Canada Healthcare Stripe Service Terms
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Last Updated: March 31, 2023
These healthcare service terms (the “Healthcare Service Terms”) will apply to your (“Merchant”) access to and use of Affirm in Canada with respect to any goods or services Merchant sells (“Merchant Product”) that includes Healthcare Services (as defined in Appendix A) or to the extent Merchant provides a platform or other e-commerce service (“Platform Merchant”) for medical, dental, or other healthcare providers (“Healthcare Providers”).
Capitalized terms used in the Healthcare Service Terms but not defined below are defined in the Affirm Payment Terms located at https://stripe.com/legal/affirm or the Stripe Services Agreement (collectively, the “Agreement”). In the event of any inconsistency, conflict, or ambiguity as to the rights and obligations of the Parties under these Healthcare Service Terms, the terms of these Healthcare Service Terms will control and supersede any such inconsistency, conflict, or ambiguity. Affirm may amend these Healthcare Service Terms by updating the “Last Updated Date” above.
To the extent that Merchant (i) provides any Healthcare Services or (ii) is a Platform Merchant working with Healthcare Providers, the provisions of these Healthcare Service Terms will apply for the duration of Merchant’s use of Affirm (the “Term”).
Section 1.01 Data Management and Compliance. Merchant will not access (and, if applicable, will require that Healthcare Providers not access) any Customer credit information, including, but not limited to, any data required for obtaining a credit bureau score or any information contained in a consumer report obtained by Affirm. Any sharing of Customer data with Affirm under the Agreement (a) will not involve access to or use of personal health information as such term is defined under applicable provincial law(“Health Laws”), or other relevant provincial legislation relating to personal health information, as the case may be), or (b) involve services that would cause Affirm or Stripe (i) to be considered to be engaged in the activities of an agent of, or service provider to, a health information custodian (or other substantially similar terms) as defined under Applicable Law, or (ii) to otherwise become subject to Health Laws.
Section 1.02 Changes in Healthcare Billing Amount.
(a) After a Customer schedules and pays for any applicable Healthcare Services with Merchant or, if a Platform Merchant and applicable, a Healthcare Provider, and Merchant (or any Healthcare Provider, as applicable) determines in good faith that the amount owed by the Customer has changed (each a “Healthcare Billing Amount Change”), as between the Parties, Merchant will be responsible for any such Healthcare Billing Amount Change or, if applicable, coordinating with Healthcare Providers for any such Healthcare Billing Amount Change. A Healthcare Billing Amount Change may be due to various factors, including but not limited to: application of insurance and healthcare treatment changes.
(b) In the event a Healthcare Billing Amount Change results in an increase to the cost of Healthcare Services financed through the Services in excess of the Affirm Product issued to the Customer in connection with such Healthcare Billing Amount Change, Merchant will provide the Customer the ability to pay for the increased cost through a different payment method or a new Affirm Product (if permissible). Merchant will send or otherwise direct to Affirm any questions that Merchant or Healthcare Provider, if applicable, receives from Customers relating to Affirm.
(c) In the event a Healthcare Billing Amount Change results in a decrease to the cost of Healthcare Services financed through Affirm, so that the Affirm Product issued to the Customer exceeds the gross amount of a Merchant’s sale of goods and/or services, Merchant will promptly issue a refund to the Customer for such excess amount.
Section 1.03 Provision of Healthcare Services; Disbursement.
(a) Merchant represents and warrants (on behalf of itself and its Healthcare Providers, as applicable) that Merchant or Healthcare Provider, as applicable, will only perform Healthcare Services to the applicable Customer where Merchant (or the applicable Healthcare Provider) has confirmed the appropriateness of such Healthcare Service during the visit in which payment has been partially or fully rendered. In no event will any Affirm financing option exceed the gross amount of Merchant’s sale of goods and/or services (inclusive of any Booking Fees) to Customer or loan amount permitted by applicable law; provided, that if the Affirm financing option exceeds such gross amount, Merchant will promptly issue a refund to the Customer for such excess amount. Merchant covenants that all healthcare decisions will be made solely based on their professional opinion.
(b) The Parties agree that no part of the Agreement shall be construed as inducement or encouragement for the referral of patients or the purchase of Healthcare Services except in compliance with Laws. No payment under the Agreement is intended to constitute remuneration in return for the referral of patients or the ordering of Healthcare Services from Merchant.
Section 1.04 Additional Service Terms and Conditions for Merchant. In connection with offering Affirm to Customers, Merchant will:
(a) not make any assertion that a Customer owes Merchant any amount for any transaction where Customer has executed a loan agreement with Affirm in connection with such transaction, including but not limited to asserting the existence of a lien in association therewith;
(b) not market Affirm to any Customer who has been administered or is under the influence of general anesthesia, conscious sedation, or nitrous oxide, or who is compromised rationally or otherwise unable to provide informed consent;
(c) not market Affirm to any Customer who is in a treatment area, including, but not limited to, an exam room, surgical room, or other area where medical treatment is administered, unless the patient agrees to fill out and sign the application to arrange for or establish credit or a loan in the treatment area, provided that any such agreement is not in violation of this Section;
(d) not discuss Affirm or Affirm’s financing options at any place other than Merchant’s or the applicable Healthcare Provider’s usual place of business (no discussions in places such as a Customer’s home, a Customer’s workplace or in dormitory lounges or at facilities rented on a temporary or short-term basis, such as hotel or motel rooms, convention centers, fairgrounds, and restaurants);
(e) not assist any Customer in the completion or submission of an application for Affirm (except to the extent required to provide a reasonable accommodation with respect to any disability);
(f) not provide Healthcare Services outside of approved Locations (if applicable);
(g) provide any written or electronic notice required under applicable law to any patient seeking to use Affirm to purchase any Merchant Products;
(h) not make any representations, express or implied, that Affirm is an agent of the Merchant or any other health information custodian or trustee.; and
(i) not utilize any autodialer, prerecorded or artificial voice message, or otherwise initiate any calls or text messages to consumers promoting or otherwise relating to Affirm.
Section 1.05 Additional Service Terms and Conditions for Platform Merchants.
(a) Merchant Booking Fees. Merchant will be solely responsible for any booking fee (including but not limited to the establishment, implementation, authorization and collection thereof) that Merchant elects to charge Customers in connection with such Customers’ use of any Merchant website for booking appointments with Healthcare Providers for Healthcare Services (each such fee, a “Booking Fee”). Merchant may permit Customers to use Affirm to pay for any such Booking Fee through any Merchant website. Any amounts or fees paid by or to (Stripe, Merchant, Affirm or a Customer) a Healthcare Provider or for Healthcare Services, including any fees for Stripe and Booking Fee, will not take into consideration the volume or value of, nor be intended to generate, any referrals for Healthcare Services. For greater certainty, Merchant shall not charge, discount or waive a Booking Fee where prohibited to do so by any Applicable Law.
(b) Obligations related to Healthcare Providers.
(i) During the Term, Merchant will monitor the activities of all Healthcare Providers, including using commercially reasonable efforts to establish and maintain a process to monitor, prevent and identify any fraudulent activities, including without limitation, any attempts by Healthcare Providers to commit fraud, overcharge a customer, or submit fake credit applications.
(ii) Each of Affirm, Stripe and Merchant may terminate any Healthcare Provider’s access to or ability to use Affirm. Merchant will be solely liable for (a) the failure of any Healthcare Provider to comply with the obligations set forth in the Agreement; or (b) any action or inaction of Healthcare Providers, including any action or inaction that causes or would reasonably be expected to cause Merchant to be in breach of any of Merchant’s obligations hereunder.
Section 1.06 Healthcare Laws. With respect to Merchant and any Healthcare Provider, Laws will also include any applicable Laws related to (i) the operation of the businesses of Merchant and any Healthcare Provider, including the offering and sale of Healthcare Services to Customers and the solicitation of such sales of Healthcare Services, including but not limited to any laws and regulations relating to (1) Personal Information Protection and Electronic Documents Act (Canada), Canada’s Anti-pam Legislation (CASL), and any other federal, provincial or territorial laws or regulations respecting the collection, use, or disclosure of personal information, including personal health information, (2) any Applicable Law, regulation, bylaw, professional code of conduct, standard of practice, directive, guidance or any other policy related to the marketing and provision of the Services that have been issued by any professional regulatory body having authority over the Merchant, the Healthcare Providers, and/or the Healthcare Services, (3) all federal, provincial or territorial laws and regulations related to the payment of health services, including any other fee guide, price list, formulary, or policy respecting the amounts permitted to be charged for any Healthcare Services and (5) any other patient credit laws regulating the practices of healthcare providers arranging for credit transactions, and (ii) Merchant’s participation in Affirm. If applicable, Merchant will also require that each Healthcare Provider complies with Laws in connection with its use of Affirm and provision of Healthcare Services to Customers.
Section 1.07 Healthcare Representations and Warranties. Merchant (itself, and, as applicable, on behalf of each Healthcare Provider) represents and warrants that:
(a) it has and will maintain (and cause all Healthcare Providers to maintain, as applicable) during the Term all necessary licenses, permits, certifications, registrations, consents or approvals from or by, and has made all necessary notices to, all governmental authorities having jurisdiction, to the extent required for such ownership of and operation of the business or as its business proposed to be conducted;
(b) any drugs, medical devices, cosmetics or any other regulated product used or administered in conjunction with any Healthcare Services have been approved for use by Health Canada, and that the products will be used in accordance with the Health Canada approved label;
(c) (i) it is duly formed, validly existing, and in good standing under the Laws of its state of incorporation or formation; and (ii) there is no pending or, to such Merchant’s knowledge, threatened litigation, arbitration matter, or other dispute to which it, any Healthcare Provider or any of its affiliates is a party that would reasonably be expected to, individually or in the aggregate, have a material adverse effect on such its or each Healthcare Provider’s ability to fulfill its obligations hereunder;
(d) if applicable, Merchant (itself, and, as applicable, will cause each Healthcare Provider) will maintain insurance coverage in full force during the Term as described in Section 1.09 of these Healthcare Service Terms;
(e) it has not ceased to pay its debts in the ordinary course of business nor is it unable to pay its debts as they become due, or its financial condition is not such that the sum of its liabilities is greater than all of its assets;
(f) the Agreement will not be construed or applied to impact the independent and professional judgment of Merchant or any Healthcare Provider and that all healthcare decisions are made solely in consideration of the best interests of the Customer;
(g) all forms of agreements Merchant or any Healthcare Provider provides to Customers are in compliance with Laws; and
(h) it will (and will cause each Healthcare Provider, if applicable) treat a Customer who has been approved for and paid using a loan through the Services (or a Successful Transaction) as if such Customer had paid Merchant or such Healthcare Provider in full using cash.
Section 1.08 Disputes between Customer and Merchant. Any unsolicited protected health information sent to Affirm by either Merchant or a Customer will be disregarded by Affirm. Affirm will not make a determination resulting from a dispute based on the quality of the services provided, only whether the service was provided pursuant to the Agreement.
Section 1.09 Insurance. To the extent Merchant or any Healthcare Provider provides Healthcare Services with respect to the practice of dentistry or medical aesthetic services, Merchant represents and warrants that it has and will maintain for the duration of the Term (i) Commercial General Liability insurance with coverage for bodily injury, death, property damage, personal and advertising injury and contractual liability, with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate; (ii) Professional Liability insurance, with coverage for medical malpractice, sexual misconduct, false advertising, media and website content liability and privacy rights violations, with limits not less than $1,000,000 per occurrence or the minimum amounts required by applicable state law, whichever is greater, and (iii) Cyber Liability insurance, with coverage for information security, regulatory defense and penalties and data breach costs and expenses. Any required policy written on a claims made basis will be maintained for at least three (3) years after the Term.
Appendix A
Healthcare Services
The term “Healthcare Services” will mean any Merchant Product: (i) constituting the practice of medicine or the practice of dentistry; or (ii) within the scope of practice of any regulated healthcare professional or regulated veterinary professional for which an individual must obtain a professional license in order to perform or be supervised by a licensed professional. For greater certainty, where any of the services described in any of the defined terms covered or paid by a federal, provincial or territorial publicly-reimbursed health insurance plan, that service is hereby expressly excluded from the definition of those Healthcare Services. The following will not be included as Healthcare Services and shall not be offered by any Merchant unless otherwise authorized by Affirm:
Any Schedules I through V drugs, substances, and certain chemicals as set forth in the controlled substance schedule located at https://laws-lois.justice.gc.ca/eng/acts/c-38.8/page-9.html.
