right to use, access, export, or charge a saved card, and no card data is transferred to you on termination or at any other time. You receive only the last four digits and card brand on your transaction record.

2A.6 Security incidents. If we become aware of a security incident affecting card data or personal data associated with your transactions, we will notify you without undue delay and no later than 72 hours after confirming it, and will cooperate with any card network forensic investigation. Where an incident is caused by your acts or omissions, section 15 applies.

2B. Processor changes and continuity

2B.1 We may change or add Processors. We may designate an additional or replacement Processor at any time. We will give you as much notice as circumstances allow, and immediate notice where a change is forced on us.

2B.2 You will onboard to a replacement Processor. Onboarding to a Processor requires action from you, so this obligation is a condition of continued service. Where we designate a replacement or additional Processor, you agree to complete that Processor's verification process and accept its connected account terms promptly, and in any event within 10 business days of our request. You authorise us to submit such of your onboarding and verification information as we hold to a designated Processor on your behalf, to reduce what you have to re-enter.

2B.2A Standing readiness. We may ask you to complete onboarding to an additional Processor in advance of any need to use it, so that a fallback is available immediately if a Processor withdraws support. You agree to complete such onboarding on the same 10 business day basis. Maintaining an onboarded secondary Processor is a condition of continued service where we require it.

2B.3 Your saved card data moves with you. Card data held by us in encrypted form may be transferred to a replacement Processor so that Payers are not required to re-enter their cards. This transfer is carried out between PCI DSS Level 1 certified environments.

2B.4 If a Processor suspends or terminates us. If a Processor suspends, restricts, or terminates our access, we will notify you without undue delay and will route new Split Transactions to an alternative Processor as soon as your onboarding to it permits. We are not liable for settlement delays, frozen funds, or reserves imposed by a Processor, and any such amounts remain a matter between you and that Processor. Section 14 applies.

2B.5 Failure to onboard. If you do not complete onboarding to a designated Processor within the period in 2B.2, we may suspend the Services for your account until you do.

3. Eligibility and onboarding

To use Spleetz you must:

1. Be a business lawfully operating in the United States [OR: in a supported jurisdiction listed at spleetz.com/coverage];
2. Complete our onboarding and the Processor's account verification, including identity and beneficial-ownership checks;
3. Maintain an active account with the Processor in good standing;
4. Not operate in a category on our Prohibited Businesses list (Schedule A);
5. Provide accurate information and tell us within 5 business days of any material change to your ownership, business model, or contact details.

We may decline, suspend, or terminate any Merchant at our discretion, including where the Processor requires it.

4. Your obligations

You will:

• Present Spleetz accurately at checkout and not misrepresent how it works;
• Provide accurate transaction amounts, descriptions, and booking references;
• Display your refund, cancellation, and no-show policy clearly before checkout, and honour it;
• Deliver the goods or services paid for;
• Comply with all applicable card network rules, PCI DSS, consumer protection law, and, where you handle any cardholder data yourself, maintain and evidence PCI DSS compliance;
• Not impose a surcharge, minimum, or fee on Spleetz payments beyond what card network rules and applicable law permit;
• Not use Spleetz to process transactions for any other business, to obtain cash advances, or to process your own cards;
• Keep your dashboard credentials secure and promptly disable access for departed staff;
• Not attempt to circumvent, reverse engineer, or benchmark the Services without our written consent.

5. How Split Transactions work, and what happens when they don't complete

This section matters more than any other. Read it.

5.1 Initiation. You or a Payer creates a Split Transaction for a stated total. We generate a QR code or short code identifying it.

5.2 Collection. Each Payer authorises their Share from their own card. We show all participants the running status.

5.3 Collection Window. Unless we agree otherwise in writing, all Shares must be authorised within [the Collection Window: e.g. 24 hours / 7 days] of the first successful Share. Card authorisations expire, and we cannot hold them indefinitely.

5.4 Completion and settlement. On Completion, the full transaction amount settles to you through the Processor on the Processor's standard settlement schedule. You are not paid before Completion.

5.5 Incomplete splits. If the Collection Window expires before all Shares are authorised:

• We release or void all outstanding authorisations and reverse any captured Shares back to the original cards;
• The transaction is marked incomplete and no funds settle to you;
• You are not obliged to deliver the goods or services;
• Any booking, hold, or inventory you reserved is released in accordance with your own policy.

5.6 You control the fallback. You may configure, in the dashboard, whether an incomplete split (a) simply fails, or (b) offers the Organiser the option to pay the remaining balance on their own card. Option (b) is a normal single-card payment and is not a Split Transaction.

5.7 No guarantee of collection. We do not guarantee that any Payer will pay, that any Share will be authorised, or that any Split Transaction will complete. We do not advance, front, underwrite, or guarantee funds to you, and we do not extend credit to any Payer.

6. Fees

6.1 You pay the fees set out in your Order Form or at spleetz.com/pricing. Our fees are inclusive of card processing costs unless your Order Form states otherwise; we do not pass through interchange or Processor fees separately. Fees are deducted from each transaction at the point of processing.

6.2 We may change fees on 60 days' written notice. If you do not accept a fee change, you may terminate without penalty before it takes effect.

6.3 Fees are exclusive of sales, use, VAT, and similar taxes, which you are responsible for. You are responsible for your own tax reporting on transactions processed.

6.4 Amounts unpaid after 30 days accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

7. Refunds, chargebacks, and disputes

7.1 Refunds. You initiate refunds through the dashboard. By default, a refund on a Split Transaction is applied pro rata across the original Shares, back to the original cards. You may instead refund a specific Share where the dashboard permits it. You cannot direct a refund to a card other than the one that paid.

7.2 Chargebacks. A Payer may dispute their Share with their card issuer. A chargeback is raised against the individual Share, not the whole transaction.

7.3 Liability and recovery. You bear full liability for all chargebacks, reversals, refunds, fines, and network assessments arising from your transactions. We may recover these by any of: deducting them from amounts otherwise payable to you; drawing on any reserve held under section 8; debiting the bank account you have nominated, which you authorise us to do; enforcing any personal guarantee given under section 3.3; or invoicing you, payable within 10 days.

7.3A Negative balances. If your connected account balance is insufficient to cover amounts owed, you will fund the shortfall within 5 business days of our demand. Amounts unrecovered after that are a debt due to us.

7.4 Evidence. You will provide the evidence we or the Processor request to defend a dispute within the deadline given. We will make the split record (participants, Shares, timestamps, and status) available to you for that purpose.

7.5 Excessive disputes. If your chargeback ratio exceeds card network thresholds, we may suspend the Services, require a reserve under section 8, or terminate.

8. Reserves and settlement holds

8.1 We may require a rolling reserve, a fixed reserve, or a delayed settlement schedule. We will tell you the amount, the basis, and the release conditions in writing. Reserved funds are held at the Processor and remain yours, released in accordance with the stated conditions less any amounts properly applied under section 7.

8.2 Forward-dated bookings. Where you take payment materially in advance of delivering the service, we may hold all or part of the settlement until closer to the service date. This reflects the chargeback exposure that advance bookings carry and is not a reflection on your business.

8.3 Triggers. We may impose or increase a reserve or hold where: your dispute ratio approaches or exceeds card network thresholds; your transaction volume changes materially; your delivery lead times lengthen; your refund or cancellation rate rises materially; we receive adverse credit, insolvency, or regulatory information about you; or you fail to respond to a request under section 3.2.

8.4 We will review any reserve at least every 90 days and release it where the basis for it has fallen away.

9. Hardware

Where we supply tablets, terminals, or other hardware:

• Title remains with Syndew unless the Order Form says you have purchased it;
• You will keep it at the site stated, use it only for Spleetz, keep it powered and connected, and not modify, root, or install other software on it;
• The devices are centrally managed and we may push configuration and security updates remotely;
• You are responsible for loss, theft, or damage beyond fair wear and tear, at the replacement cost stated in the Order Form;
• On termination you will return all hardware within 14 days in working condition, or pay the replacement cost.

10. Data protection

Each party will comply with applicable data protection law. Our Data Processing Addendum at [URL] forms part of these terms and applies where we process personal data on your behalf.

You are the controller of your customer data. You will give your customers a privacy notice covering the use of Spleetz and obtain any consent your own use requires. Our Privacy Policy at spleetz.com/privacy describes what we do as controller.

11. Intellectual property and publicity

We grant you a non-exclusive, non-transferable, revocable licence to use the Services and our marks solely to present and accept Spleetz payments during the term, in accordance with our brand guidelines. All other rights in the Services, including all software, designs, and documentation, remain ours.

You grant us a licence to use your name and logo to identify you as a Spleetz merchant on our website and in sales materials. You may withdraw this on written notice.

12. Confidentiality

Each party will keep the other's non-public information confidential, use it only for the purposes of these terms, and protect it with at least reasonable care. This does not apply to information that is public, independently developed, or lawfully received from a third party, and does not prevent disclosure required by law.

13. Warranties and disclaimers

We warrant that we will provide the Services with reasonable skill and care.

Otherwise the Services are provided "as is". To the maximum extent permitted by law we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty of uninterrupted or error-free operation.

We do not warrant any particular conversion rate, transaction volume, revenue outcome, or reduction in commission costs. Any figures in our marketing materials are illustrative.

14. Limitation of liability

14.1 Neither party excludes liability for death or personal injury caused by negligence, fraud, or anything else that cannot lawfully be excluded.

14.2 Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, lost bookings, lost data, or loss of goodwill, however caused.

14.3 Our total aggregate liability under these terms is limited to the greater of (a) the fees you paid us in the 12 months before the event giving rise to the claim, or (b) US$[1,000].

14.4 Section 14.3 does not limit your obligations under sections 6 (Fees), 7.3 (Chargeback liability), or 15 (Indemnity).

15. Indemnity

You will indemnify and hold harmless Syndew, its affiliates, and their personnel against all claims, losses, fines, and reasonable legal costs arising from: your goods or services; your breach of these terms or of card network rules; your refund, cancellation, or delivery practices; any dispute between you and a Payer; and your handling of personal data.

16. Term, suspension, and termination

16.1 These terms run from acceptance until terminated.

16.2 Either party may terminate for convenience on 30 days' written notice, unless your Order Form states a committed term.

16.3 We may suspend or terminate immediately if: you breach these terms materially and do not cure within 10 days of notice; the Processor withdraws support for your account; we reasonably suspect fraud, money laundering, or sanctions exposure; your dispute ratio exceeds network thresholds; you fail to fund a negative balance under section 7.3A; or you become insolvent.

16.4 On termination: your licence ends; you will stop displaying our marks; you will return hardware; in-flight Split Transactions will be allowed to complete or will be reversed; and sections 6, 7, 10, 12, 14, 15, 17, and 18 survive.

17. Compliance

You represent that you and your beneficial owners are not subject to US, UK, EU, or UN sanctions, and you will not use the Services in or for the benefit of a sanctioned territory. You will comply with applicable anti-money-laundering, anti-bribery, and anti-corruption law, including the FCPA and the UK Bribery Act.

18. Governing law and dispute resolution

18.1 These terms are governed by the laws of the State of Florida, without regard to conflict of laws rules.

18.2 Arbitration. Any dispute arising out of these terms will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Orlando, Florida, before one arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

18.3 Class waiver. Disputes will be resolved on an individual basis only. Neither party may bring a class, collective, or representative action.

18.4 Carve-out. Either party may seek injunctive relief in court to protect intellectual property or confidential information, and either party may bring an individual claim in small claims court.

19. General

Changes. We may amend these terms on 30 days' notice. Continued use after the effective date is acceptance. Changes required by law, card network rules, or the Processor may take effect immediately.

Assignment. You may not assign without our consent. We may assign to an affiliate or in connection with a merger or sale of assets.

Notices. To you, at the email on your account. To us, at [email protected] and [POSTAL ADDRESS].

Force majeure. Neither party is liable for failure caused by events beyond its reasonable control, excluding payment obligations.

Independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

Entire agreement. These terms, the Order Form, the DPA, and the Privacy Policy are the entire agreement. Where they conflict, the Order Form prevails, then these terms.

Severability. If any provision is unenforceable, the rest continues in effect.

Schedule A: Prohibited Businesses

Spleetz may not be used by or for: unlawful goods or services; controlled substances and drug paraphernalia; weapons, ammunition, and explosives; adult content and services; gambling, lotteries, and sweepstakes [unless separately approved]; virtual currency and money transmission; debt collection, credit repair, and payday lending; multi-level marketing and pyramid schemes; counterfeit or infringing goods; unregistered charities; shell banks; sanctioned parties and territories; escort services; get-rich-quick schemes; and any category the Processor or card networks prohibit.

We may update this schedule at any time.