2.1 These Terms and Conditions apply to all Transactions and Service between YabandPay and Merchant.
2.2 Parties can only deviate from these conditions if they have explicitly agreed upon in writing.
2.3 The parties expressly exclude the applicability of supplementary and/or deviating general terms and conditions of Merchant or of third parties.
3.1 The Fees for each Service YabandPay has provided to Merchant have to be paid.
3.2 Merchant shall comply with these Terms and Conditions as well as with any applicable laws, rules and regulations.
3.3 In relation to the registration and use of the Service, Merchant will cooperate fully and provide all information necessary for YabandPay to:
3.4 Update all information Merchant provides to YabandPay to keep it accurate, current, complete and true; not use the Service for or in connection with any prohibited purpose or attempt to tamper, hack, modify, overload, or otherwise corrupt or circumvent the security and/or functionality of the Website and/or the Application or to infect it with any malicious code.
3.5 Merchant understands and accepts that: YabandPay is legally obliged to retain information about Merchant and Transaction that we process for up to 5 years or as may be required from time to time by applicable law or by any regulatory authorities.
3.6 Merchant will be liable to YabandPay for all losses which YabandPay suffers or incurs in relation to any fraud or fraudulent activity by Merchant.
4.1 Merchant agrees to pay to YabandPay the fees and charges as agreed upon and set out in the applicable schedule of Agreement, and all relevant costs and taxes YabandPay incurs in relation to the provision of the Services to Merchant.
4.2 Unless otherwise agreed, or otherwise set out in the applicable fee, Penalty fees as set out in Agreement shall be charged automatically, without prior notice, without prejudice to the cost that may arise in connection with discontinuation of Services or additional claims for damages of Acquirer.
4.3 If at any time Merchant notifies YabandPay in writing that Merchant wish to receive any additional services, then Merchant shall pay fees and charges which apply to such additional Services.
4.4 Merchant agrees with the withholding of any fees and other sums due to YabandPay under Merchant Agreement including Chargebacks and Penalty fees from the Settlement amounts and including funds required to meet the then current deposit level requirements. If the Settlement amounts are not sufficient to cover amounts due to YabandPay, the amounts remain due as per the due date as stated on the invoice and shall be paid separately by Merchant within 15 days of the date of the relevant invoice.
4.5 YabandPay has the right at any time to require immediate payment of sums or to set-off Merchant’s debts to YabandPay against Settlements to Merchant in the following cases:
4.6 Interest shall accrue on any unpaid amounts owed by Merchant to YabandPay at the rate of 1% per month.
4.7 All fees of YabandPay are excluding applicable VAT which will be separately payable by Merchant.
5.1 A Chargeback can be reclaimed up to a year after payment. YabandPay is never responsible and liable, both legally or financially, for the non-payment of an End User for the purchased products and/or services or the costs Merchant has to incur in order to as yet claim the monies from the End User.
5.2 Merchant indemnifies YabandPay against all direct and indirect costs and liability arising from a Chargeback/Refund, irrespective of the correctness of such.
5.3 YabandPay is entitled to offset a Chargeback from a specific period with the pay-out due to Merchant by YabandPay or to recoup this via a direct debit procedure. YabandPay is at all times entitled to claim this Chargeback from Merchant should the credit balances of Merchant not be adequate for the settlement of the Chargeback. This can also take place by means of a collection procedure.
5.4 Refunds will be charged as a Transaction by YabandPay and a Refund fee can be applied by YabandPay after giving prior notice to Merchant, if manual intervention is needed or additional costs are incurred by YabandPay to process such Refund.
5.5 Fees charged for executing the original Transaction will not be refunded in part or in whole to Merchant if Transaction is refunded or made subject to a Chargeback.
5.6 Merchant pays the rate as agreed in Agreement for administration costs for chargebacks and refunds.
6.1 Money transfer is conducted by Acquirer that is stated in Agreement.
6.2 YabandPay enters the balances into the account of Merchant. YabandPay debits the transaction fee from the account of Merchant.
6.3 Merchant can instruct to have the balances of the account transferred to the Clearing Account of Merchant.
6.4 After instruction by Merchant, the balances shall actually be transferred at the latest within 1 (to 7) working day(s) after receipt of the balances from Acquirer to the Clearing Account of Merchant.
6.5 YabandPay is entitled to only transfer payments to a European business bank account number of which the name is the same as the one registered in the Chamber of Commerce.
6.6 In the event of an apparent inaccuracy in a paid-out sum, YabandPay can reclaim a performed payment.
7.1 Agreement is entered into for an indefinite period of time, unless it results otherwise from the nature of Agreement or the Parties have expressly agreed otherwise in writing.
7.2 If a fixed-term contract has been entered into, it will be tacitly converted into an open-ended contract at the end of the term, unless 1 of the Parties terminates the Agreement with due observance of a notice period of 2 month(s), or if Merchant terminates Agreement with due observance of a notice period of 1 month / Agreement ends at the end of the fixed term.
7.3 If Parties have agreed upon a term for the completion of certain activities, this is never a strict deadline, unless specified explicitly otherwise in writing. If this term is exceeded, Merchant must give YabandPay a written reasonable term to terminate the activities, before it may either terminate the contract or claim damages.
8.1 YabandPay retains all intellectual property rights (including copyright, patent rights, trademark rights, design and design rights, etc.) on all designs, drawings, writings, data carriers or other information, quotations, images, sketches, models, scale models, etc., unless parties have agreed otherwise in writing.
8.2 Merchant and third parties may not copy or have copied the intellectual property rights without prior written permission from YabandPay, nor show them to third parties and / or make them available or use them in any other way.
9.1 YabandPay value all feedbacks as they help YabandPay improve service quality. YabandPay has established internal procedures for complaints. Merchant can make a complaint in writing to us regarding any aspect of the Service by e-mail to the following addresses: [email protected]
9.2 Merchant must examine a product or service provided by YabandPay as soon as possible for possible shortcomings.
9.3 Merchant must inform YabandPay of this within two months after detection of the shortcomings.
9.4 Merchant gives a detailed description as possible of the shortcomings, so that YabandPay is able to respond adequately.
9.5 Merchant must demonstrate that the complaint relates to an agreement between the parties.
9.6 If a complaint relates to ongoing work, this can in any case not lead to YabandPay being forced to perform other work than has been agreed.
10.1 Merchant acknowledges and agrees that Merchant shall be responsible and Merchant accepts full financial liability for all transactions processed under Agreement and that Merchant shall be liable for any amounts due or which may become due – either incurred during the term of these Terms and Conditions or after its termination or expiration for any reason whatsoever – with respect to transactions processed under Agreement. Merchant acknowledges and agrees that YabandPay acts as a facilitator on Merchant’s behalf and that YabandPay are not a party to Agreement between Merchant and Merchant’s beneficiaries. Therefore, under no circumstances, is YabandPay responsible for Merchant’s obligations to Merchant’s beneficiaries.
10.2 YABANDPAY SHALL NOT HAVE ANY LIABILITY TO Merchant OR ANY OTHER THIRD PARTY WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), UNDER AN INDEMNITY OR OTHERWISE AND WHATEVER THE CAUSE FOR:
10.3 Nothing in Agreement shall exclude or limit any liability of any party for fraud or to the extent that any such exclusion or limitation is not permitted by applicable laws.
10.4 YabandPay does not assume responsibility or liability for:
10.5 In no event shall YabandPay be liable for damages for delay, non-delivery, non-transfer, under-payment or any other event relating to a particular transaction, whether due to an act or omission by us. If our performance of our obligations under Agreement is prevented or delayed by any act or omission by Merchant, YabandPay shall not be liable for any costs, charges or losses sustained or incurred by Merchant or us that arise directly or indirectly from such prevention delay.
10.6 Additionally, the exclusion under Article 10.5 shall further apply to our liability for any such losses resulting from Merchant’s use or inability to use the Services or for the unavailability of the Services. YabandPay shall not be required to take any action upon Merchant’s instructions to the extent that the same would violate any applicable laws or order of any supervisory body, law enforcement authority or any competent court. However, if YabandPay executes Merchant’s payment order(s), which is/are later found to be in contravention of any applicable laws or the Rules, Merchant shall hold us free and harmless from any losses, claim or other liability asserted against or imposed upon us as a result of any such contravention. Each Party shall use reasonable efforts to mitigate all losses under Agreement.
11.1 Merchant keeps any information which receives (in whatever form) from YabandPay confidential.
11.2 The same applies to all other information concerning YabandPay of which he knows or can reasonably suspect that it is secret or confidential, or of which it can expect that its disclosure may cause damage to YabandPay.
11.3 Merchant takes all necessary measures to ensure that he keeps the information referred to in Article 11.1 and 11.2.
11.4 The obligation of secrecy described in this article does not apply to information:
11.5 The confidentiality obligation described in this article applies for the duration of the underlying agreement and for a period of 3 years after the end thereof.
12.1 There will be processing of personal data in the context of the performance of the Agreement. Each party guarantees that it shall process personal data in accordance with the Personal Data Protection Act and any other applicable regulations relating to the processing of personal data and issued guidelines.
12.2 YabandPay is entitled to record and store (personal) data. This data shall not be provided to third parties except in the case of the exceptions pursuant to the law or a legal judgment.
12.3 Parties shall take suitable technical and organizational (security) measures in accordance with WBP to protect personal data against loss and/or any form of unlawful processing.
12.4 Transaction details are recorded in such a way that for one year after recording they can be consulted by Merchant.
13.1 In addition to the provisions of article 6:75 Dutch Civil Code, a shortcoming of YabandPay in the fulfillment of any obligation to Merchant cannot be attributed to YabandPay in any situation independent of the will of YabandPay, when the fulfillment of its obligations towards Merchant is prevented in whole or in part or when the fulfillment of its obligations cannot reasonably be required from YabandPay.
13.2 The force majeure situation referred to in Article 12.1 is also applicable – but not limited to: state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); defaults and force majeure of suppliers, deliverymen or other third parties; unexpected disturbances of power, electricity, internet, computer or telecoms; computer viruses, strikes, government measures, unforeseen transport problems, bad weather conditions and work stoppages.
13.4 If a situation of force majeure arises as a result of which YabandPay cannot fulfill one or more obligations towards Merchant, these obligations will be suspended until YabandPay can comply with it.
13.5 From the moment that a force majeure situation has lasted at least 30 calendar days, both parties may dissolve Agreement in writing in whole or in part.
13.6 YabandPay does not owe any (damage) compensation in a situation of force majeure, even if it has obtained any advantages as a result of the force majeure situation.
14.1 If Merchant violates the articles of these Terms and Conditions about secrecy or intellectual property, then Merchant forfeits on behalf of YabandPay an immediately due and payable fine of € 5.000 – € 1.000 for each violation and in addition an amount of 5% of the aforementioned amount for each day that this violation continues.
14.2 No actual damage, prior notice of default or legal proceedings are required in forfeiting the fine referred to Article 13.1.
14.3 The forfeiture of the fine referred to Article 13.1 shall not affect the other rights of YabandPay including its right to claim compensation in addition to the fine.
15.1 Merchant cannot transfer its rights deferring from an agreement with YabandPay to third parties without the prior written consent of YabandPay.
15.2 This provision applies as a clause with a property law effect as referred to in Section 3:83 (2) Dutch Civil Code.
16.1 Merchant must provide any notice of default to YabandPay in writing.
16.2 It is the responsibility of Merchant that a notice of default actually reaches YabandPay in time.
17.1 YabandPay is entitled to amend or supplement these general terms and conditions.
17.2 Changes of minor importance can be made at any time. Major changes in content will be discussed by YabandPay with Merchant in advance as much as possible.
17.3 Merchant is entitled to cancel Agreement in the event of a substantial change to the general terms and conditions.
18.1 These Terms and Conditions and any document expressly referred to in them constitute the whole agreement between YabandPay and Merchant and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between YabandPay and Merchant relating to the subject matter hereof.
18.2 Merchant acknowledges that, in entering into Agreement and accepting these Terms and Conditions, Merchant does not rely on, or will have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not expressly set out in these Terms and Conditions or the documents referred to in them. Nothing in this clause limits or excludes any liability for fraud.
19.1 If one or more provisions of these general terms and conditions prove null or annullable, this will not affect the other provisions of these Terms and Conditions.
19.2 A provision that is null or annullable shall, in that case, be replaced by a provision that comes closest to what YabandPay had in mind when drafting the conditions on that issue.
20.1 Dutch law is exclusively applicable to all agreements between YabandPay and Merchant.
20.2 The Dutch court in the district where YabandPay is established is exclusively competent in case of any disputes between YabandPay and Merchant, unless the law prescribes otherwise.