Merchant agreement

1.1 SimplyCPD and Oppia Limited

SimplyCPD is a web-based service that connects health care professionals (HCPs) and continuous professional development course providers. SimplyCPD makes it easy for HCPs to find the courses that are most relevant to them; For the providers of CPD courses and events, face to face and virtual, it offers advertising access to subscribing HCPs, thus reducing the need for marketing.

Through our web platform, mobile app (the services), we enable course providers to create, advertise, and receive bookings for their CPD courses from health care professionals. HCPs can in return discover, share and register for courses. SimplyCPD is a product name and is owned by Oppia Limited, a company registered in England Company number 09431390. For the purposes of this agreement the terms ‘Oppia Limited’ and ‘SimplyCPD’ may be used interchangeably in referring to the same corporate entity, and may be used interchangeably with ‘our’, ‘us’.

2. The agreement.

The following policy sets forth the terms and conditions upon which Organisers can use the Services to create, promote and/or collect sales proceeds for selling tickets and/or registrations to an event, course or e-learning module. By accepting the Terms of Service, you agree to the terms of this Merchant Agreement without modification and enter into a binding contract with Oppia Limited, the owner of SimplyCPD, which will be applicable when and if you use SimplyCPD to create, promote and/or collect sales proceeds for selling tickets and/or registrations to an event.

4. Payment Methods and Process.

4.1 Payment Methods.

Oppia Limited uses regulated Payment Processing Partners for processing of payments and collection of sales proceeds for tickets or registrations sold to Consumers by the Organisers. Oppia Limited acts as the Organiser's limited payments agent for the purpose of processing Registration Fees using its Payment Processing Partner.

4.2 Our Role.

Oppia Limited does not and will not provide banking, deposit taking, stored value, insurance or any other financial services to an Organiser other than serving as a limited payments agent, utilising third party payment processing partners, merchant acquirers and/or merchant acquiring banks with which we have relationships (collectively, "Payment Processing Partners") and both Organisers and Oppia Limited are subject to the rules and regulations of such Payment Processing Partners. For convenience, Oppia Limited shows you a balance of proceeds for your events in your SimplyCPD account, however, that balance merely reflects the amount of Event Registration Fees (‘sales’) collected by our Payment Processing Partners, and represents only a general unsecured claim against Oppia Limited and not a store of value or a deposit/current account.

4.3 Confirmations.

Upon an order being placed by a Consumer and confirmed through SimplyCPD, SimplyCPD generates a confirmation message and issues a unique confirmation number for that Consumer's order. The Organiser agrees to unconditionally accept, honour and fulfill all ticketing, registrations or other services sold via SimplyCPD that have been confirmed by SimplyCPD. The Organiser agrees it is the Organiser's responsibility to verify a Consumer's confirmation number and/or any event restrictions prior to the applicable event.

4.4 Fees.

The Organiser agrees to pay Oppia Limited all applicable service fees for each ticket or registration or other service sold via SimplyCPD (the "SimplyCPD Service Fee"). To the extent the Organiser uses our payment processing solution, the Organiser also agrees to pay Oppia Limited the additional SimplyCPD Payment Processing fee (the "SimplyCPD Payment Processing Fee") for each ticket, registration or other service sold via SimplyCPD. The current fees can be found below in section 4.5.3, with additional explanation in this article in our Help Centre. Note that these fees are subject to change from time to time with respect to transactions that occur following the change.

4.5 Invoices and statements

4.5.1 Invoices

For free events, courses and webinars, SimplyCPD's Service Fee will be automatically deducted from the Organiser's account within 2 hours of the event commencing by charging the debit card on record for the Organiser, or by deducting the amounts from any positive balance on the Organiser’s account. Invoices for Fees ("SimplyCPD’s Service Fee") will be sent to the Organisers. Failure on the part of Oppia Limited to deduct the Fees automatically does not excuse the Organiser from payment obligation.

4.5.2 Statements

Statements for all monies paid/deducted etc. can be downloaded from the platform as needed

4.5.3 Current fees:

Oppia Limited will charge 0% of the total cost of the ticket plus VAT. The 0% includes the payment processing fee levied by our Payment Processing Partner.

Free online and face to face courses are free of charge

E-learning modules are published without charge on the platform.

4.6 Payment Processing.

(a) Payment Process.

Payment processing occurs directly through our Payment Processing Partners, and you understand and agree that upon sale of a ticket, the ticket value minus fees (as described in 4.5.3) will appear in your Organiser Balance, displayed on the platform. Oppia Limited will pay to your nominated bank account the monies owed to you on the next payment run once five (5) business days have passed since the successful completion of the associated event. Monies owed to you are subject to (i) deduction of all additional applicable Fees then due, if any; (ii) our right of setoff against any debts or other amounts owed to us by you or any of your Affiliates under this Merchant Agreement, the Terms and Conditions or other applicable agreement for Services provided by Oppia Limited; (iii) any other deductions authorised pursuant to this Merchant Agreement; and (iv) any reserves established as set forth in subsection (f) below. Such payouts are made by BACS. Our Payment Processing Partner(s) may allow you to accept payments from card-based payment networks, such as Visa®, MasterCard®, American Express® (collectively, the "Card Schemes"), and non card-based payment networks such as direct debit.

You understand and agree that you are responsible for maintaining the security of and control over any cheque issued to you under the Terms of Service, including this Merchant Agreement. If a cheque we issue to you is lost, stolen, or otherwise fraudulently or erroneously obtained or presented, you agree that you are responsible for any and all losses arising from the loss, theft, or misuse of the cheque. You agree that we are entitled to pay any cheque issued to you under the Terms of Service, including this Merchant Agreement, regardless of who presents the cheque for payment and regardless of whether the cheque was lost, stolen, or otherwise fraudulently or erroneously obtained or presented. To the maximum extent permitted by applicable law, and in addition to other limitations of liability set forth in our Terms of Service, including this Merchant Agreement, you agree that we will not be liable for any cheque we provide to you, or any loss arising therefrom, that is lost, stolen, fraudulently, or erroneously obtained, endorsed, cashed, or deposited.

You agree to reimburse us for all claims, losses, costs, and damages we incur regarding any cheque issued to you, and you agree to reimburse us for all claims, losses, costs, and damages we incur because the cheque is cashed or deposited more than once, resulting in duplicate payments.

(b) Appointment as Agent.

With respect to any events, courses or e-learning modules sold through SimplyCPD, the Organiser hereby appoints Oppia Limited as their limited payment agent for the purpose of facilitating the receipt of payments made by Consumers for such events courses and e-learning modules through our Payment Processing Partner, and the disbursement of those payments to the Organiser. The Organiser agrees that a payment made by a Consumer that is processed by Oppia Limited will be considered the same as a payment made by a Consumer directly to the Organiser and the Organiser will sell or provide all advertised goods and services to the Consumer as if the Organiser had directly received the Event Registration Fees from such Consumer, regardless of whether the Event Registration Fees have yet to be or are ever received from Oppia Limited. The Organiser agrees that Oppia Limited, in its role as limited payments agent, is authorised to (i) enable Consumers to transfer or upgrade a ticket and/or registration (if such transfers are permitted by the Organiser during the event registration process); (ii) hold, disburse and retain proceeds on the Organiser's behalf pursuant to this Merchant Agreement, or otherwise instruct our Payment Processing Partner to do so; (iii) issue refunds to Consumers as set forth in Section 4.7 below; and (iv) manage credit card chargebacks as set forth in subsection (f) below. In accepting appointment as the limited agent of the Organiser, Oppia Limited assumes no liability for any acts or omissions of the Organiser and the Organiser understands that Oppia Limited's obligation to pay the Organiser is subject to and conditional upon the Consumers’ actual payment of Event Registration Fees.

(c) Advances.

The Organiser agrees that all Event Registration Fees for a given event are earned by the Organiser only following the conclusion of the applicable event. Oppia Limited, in its discretion, may determine to advance a portion of Event Registration Fees to the Organiser prior five (5) business days after the successful completion of an event, on such terms and conditions set forth in (i) this Merchant Agreement; (ii) the applicable agreement for Services entered into by you and Oppia Limited; and/or (iii) such terms that the Organiser and Oppia Limited agree to in a separate agreement. The Organiser agrees that any payments made by Oppia Limited of Event Registration Fees prior to the fifth (5th) business day after the end date of the successful completion of the applicable event are merely advances of amounts that may become due to the Organiser under this Merchant Agreement. If Oppia Limited decides to advance a portion of Event Registration Fees to the Organiser, the Organiser acknowledges and agrees that Oppia Limited may at any time (x) terminate or suspend the Organiser's right to receive such advance payments; and/or (y) alter the terms (i.e. frequency, reserve rate and maximum aggregate cap) of such advance payments made to the Organiser. In addition, the Organiser agrees that Oppia Limited may demand back such advances (or any portion thereof) from time to time in its discretion based upon the level of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, changes in the Organiser's credit profile or the underlying event(s)' risk profile, or breaches of the Terms of Service, including this Merchant Agreement. Upon receipt of notice of any such demand, the Organiser will thereupon promptly pay back to Oppia Limited the portion of any such advance demanded. The Organiser acknowledges and agrees that Oppia Limited has the right to withhold funds as set forth in Sections 4.5.3 and 4.8(a) of this Merchant Agreement. The Organiser acknowledges and accepts its obligations under Section 4.6(f) of the Merchant Agreement, including its obligations to reimburse Oppia Limited for refunds and credit card chargebacks.

(d) Cancellations; Nonperformance.

No payments will be made to the Organiser with respect to any event that is cancelled or with respect to which Oppia Limited believes there is a risk of cancellation or nonperformance, unless Oppia Limited receives adequate security (as determined by Oppia Limited in its discretion) for the Organiser's obligations under this Merchant Agreement. In addition, no Event Registration Fees for a given event will be paid to the Organiser until that event is successfully completed. If payments have already been settled to an Organiser for a cancelled event, the Organiser will immediately refund to a payment method designated by Oppia Limited all such payments upon cancellation of such event for the purpose of effecting refunds if refunds are being made under Section 4.7. You are responsible for complying with the requirements of Section 4.7 and the requirements of the Organiser Refund Policy Requirements which are in addition to and are incorporated into the Terms of Service by reference. If you do not remit funds due to Oppia Limited that are sufficient to cover refunds due to Consumers for an event cancellation or nonperformance, then you acknowledge and agree that the amount of such funds shortfall will become due and owing from you to us under these Terms of Service, including this Merchant Agreement, until you have satisfied the amount in full and such amounts are also subject to the provisions of Sections 4.7 and 4.8 of this Agreement.

(e) Reserves and Oppia Limited’s Right of Setoff.

Oppia Limited reserves the right to retain a certain percentage of Registration Fees and any other fees for Services provided to you or any of your Affiliates by Oppia Limited (with such percentage being determined by Oppia Limited in its discretion) to fund a reserve (i) at any time as we determine in our discretion to be necessary based upon the level (or expected level) of refunds, disputed charges, chargebacks, customer complaints, allegations of fraud or changes in the Organiser's credit profile or the underlying event(s)' risk profile; and (ii) as otherwise necessary to secure the performance of your obligations under the Terms of Service, including this Merchant Agreement, or to protect Oppia Limited against fraudulent or erroneous activity. Oppia Limited's right to hold a reserve will continue following the applicable event(s) and until either (A) the Organiser and any of its Affiliates have discharged all obligations under the Terms of Service or other applicable agreement for Services provided by Oppia Limited or any of its Affiliates and the applicable periods for refunds, disputed charges, chargebacks, and complaints have passed or (B) the Organiser and any of its Affiliates have otherwise provided Oppia Limited or any of its Affiliates with adequate security (as determined by Oppia Limited or its Affiliates in their discretion) for its obligations under the Terms of Service or other applicable agreement for Services provided by Oppia Limited or any of its Affiliates, whether matured or unmatured, contingent or non-contingent, or liquidated or unliquidated. Further, the reserve is subject to the right of setoff as set forth in Section 4.6(a). In the event that the exercise of our setoff right does not fully cover the amount of funds due and owing from you or any of your Affiliates to us under the Terms of Service or other applicable agreement for Services provided by Oppia Limited or any of its Affiliates, including this Merchant Agreement, then such amount of funds will be deemed due and owing to us until you have satisfied the amount in full.

(f) Chargebacks; Reversals.

Any credit card chargebacks or other transaction reversals initiated against Oppia Limited for any reason (except to the extent they are caused solely by Oppia Limited's negligence or willful misconduct) with respect to an Organiser's event and all related credit card association, payment processing, re-presentment, penalty and other fees and expenses incurred by Oppia Limited in connection with such chargebacks will ultimately be the responsibility of the Organiser, and the Organiser agrees to promptly and fully reimburse Oppia Limited for such amounts on demand. As part of Oppia Limited's activity as limited payments agent, Oppia Limited will use commercially reasonable efforts to manage the re-presentment of such chargebacks and reversals on behalf of the Organiser and the Organiser hereby authorises Oppia Limited to do so and agrees to use reasonable efforts to cooperate with Oppia Limited in such re-presentment. However, Oppia Limited will have no obligation to re-present any chargeback that it believes in its discretion it is more likely than not to lose or that relates to a transaction that should be refunded in accordance with the Organiser's refund policy or the provisions of Section 4.7 below. Understanding the nature of the Payment Scheme Rules (as defined below) and the discretion that they provide to the Card Schemes and Alternative Form of Payment Frameworks, both parties agree that Oppia Limited's loss of any chargeback that has been re-presented by Oppia Limited will not in any way limit the Organiser's obligation to reimburse Oppia Limited and its affiliates under this paragraph.

4.7 Refunds

(a) Refund Policy and Process.

The Organiser agrees to communicate a refund policy to Consumers with respect to each event posted on SimplyCPD. The Organiser agrees: (i) that such refund and such policy shall comply with the Organiser Refund Policy Requirements; and (ii) to administer such refund policy in accordance with its terms. The Organiser Refund Policy Requirements are incorporated by reference into this Merchant Agreement. All refund transactions must be processed through Oppia Limited’s payment process, unless otherwise agreed by Oppia Limited. The Organiser can issue refunds to Consumers directly through the SimplyCPD within certain windows permitted by our Payment Processing Partners. If the refund is outside such windows, then it will need to be processed manually by Oppia Limited. Oppia Limited may determine in its sole discretion to not process any refunds that are manual, in which case they will be processed directly by the Organiser. Consistent with the Consumer Refund Policy Requirements, refunds that you are responsible for due to the cancellation or nonperformance of a course are subject to the following refund requirements:

In the event of a full or partial course cancellation, the Organiser agrees to issue refunds to Consumers either by using backup funding sources within the SimplyCPD platform (e.g. additional security sources) or remitting funds due for refunds back to Oppia Limited so that refunds can be processed by Oppia Limited on the Organiser's behalf.

The Organiser agrees that no refunds will be made outside of the SimplyCPD platform (e.g. offline), and payment process refund transactions may only be employed for bona fide courses refunds, and not for other activity such as money transfers, including without limitation cash advance transactions.

If the Organiser elects to remit funds back to Oppia Limited so that Oppia Limited can process refunds on the Organiser's behalf, the Organiser must remit funds to Oppia Limited that are sufficient to cover refunds due to Consumers within 5 days of the cancellation of the event.

The Organiser agrees to notify Consumers of the event cancellation as soon as reasonably possible and prior to the event start time.

The Organiser will be the main point of contact for Consumers with refund requests, and the Organiser will instruct the Consumers not to contact Oppia Limited with refund requests.

The Organiser will provide clear instructions and contact information to Consumers so that Consumers can make refund requests, and the Organiser will respond to any Consumer refund requests received.

In the case of cancellations made by the user, in accordance with the Organiser’s cancellation policy and where a due refund is processed by Oppia Limited on behalf of the Organiser, the full amount of the refund is borne by the Organiser.

The Organiser acknowledges that Oppia Limited reserves the right to charge the Organiser for the cost of any charge backs related to the cancelled event, and such amounts are also subject to the provisions of Sections 4.7 and 4.8 of this Agreement.

4.8 Non-Exclusive Remedies.

(a) Non-Exclusive Remedies.

If the Organiser fails to pay to Oppia Limited or any of its Affiliates any amount owed pursuant to the Terms of Service (including without limitation this Merchant Agreement) or any other applicable agreement for Services provided by Oppia Limited or any of its Affiliates when due and following a late payment notice being delivered by Oppia Limited, Oppia Limited may, without limiting its other rights and remedies and to the extent permitted by applicable national or other laws, rules or regulations (A) withhold any amounts due to the Organiser or any of the Organiser's Affiliates, whether for a particular event or for any other event that the Organiser or any of the Organiser's Affiliates lists through SimplyCPD or other applicable Services provided by Oppia Limited, and use the withheld amount to setoff the amount owed by the Organiser or any of the Organiser's Affiliates to Oppia Limited or any of its Affiliates; and/or (B) send an invoice to the Organiser or any of its Affiliates for such amounts to the extent the Organiser's or any of its Affiliate's outstanding balance is insufficient to cover these costs, in which case the Organiser or any of its Affiliates will pay Oppia Limited or any of its Affiliates such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to Oppia Limited or any of its Affiliates hereunder is not made by the Organiser or any of its Affiliates when due and after receiving a late payment notice from Oppia Limited or any of its Affiliates, Oppia Limited or any of its Affiliates reserves the right, in its discretion and without limiting its other rights and remedies, to suspend or terminate the Organiser's or any of the Organiser's Affiliate's registration for any Services provided by Oppia Limited. In addition, any such unpaid amounts due and owing to Oppia Limited or any of its Affiliates are subject to collections in accordance with Section 4.8(b).

(b) Collections; Costs of Recovery.

Oppia Limited reserves the right to pursue any late and unpaid amounts due and owing for collections if such amounts are not paid within thirty (30) days after the date of the invoice. In addition, the Organiser agrees to promptly and fully reimburse Oppia Limited or upon demand for all out-of-pocket costs and expenses, including without limitation, reasonable solicitors' fees and expenses, incurred by Oppia Limited in collecting past due amounts or any other amounts due and owing from the Organiser or any of its Affiliates under this Merchant Agreement, the Terms of Service or any or other applicable agreement for Services provided by Oppia Limited. The Organiser and any of its Affiliates agree that if Oppia Limited or any of its Affiliates must seek collections for past due amounts and the Organiser or any of its Affiliates does not respond or pay in full after receiving a collection notice, Oppia Limited reserves the right to pursue outstanding balances through court proceedings, and such actions are expressly excluded from any arbitration provisions set forth in the Terms of Service or any other applicable agreement for Services provided by Oppia Limited.

4.9 Escheatment.

If your account has had no activity for a period of time set forth in applicable unclaimed property (e.g., escheatment) laws and we hold funds related to your account, then we will notify you as required by applicable laws. If you do not claim your unclaimed funds within the timeframe notified to you, then we will escheat them to the applicable governmental authority in accordance with applicable laws.

6. Representations And Warranties.

In addition to the representations and warranties contained herein, you represent and warrant to us that (a) if you represent an entity, that entity is duly organised, validly existing and in good standing under the laws of the country of its formation; (b) you, or the entity you represent (if applicable), have all requisite power and authority to enter into this Agreement and to carry out the transactions contemplated hereby; (c) the entering into and performing of this Agreement by you, or if you represent an entity by the entity you represent, will not result in any breach of, or constitute default under, any applicable local, regional, national or other law, rule, regulation, judgment or order, or other agreement to which you or it is a party, including without limitation, any other agreement for the sale of tickets or registrations; and (d) if you represent an entity, you have the full right, legal power and actual authority to bind such entity to the terms and conditions hereof.

Further, you represent, warrant and acknowledge that you (not we) are solely responsible for ensuring that your courses are ticketed correctly, and that only valid tickets are honored. You understand and agree that Oppia Limited is not liable for any costs arising from whether a presented ticket is or is not valid, or is or is not honoured, including any tickets procured through, or representing, fraud or deceptive practices.