Legal & Privacy

Terms and Conditions

 

The following definitions are used in these General Terms and Conditions:

1. Definition

1.1. YabandPay: the private company with limited liability YabandPay B.V., having its registered office in Rijswijk, entered in the Trade Register under number 85678988. YabandPay B.V. is a Payment Institution licensed (Firm Reference R188633) and regulated by the De Nederlandsche Bank (DNB).

1.2. Merchant: the company that accepts Transactions via a Payment service offered by YabandPay.

1.3. Foundation: Stichting Derdengelden YabandPay (YabandPay Third Party Funds Foundation) client is affiliated to YabandPay B.V. as a third-party entity and is also supervised by De Nederlandsche Bank. The Foundation is entered in the Trade Register under number 87807688.

1.4. Parties: YabandPay and Merchant together.

1.5. Buyer: the purchaser of services or products from the Merchant.

1.6. Payment Method: a method of enabling payments by Buyer to merchants such as iDEAL, Bancontact, WeChat Pay, Alipay , Credit Card or Debit Card, online and offline bank transfers and direct debits.

1.7. Acquirer: member of a scheme, which facilitates Payments, such as credit card and other Payment solutions (iDEAL, Bancontact etc).

1.8. Payment Instrument Supplier: banks or financial institutions that offer credit card or Payment card transactions or alternative Payment methods with which the products or services of a Merchant can be purchased by a Buyer.

1.9. Payment Network: the owner / Payment Instrument Supplier of a Payment method (for example, Currence iDEAL B.V. which owns the Payment method iDEAL, credit card Schemes such as American Express, VISA and MasterCard) or authorities such as the Netherlands Authority for Consumers and Markets and the Belgian Institute for Postal Services and Telecommunications that lay down rules and regulations for the processing of Transactions via the Payment method and / or the network.

1.10. Payment Instruction: an instruction to transfer a sum of money from the Merchant YabandPay’s account of the Merchant to an bank account number of the Merchant or of third parties towards which the Merchant has a Payment obligation.

1.11. YabandPay Portal: the closed environment of YabandPay where the Merchant can perform the account management, manage transactions and request (technical) information about, for example, integration and Payment Instrument Suppliers.

1.12. Book Balance: the balance of the Transactions processed by YabandPay for the Merchant as received by YabandPay (on a bank account of its Foundation) from the relevant Payment Instrument Suppliers, less Merchant liabilities and Fees.

1.13. Available Balance: the portion of the Book Balance available to the Merchant. This is the Book Balance less the Deposit.

1.14. Fines: monetary amounts (and the associated costs) determined by Payment Instrument Suppliers and Payment Networks in the event that the Merchant does not comply with the rules of the Payment Network or of the Payment Instrument Supplier.

1.15. Chargeback: cancellation by the Buyer (or by the issuer of the credit card) of the credit card Transaction.

1.16. Collector: in addition to Processor’s actions, YabandPay also administers the cash flows on the Merchant YabandPay account, from which the Merchant can give Payment Instructions and YabandPay provides related services, such as, but not limited to, the processing of Chargebacks, reversals and Refunds and the conversion of the Available Balance, as agreed between parties.

1.17. Rolling Reserve: the portion of the Book Balance that is blocked by YabandPay for a certain period to cover expected Merchant liabilities.

1.18. Services: the services offered by YabandPay, including Internet billing & Payment services and supplementary services. In this capacity and depending on and in accordance with the content of the relevant Agreement, YabandPay performs the functions of Processor, Processor and Collector, or Service Provider on behalf of the Merchant:

1.19. Fair Use Policy: a calculation performed by YabandPay of the use of the Services by the Merchant on the basis of percentages regarding Chargebacks, fraud reports, reversals, disputes, reports of unjust collections and Payment Platform / system use or other indicators calculated in relation to the total Transactions, over each individual month. The Merchant’s reputation can be classified as fair, raised, exceeded or excessive, in accordance with the corresponding percentages as set out in the table in Article 6.14. The percentages of the Merchant are made known by YabandPay on request.

1.20. Average Transaction Volume: the Volume that the Merchant processes via YabandPay on average over a period of six (6) months.

1.21. KYC: Know Your Customer, the legal obligation of a financial institution to identify, verify and review its customers.

1.22. Merchant Liabilities: Refunds, Chargebacks, Fines, cancellations and / or other reversals of processed Transactions and all other liabilities in respect of the Transactions for which the Merchant is responsible.

1.23. Agreement: the agreement concluded between YabandPay and the Merchant, which consists of the cover sheet, the rates sheet, these general terms and conditions, any Addenda and any changes thereto as agreed between the parties.

1.24. Addendum: a document with supplementary agreements concerning fees, supplementary terms and conditions or exceptions to the Agreement.

1.25. Payment Platform: the software, systems, infrastructure and support (manuals and support) used by YabandPay including, but not limited to, the YabandPay Portal, in connection with the provision of Services.

1.26. Processor: YabandPay acts as a technical interface between the Merchant and the Payment Instrument Suppliers. The Transactions are processed via YabandPay, YabandPay prepares the necessary reports and supplies any related services and technical support, as agreed between the parties. The cash flows are paid directly to the Merchant by the Payment Instrument Suppliers.

1.27. Refund: a refund of the original Transaction (rollback).

1.28. API: an application programming interface (API) provided by YabandPay

1.29. Request: a call upon the Payment Platform by means of an API or by the Merchant itself.

1.30. Surcharge: A surcharge on the Fees or the Volume if the Merchant no longer classifies as “Fair” or “Raised” under the Fair Use Policy.

1.31. Transaction (TRX): a Payment instruction initiated by the Buyer or the Merchant, which is processed by YabandPay, regardless of whether it is successfully authorised.

1.32. Fees: fees owed by the Merchant to YabandPay for Services supplied by YabandPay to the Merchant, consisting of one-off connection fees, monthly subscription fees, transaction fees and any other fees as stated in the rates sheet.

1.33. Stores: the store(s) at which the Merchant wishes to make Payment methods available through YabandPay to its Buyers, including, but not limited to, websites (at online shops), physical shops and / or advertisement locations (printed matter).

1.34. Volume: The total amount that YabandPay processes for the Merchant as a Collector or Processor during one month.

1.35. Working day: Monday to Friday from 9.00 a.m. to 5.00 p.m. CET. excluding generally recognized public holidays in the Netherlands.

 

2. Scope

2.1 These Terms and Conditions apply to all Transactions that Merchant processes via YabandPay and all Services that YabandPay provides to Merchant.

2.2 YabandPay is entitled to change the Agreement. A change will be announced to the Merchant no later than thirty (30) days in advance. If the Merchant does not agree with this change, the Merchant must terminate the Agreement within the set thirty (30) days. The Merchant will be deemed to have accepted the change after the expiry of the stipulated period with no cancellation having been made. The applicability of General Terms and Conditions of the Merchant is explicitly rejected.

2.3 In the event of any inconsistencies, the order of precedence is as follows:

• Mandatory rules of law
• The cover sheet to the Agreement
• Addenda
• These General Terms and Conditions
• Non-mandatory rules of law

 

3. Commencement, duration, suspension, and termination of the agreement

3.1 An Agreement is established upon the explicit acceptance by YabandPay of an application submitted to YabandPay by the Merchant.

3.2 The Agreement takes effect upon its signature and is entered into for the duration of one year (initial term), after which it will be tacitly renewed for an indefinite term unless it is cancelled by one of the parties in accordance with the provisions in this Agreement.

3.3 YabandPay and the Merchant may terminate the Agreement in writing, observing a notice period of three months, after the initial term has elapsed. In the case of a Basic package, the Parties can terminate the Agreement forthwith (and YabandPay with due observance of a notice period of one (1) month), also during the initial term. During the Initial Term the Merchant can at all times upgrade its package choice, in which case the Agreement will be extended by one (1) year from the change date. Termination is only possible after that year has elapsed.

3.4 YabandPay undertakes to make its Services available during the term of the Agreement, subject to the conditions and restrictions as laid down in this Agreement.

3.5 The Agreement is concluded on condition that the Merchant is accepted by the Payment Instrument Suppliers and Payment Network(s) concerned. The Merchant is required to cooperate fully in obtaining this acceptance and to provide all the necessary information.

3.6 YabandPay is entitled to suspend or terminate the Agreement with immediate effect, without (prior) notice of default and without incurring any liability for damages if:

• YabandPay has reasonable grounds to establish that the Merchant might not fulfil its obligations under the Agreement, the agreements with Buyers, the applicable laws and regulations or rules/instructions of YabandPay, Payment Instrument Suppliers and/or Payment Networks;
• bankruptcy or suspension of Payment of the Merchant has been requested or pronounced or if YabandPay has valid reasons to establish that Merchant’s bankruptcy or suspension of Payment is forthcoming, or if it is not otherwise possible for the Merchant to meet its financial obligations;
• there is an infringement of the integrity, reputation or brand of the financial system and/or the Payment Networks or if there is (alleged) fraud;
• the risk profile of the Merchant and/or the Transactions has changed substantially;
• the Merchant substantially changes its activities without informing YabandPay or without YabandPay having approved these activities;
• the Merchant processes Transactions for Stores that do not belong to the Merchant or there is any other misuse or unlawful use of the Payment Platform;
• the Merchant YabandPay account is negative for a period longer than fourteen (14) days;
• the Merchant’s actions cause or threaten to cause damage to the reputation or brand of YabandPay, Payment Instrument Suppliers and/or Payment Networks;
• the Fair Use policy is assessed with reference to a rule as Exceeded for a consecutive period of six (6) months;
• the Fair Use policy is assessed with reference to a rule as Excessive for a consecutive period of three (3) months;
• a Payment Instrument Supplier and/or Payment Network requests YabandPay to do so; and/or
• the Merchant fails to comply with a guarantee as set out in Article 6.14.

3.7 Should circumstances as described in Article 3.6 arise, YabandPay is entitled to take one or a combination of the following steps:

• deny access to the Payment Platform (temporarily or otherwise);
• suspend Transactions not yet executed or (part of) the Services;
• reverse Transactions already executed;
• increase the Deposit by retaining already processed Transactions and not making them available to the Merchant as Book Balance to cover any (reasonably) expected Merchant liabilities;
• suspend (part of) the obligations of YabandPay under the Agreement, without prejudice to all the rights and powers of YabandPay; and/or
• take further measures instructed by Payment Instrument Suppliers and/or Payment Networks.

In the event of suspension in accordance with the above, YabandPay will inform the Merchant of this as quickly (as reasonably) possible and give the Merchant the opportunity to put right the circumstances. If the circumstance cannot be put right or if ten (10) working days have elapsed after the notification of YabandPay regarding the suspension, YabandPay will be entitled to terminate the Agreement immediately. The Fees are immediately due and Payable and YabandPay (or any Payment Instrument Supplier) is in no way liable for any damage resulting from a suspension and/or termination of the Agreement in accordance with these provisions.

3.8 In the event of termination of the Agreement, the Merchant will no longer be able to process Transactions and will only retain limited access to the Payment Platform for a period of thirty-five (35) days after termination to retrieve its transaction information. The processing of Refunds and trading with respect to other Merchant liabilities will be handled manually by YabandPay on request, for an agreed fee.

3.9 All provisions, terms and conditions of the Agreement that, in order to be effective, must remain in force after termination of the Agreement, will remain in force after termination.

 

4. Relationship between the merchant and payment instrument suppliers

4.1 The Merchant recognises that the use of certain Payment methods requires the approval of Payment Instrument Suppliers and/or Payment Networks and that any approval given may be withdrawn by the Payment Instrument Supplier at any time. The Merchant acknowledges that the Payment Instrument Suppliers are not subcontractors of YabandPay In the event that YabandPay acts as Collector, the Merchant acknowledges that YabandPay has explicitly received instructions from the Merchant to receive any Payments from the Payment Instrument Suppliers concerned, on behalf of the Merchant. The risk of Payment of processed Transactions by the Payment Instrument Supplier to the Merchant (if YabandPay is the Processor) or to YabandPay (if YabandPay is the Collector) is borne by the Merchant and any Payment to the Merchant or YabandPay will mean final settlement by the Payment Instrument Supplier concerned.

4.2 For a few Payment methods, an agreement is also established between the Merchant and Payment Instrument Suppliers. Additionally, the Merchant will have to sign an agreement with an Acquirer if the Average Transaction Volume exceeds the limits set by the Payment Networks. The Merchant hereby authorises YabandPay, during the term of the Agreement, to sign all necessary documentation and/or agreements with Payment Instrument Suppliers on behalf of the Merchant, for the purpose of the continuation and proper delivery of the Services.

4.3 General Terms and Conditions of that party concerned apply to the relationship between the Merchant and Payment Instrument Suppliers with which the Merchant itself must comply. YabandPay will communicate these to the Merchant. The Merchant acknowledges that Payment Instrument Suppliers and/or Payment Networks can at all times deny the Merchants access to the relevant Payment instrument without said parties and/or YabandPay being liable for this.

4.4 When accepting credit card Transactions on its own domain the Merchant must be PCIDSS compliant and provide proof of this to YabandPay YabandPay is entitled to suspend the processing of credit card Transactions in case of non-compliance with this provision.

4.5 The Merchant acknowledges that certain Payment methods, including but not limited to, credit cards, Sofortbanking, telephone Payments and direct debits, have an increased risk of fraud. The Merchant acknowledges that it is liable for all Chargebacks and other Merchant liabilities relating to Transactions that are processed under this Agreement. The Merchant will indemnify YabandPay against all claims from Payment Instrument Suppliers and Payment Networks. This liability also remains applicable after termination of the Agreement. The Merchant may object to a Chargeback and YabandPay will make every reasonable effort to support the Merchant with this.

4.6 If the Merchant makes use of End2End Payments, whereby YabandPay acts as acquirer, it must inform YabandPay within 48 hours of receipt of the Payment guarantee in the event of nonPayment. YabandPay shall never be responsible for Payments not received.

4.7 The Merchant declares to be aware of and to act in accordance with all rules and regulations of Payment Instrument Suppliers and Payment Networks and will immediately implement any changes thereto. The Merchant is liable for all resulting Merchant liabilities in the event of non-compliance with this obligation and all Fines relating to Transactions that are processed under this Agreement. The Merchant will indemnify YabandPay against all claims from Payment Instrument Suppliers and Payment Networks. This liability also remains applicable after termination of the Agreement. The Merchant agrees that YabandPay may pass on the data relating to the Merchant and its Transactions to Payment Instrument Suppliers and Payment Networks, together with all other necessary account and personal information, in order to enable the Payment Instrument Suppliers to initiate and process the Transactions. and to fulfil its rights and obligations towards the Merchant under its general terms and conditions. YabandPay reserves the right to change Acquirer at any time, without permission or notification to the Merchant being necessary. YabandPay is free to route transactions to the various acquirers according to its own insights. In the annex you will find further information about our acquirers with whom YabandPay cooperates with a view to offering credit card processing.

 

5.  Rights and obligations of YabandPay

5.1 When Payments are processed by the Payment Platform and YabandPay, YabandPay’s actions are confined to acting exclusively as an intermediary and YabandPay accepts no liability whatsoever for damages of any kind arising from the Transactions. YabandPay is not a party to the purchase agreement between the Merchant and Buyer(s). In no event will YabandPay be liable for the Payment by the Buyer to the Merchant or for the delivery of the goods or services to the Buyer.

5.2 YabandPay performs the Agreement with due care, to the best of its knowledge and ability, taking account of the justified interests of the Merchant. All obligations entered into by YabandPay in the scope of an Agreement contain a best efforts obligation.

5.3 YabandPay hereby declares to be responsible for the security of the Payment Platform and the secure storage of Transaction details in accordance with (inter alia) the PCI-DSS rules of the Payments Networks. YabandPay is hereby responsible for the security of Transaction details insofar as they are held, processed or forwarded by YabandPay on behalf of the Merchant. The Merchant is and remains independently responsible for the security of its own Stores, as well as the security of information transmitted electronically to YabandPay, Payment Instrument Suppliers and/or Payment Networks. YabandPay accepts no liability for damages as a consequence of a breach of the security of the Payment Platform or Transaction Details if YabandPay can demonstrate that it has taken all reasonable measures to secure the Payment Platform and acted in accordance with its legal obligations.

5.4 YabandPay will ensure that the Merchants Transaction details can be consulted retrospectively for at least one (1) year via the Payment Platform. YabandPay reserves the right to block and/or limit access (such as the number of users) to the Payment Platform (temporarily or otherwise) at any time if it reasonably considers this necessary for the Payment Platform and its operation.

5.5 YabandPay is not responsible for the continued offering, the availability and the proper functioning of the (Payment) services and Payment methods of Payment Instrument Suppliers and Payment Networks. YabandPay is entitled to adjust its Services at any time as long as this does not affect the functionalities of the service. YabandPay reserves the right to change its Services at any time and to adapt this Agreement accordingly. YabandPay will inform the Merchant of this at the latest thirty (30) days before the change takes effect. If the Merchant does not agree with the change, it will have to cancel the Agreement within the set term. In the absence of such a cancellation, it will be assumed that the change has been accepted by the Merchant. In certain exceptional cases (for example, if YabandPay suspects fraud, bankruptcy, suspension or breach of legal obligations by the Merchant) YabandPay is entitled to make changes to the Agreement without prior notification to the Merchant. YabandPay will inform the Merchant no later than thirty (30) days before the change – insofar as possible and to the extent permitted by the Payment Instrument Supplier – in the event that a Payment Instrument Supplier adjusts its services or the agreement between YabandPay and a Payment Instrument Supplier is terminated, as a result of which the Merchant can no longer use the Payment method. YabandPay accepts no liability whatsoever for any detrimental consequences that may ensue from changes made to the Services or the Agreement.

5.6 YabandPay guarantees 99.9% availability of the Payment Platform, with the exception of the availability of third parties including, but not limited to, services of Payment Instrument Suppliers and Payment Networks. If availability is below 99.9%, the Merchant is entitled to a one-off discount on the monthly package fees, as shown below.

Availability	Discount
99,5 % – 99,9 %	25 %
99,0 % – 99,5 %	50 %
98,0 % – 99,0%	75 %
Lager dan 98,0%	100 %

 

5.7 In order to cover the financial risks associated with the Services, the Merchant acknowledges that YabandPay is entitled at all times to set up a Deposit or to adjust a Deposit that has already been set up in order to anticipate expected Merchant liabilities and/or future Fees. YabandPay will exercise this right with due care. YabandPay is entitled to use the Book Balance to supplement the Deposit. YabandPay will only carry out an adjustment of the Deposit if the risk profile of the Merchant and/or of the Transactions changes such that an adjustment is reasonable. If the Merchant does not agree with the adjustment, YabandPay will have the right to suspend the Services for the relevant Stores and/or to set Volume limits. The Deposit will be held for up to six (6) months after termination of the Agreement to cover any future Merchant liabilities.

5.8 YabandPay is entitled to wholly or partially outsource the performance of the agreement to a third party.

5.9 YabandPay is entitled to independently execute a Refund if a Transaction dispute by the Merchant remains unanswered for longer than seven (7) days or if the Merchant is marked as Exceeded within the Fair Use Policy indicator ‘disputes in YabandPay’. YabandPay will not be liable for any damage or losses suffered by the Merchant due to any act of YabandPay in accordance with this provision.

 

6.  Merchant rights and obligations

6.1 The Merchant will cooperate fully and provide all information necessary for YabandPay to: (i) deliver its Services; (ii) identify and verify the Merchant, its shareholder(s) and director(s); (iii) verify Merchant’s compliance with this Agreement, applicable laws and regulations and/or the rules of Payment Instrument Suppliers and/or Payment Networks; (iv) validate the Merchant’s financial position and risk profile; (v) verify the Merchant’s Stores and activities; and/or (vi) verify any other previously provided information. YabandPay reserves the right to request further information or replacement of expired documents, if this is reasonably necessary, according to YabandPay, a Payment Instrument Supplier and/or Payment Network, in order for them to provide their services, or to comply with the laws and regulations. If the Merchant does not provide this information (within a reasonable period as indicated by YabandPay), YabandPay reserves the right to suspend its Services (temporarily or otherwise) in accordance with Article 3.6.

6.2 The Merchant is obliged to inform YabandPay immediately, at the latest within three (3) days, of all changes to: (i) supplied KYC information (including, but not limited to, its legal structure or control relationships within the group to which the Merchant belongs or other (financial) joint ventures in which its company participates or forms part), (ii) the Merchant’s financial position (including, but not limited to, an expected liquidation, bankruptcy or any other changes affecting the Merchant’s compliance with the Agreement).

6.3 The Merchant is responsible for the link between the Payment Platform and the Stores and will set up and maintain this in accordance with the specifications and instructions of YabandPay The Merchant manages its connection to the Payment Platform under its sole responsibility. The Merchant is responsible for the actions and/or omissions of its employees and/or other designated persons who operate as users of the Payment Platform under its account and for any non-compliance with the user conditions that apply to the YabandPay Portal.

6.4 The Merchant will follow the rules and instructions of YabandPay, Payment Instrument Suppliers and Payment Networks at all times. If the Merchant does not comply with its obligations in this article, YabandPay will be entitled to suspend its Services (in part) in accordance with Article 3.6 and further.

6.5 With regard to credit card transactions, the following conditions apply:

• The Merchant acknowledges that an authorisation of a Transaction is not a guarantee of Payment or acceptance of the Transaction and that it is only an indication of the Buyer’s credit limit at the moment of the authorisation request.
• The Merchant will not use the brands/logos of Payment Networks to suggest any form of authorisation by a Payment Network with regard to Merchants’ goods and/or services and such brands/logos will be placed adequately and prominently on the Stores, with the purpose of informing Buyers that credit card Payments are accepted. Such placements may be subject to approval and instructions from YabandPay, Payment Instrument Suppliers and/or Payment Networks

6.6 The Merchant acknowledges that it is at all times, during the Agreement and after termination thereof, liable for all Transactions processed under its Merchant account and all ensuing Merchant liabilities. The Merchant is obliged to ensure that Transactions executed via the Payment Platform are not contrary to applicable laws and regulations or the rules set by YabandPay, Payment Instrument Suppliers and Payment Networks. In the event of non-compliance with this provision, YabandPay shall be entitled to suspend its Services in accordance with Article 3.6 and/or demand an immediately due and Payable fine of € 2,500 (in words two thousand five hundred euros) per claim. Any claims by Payment Instrument Suppliers and/or Payment Networks will be charged on to the Merchant with the addition of a 15% surcharge to cover administration costs.

6.7 The Merchant indemnifies YabandPay against all claims of Buyers, Payment Instrument Suppliers, Payment Networks and / or third parties in respect of Transactions or any other claims which are (partly) the result of any shortcoming of the Merchant in respect of its services, non-performance of any guarantee obligations under this Agreement and any acts or omissions of the Merchant or that are related to the non-compliance with requirements which Payment Instrument Suppliers and/or Payment Networks impose on Merchants, including Merchant liabilities, and the Merchant shall indemnify and hold harmless YabandPay against all associated costs, (including costs of legal assistance) which YabandPay reasonably incurs in respect of such a claim.

6.8 The Merchant is responsible for reporting all new Stores and/or the sale of new goods and/or services (which are not included in previous approvals given by YabandPay) to YabandPay is at all times entitled to reject a Sales Location or an activity. The processing by YabandPay of Transactions of such a Sales Location or activity is never an automatic approval thereof by YabandPay The Merchant is not entitled to process Transactions of third parties or of Stores that do not belong to the Merchant.

6.9 The Merchant is obliged to keep every storage medium on which data relating to the Transactions are recorded in a secure manner for a period of twenty-four (24) months after the data have become available, in such a way that these data cannot be or become disclosed to third parties. The Merchant will make this information (or the relevant part of it) available to YabandPay at the first request of YabandPay within ten (10) days and will destroy all other non-usable or unnecessary information.

6.10 The Merchant may not store or otherwise keep the information, such as pin data or other confidential data, when accepting Transactions.

6.11 With regard to Transactions, the data recorded by or on behalf of YabandPay constitutes full proof for the Parties, subject to evidence to the contrary.

6.12 The Merchant must notify YabandPay in writing of complaints about Transactions as soon as possible but no later than within one (1) month of the relevant Transaction. If this period has expired, the Merchant is deemed to have approved the Transaction and the resulting fees.

6.13 In the event of (the suspicion of) a data breach at your organisation, which might involve Payment data, you must inform YabandPay of this data breach without delay. YabandPay or authorities such as regulators may request additional information regarding this data breach, in which case you will provide such information immediately.

6.14 The Merchant guarantees to YabandPay that:

• all KYC information about the Merchant that is supplied is complete and accurate;
• the Merchant does not offer goods or services: (i) of third parties; (ii) which fall outside the usual activities of the Merchant (unless YabandPay has granted approval); (iii) of which the offering, trading, possession or use thereof is legally punishable or contrary to the acceptance policy conducted by YabandPay, the Payment Instrument Suppliers and/or Payment Networks; and/or infringe (intellectual) property rights of third parties;
• the Merchant will not use the Services in any way that is in violation of applicable laws and regulations and/or the Payment Network rules and which results in YabandPay and/or Payment Instrument Suppliers being subjected to any (legal) investigation, prosecution or legal procedures;
• the Merchant has and will continue to have all necessary approvals and/or licenses that apply to its activities;
• the Merchant fulfils its obligations towards the Buyer in good faith and in accordance with its own conditions/agreement that it has sufficient financial resources to fulfil its obligations under this Agreement;
• the Merchant will comply with all applicable laws and regulations, including, but not limited to, European laws and regulations regarding purchase or waiver and protection of personal data and Payment Network rules, including the PCI-DSS conditions;
• the Merchant meets all requirements with regard to the Stores and/or Transactions that are imposed by applicable laws and regulations (both in its home country and in the countries where it sells products / provides services), Payment Instrument Suppliers and/or Payment Networks, including, but not limited to, the documentation of Transactions, a documented and published complaints procedure and refund procedure, and that the Services offered via YabandPay will not be used in violation of this provision;
• the Merchant does not process transactions on behalf of third parties or for activities that are not or will not be approved by YabandPay, Payment Instrument Suppliers and/or Payment Networks;
• at the time of a Transaction the Merchant clearly informs the Buyer about any restrictions regarding its return policy;
• the Merchant acknowledges that it, its reputation (under the Fair Use Policy) and its Stores or offices will be subject to periodic monitoring. YabandPay, the Payment Instrument Suppliers and/or the Payment Networks are at all times entitled to perform technical/financial assessments, checks or inspections at the Merchant, the Merchant’s Stores or offices in order to ensure compliance with its obligations arising from the Agreement, the rules of Payment Networks and/or to validate the relevant (legislation and) regulations. The Merchant will provide all relevant information and documentation reasonably requested and facilitate any implementation of this provision;
• the Merchant will not discriminate or discourage the use of certain Payment methods and that it will not apply a surcharge to credit card transactions;
• the Merchant will not process a Transaction that is already subject to a Chargeback;
• the Merchant will refrain from activities which are prohibited and /or may cause damage to the reputation or brand of YabandPay, Payment Instrument Suppliers and/or Payment Networks.
  

Indicator	Fair	Raised	Exceeded	Excessive
Chargebacks on credit cards	< 5 or < 0.3%	0.3% to 0.5%	0.5% to 0.75%	> 0.75%
Fraud reports on credit cards	< 10 or < 0.6%	0.6% to 0.75%	0.75% to 1.0%	> 1.0%
Customer refund on SEPA Direct Debit	< 25 or < 5.0%	5.0% to 7.5%	7.5% to 10.0%	> 10%
MOI notifications on SEPA Direct Debit	< 5 or < 0.1%	0.1% to 0.2%	0.2% to 0.25%	> 0.25%
Fraud through IBAN	< 10 or < 0.2%	0.2% to 0.3%	0.3% to 0.5%	> 0.5%
Disputes in YabandPay	< 3 or < 0.5%	0.2% to 0.5%	0.5% to 1.0%	> 1.0%
Communication failure (exchange)	< 100 or < 1.0% 1	1.0% to 2.0%	2.0% to 2.5%	> 2,5%
Generated API Errors	< 100 or < 1%	1.0% to 1.5%	1.5% to 2.5%	> 2,5%
API Requests-vs-TRX ratio	< 1,000 or < 4x	4x to 5x	5x to 6x	> 6x
TRX-vs-Succes	< 100 or > 60%	% 60% to 40%	40% to 25%	< 25%

* Calculation for each individual month

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.

6.7 The minimum amount Merchant can withdraw is € 10.00. For withdrawals below € 100.00 a € 5.00 transaction fee will be charged. Withdrawals from € 100.00 are free of charge.

 

7. Remittances and YabandPay account

7.1 If YabandPay acts as both Processor and Collector this article 7 applies as a supplement. The Merchant hereby authorises YabandPay (and its Foundation) to receive funds from Buyers ensuing from the processed Transactions.

7.2 YabandPay will periodically make the Available Balance available to the Merchant via the Merchant YabandPay account, in accordance with the conditions as set out in this Article 7. This obligation will never be limited by any limitation of liability as laid down in this Agreement.

7.3 If the Merchant requests that (part of) the Book Balance be converted to a currency other than that in which the original Transaction has been processed, YabandPay will inform the Merchant via the Payment Platform of the exchange rate used. The Merchant will notify YabandPay in writing of any objection against the exchange rate within thirty (30) days, under penalty of the expiry of its right.

7.4 YabandPay is only obliged to transfer the Book Balance to the Merchant when the monetary amounts of processed Transactions have actually been received by YabandPay (through the Foundation) from the Buyers via the Payment Instrument Suppliers. If YabandPay has already paid processed Transactions in advance before the funds have been received and the Payment Instrument Suppliers fail in their obligation to Pay, YabandPay reserves the right to deduct this from the Book Balance or request the Merchant to Pay into the Merchant YabandPay account.

7.5 The Merchant will at all times maintain a positive balance on the Merchant YabandPay account. If the Book Balance is not sufficient to cover any Merchant liabilities or Payment Orders, the Merchant will transfer the relevant amount to YabandPay within fourteen (14) days. YabandPay reserves the right to (partially) suspend its Services in accordance with Article 3.6, to charge interest and to take all other legal measures as provided for in the law.

7.6 The Merchant has the right, once a year, to appoint an auditor to verify the relevant YabandPay administrative records with regard to the Merchant YabandPay account and the Book Balance. The cost of this is for the account of the Merchant, unless the audit shows a discrepancy of more than 10% between the administrative records of YabandPay and the funds received by the Merchant.

7.7 The Foundation receives the Payments for which authorisation has been granted on a third party account that is exclusively intended for receiving, the temporary management of and the Payment of funds from authorised Transactions related to the Services, which account is held at a credit institution with a license under the Dutch Financial Supervision Act (Wft). YabandPay hereby informs the Merchant that it can take out insurance against any Payment risk of the Foundation.

 

8. Payment instructions and refunds

8.1 The Merchant acknowledges that a Transaction may be cancelled if it is disputed, is reversed for whatever reason, was not authorised or the Payment Instrument Supplier has reason to believe that the Transaction was not permitted, or (allegedly) was unlawfully executed, is considered suspicious or in violation of this Agreement and/or the rules of Payment Instrument Suppliers and/or Payment Networks.

8.2 In accordance with Article 8.1, the Merchant must assist YabandPay and Payment Instrument Suppliers and provide all requested information needed to investigate the relevant Transaction(s).

8.3 If the Available Balance on the Merchant YabandPay account is insufficient to cover a refund, the Merchant must immediately refund the amount of the refund and any other costs associated with the refund to YabandPay.

8.4 YabandPay will transfer Payment Instructions and Refunds to the designated receiver of the remittance/Refund within one working day, provided the Merchant’s Book Balance permits this. The Merchant’s balance may not drop below the Available Balance as a result of the remittance or Refund, any Deposits and/or Payment thresholds will be taken into account.

8.5 YabandPay has the right to refuse to execute a Transaction, Payment Instruction or Refund if:

• the instruction contains inaccurate, incomplete or unclear information;
• the Available Balance is too low;
• the Transaction exceeds the set Deposit level;
• there is reason to assume that the Merchant is involved in fraudulent acts or the Payment Platform is being fraudulently used or misused;
• there is reason to assume that the Merchant or the relevant Transaction, Payment Instruction or Refund is involved in money laundering or terrorist financing practices;
• the bank account or the Merchant YabandPay account of the Merchant is blocked;
• the Average Transaction volume exceeds materially, without any prior statement of reason by the Merchant; and/or
• there is reason to assume that this is in violation of laws and regulations.
  

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. Fees

9.1 The Merchant owes Fees to YabandPay for the receipt of the Services.

9.2 YabandPay is entitled to revise Fees. A Rate change will be announced to the Merchant no later than thirty (30) days in advance. If the Merchant does not agree with this change, the Merchant must terminate the Agreement within the set thirty (30) days. The Merchant will be deemed to have accepted the change after the expiry of the stipulated period with no cancellation having been made. YabandPay bills the connection fees Payable by the Merchant after the Agreement has been signed.

9.3 In addition to the provisions in articles 9.2 and 9.4, YabandPay is entitled to charge a surcharge of 10.0% on the billed Fees for a specific month for each breach of a specific or multiple Fair Use Policy indicator if the percentage in a certain month falls in the Exceeded category.

9.4 In addition to the provisions in articles 9.2 and 9.3, YabandPay is entitled to charge a surcharge of 1.0% on the Volume for a specific month for each breach of a specific or multiple Fair Use Policy indicator if the percentage in a certain month falls in the Excessive category.

9.5 YabandPay bills the Fees (not being Transaction Fees) Payable by the Merchant monthly and one (1) month in advance. Transaction Fees are billed weekly or monthly, in agreement with the Merchant. Depending on the type of Fee, Fees will be deducted from the Book Balance, be collected via direct debit issued by the Merchant or paid by the Merchant within fourteen (14) days after billing.

9.6 If Payment is not made punctually, the Merchant will owe YabandPay extrajudicial collection costs.

9.7 YabandPay is entitled to offset the fees, Surcharges and Fines (whether or not due and Payable) against counterclaims of the Merchant (whether or not due and Payable) on YabandPay, irrespective of the currency in which Fees and counterclaims are denominated.

9.8 All Fees, taxes and levies relating to obligations assumed on the Merchant’s behalf by YabandPay at Payment Instrument Suppliers are for the Merchant’s account.

9.9 If the Merchant does not (partially) make use of the Services before the termination of the Agreement or processes no or fewer Transactions via YabandPay for a consecutive period of two (2) months or longer, YabandPay is entitled to charge a minimum bill amount from the moment of reduced use until the moment that the Merchant processes the Average Transaction volume via YabandPay or the agreement is terminated. The minimum invoice amount will comprise 75% of the average fees invoiced for the six (6) months preceding the relevant period. 9.10 An excerpt from the administrative records of YabandPay constitutes full proof with respect to the Merchant.

9.10 All Fees stated are exclusive of VAT. Fees are subject to changes in the rate of VAT.

 

10. Limitations of Liability

10.1 The total liability of YabandPay due to an attributable shortcoming in the fulfilment of the Agreement is limited to compensation of the direct damage up to the amount of the stipulated Fees for the six (6) months prior to the incident causing the damage (excluding VAT), with a maximum of € 25,000 (in words: twenty-five thousand euros) for each damage incident. A series of incidents counts as one (1) incident. Under no circumstances will the total compensation for direct damage amount to more than € 75,000 (in words: seventy-five thousand euros) for each calendar year.

10.2 YabandPay’s total liability with regard to the Payment terminal(s) it supplies, due to an attributable shortcoming in the fulfilment of the obligations in accordance with clause 13 or due to any other reason, including any guarantee obligation, is limited to compensation for direct damage up to the amount of the price stipulated for the respective Payment terminal(s).

10.3 Liability of YabandPay for indirect damage, consequential loss, lost profit, missed savings, reduced goodwill, damage due to business stagnation, loss of data on whatever grounds, is excluded.

10.4 Under no circumstances is YabandPay liable if the Merchant fails to fulfil obligations, including obligations with respect to Payment Instrument Suppliers.

10.5 Every claim against YabandPay will expire after a period of six (6) months has elapsed after the damage-causing incident became known to the Merchant, unless YabandPay acknowledges the claim in writing.

 

11. Confidentiality and privacy

11.1 YabandPay undertakes to maintain the confidentiality of all information concerning the Transactions processed for the Merchant and all information that can reasonably be assumed to be confidential, unless and to the extent that they are unable to do so on account of a legal duty of disclosure.

11.2 The Merchant undertakes to maintain the confidentiality of all information concerning the Transactions processed for the Merchant including, but not limited to, card details and account details, and all information that can reasonably be assumed to be confidential, unless and to the extent that they are unable to do so on account of a legal duty of disclosure. The Merchant will immediately inform YabandPay if (there is a suspicion that) a security breach has occurred with regard to Transaction data.

11.3 The Merchant undertakes to maintain secrecy with regard to technology, including but not limited to the transaction gateway, the available features and the fees at which it offers its services. If the Merchant shares a price proposal or special rates with third parties, YabandPay is permitted to charge its standard rates retrospectively (for a maximum period of twelve (12) months) on the basis of subsequent calculation.

11.4 YabandPay will process the personal data of Buyers in the course of the performance of Services. YabandPay shall do this in the capacity of a Data Controller in the sense of the General Data Protection Regulation (GDPR), and shall ensure that the data will be processed exclusively in accordance with the requirements stipulated in the GDPR. The Merchant may provide a processing agreement in accordance with the provisions of Article 28 GDPR only in so far as the performance of Services requires YabandPay to act as a Processor, and YabandPay will return this after approval. Each party will take appropriate technical and organizational (security) measures to protect the personal data against loss or any form of unlawful processing, in accordance with the GDPR (or any other legislation applicable to the Merchant).

11.5 The Merchant undertakes to pass on the confidentiality obligation to its employees or third parties (in the case of outsourced activities) which have access to the Payment Platform and/or the Transaction Details. The Merchant will do everything reasonably possible to effect compliance with this.

 

12. Intellectual property

12.1 All intellectual property rights and all similar rights to all Services, the Payment Platform, the related products and information are vested in YabandPay or its licensors.

12.2 Subject to the conditions stipulated in the Agreement, YabandPay grants the Merchant the nonexclusive, non-transferable licence to use the software made available to the extent necessary for the agreed use of the Payment Platform. Sub-licences are not permitted.

12.3 In the event that the Agreement is terminated by YabandPay or the Merchant, by mutual agreement or otherwise, the Merchant is obliged to remove all Services and applications of YabandPay from its servers within twenty-four (24) hours of the end of the Agreement.

12.4 The Merchant shall immediately inform YabandPay of any claims by third parties that the use of the Services, the Payment Platform or other material made available by YabandPay (allegedly) infringes the proprietary rights of the third party. YabandPay will, at its own discretion and cost, ensure the continuation of (the relevant parts of) the Services; replace or modify the infringing parts of the Services or

• if the foregoing is not reasonable and commercially feasible according to YabandPay
• terminate this Agreement. YabandPay will indemnify the Merchant for any damage resulting from such claims, subject to the Merchants obligation to assist YabandPay wherever possible and to refrain from any actions that may damage YabandPay’s position and take all actions to prevent the damage (as far as possible).

 

13. Payment terminals

13.1 If the Merchant rents, leases or buys Payment terminals via YabandPay, this clause 13 applies. Payment terminals delivered to the Merchant remain the property of YabandPay or its suppliers, or in the case of purchase, until all relevant amounts owed by the Merchant are fully paid. The Merchant is obliged to store the Payment terminals with due care as long as the ownership has not yet been transferred or in the case of rent and lease. With due observance of the following provisions, YabandPay guarantees the soundness of the Payment terminals it supplies. With regard to Payment terminals that YabandPay receives from a third party, YabandPay’s guarantee does not extend beyond the guarantee provided to YabandPay by this third party. YabandPay will do everything or provide any cooperation that can be required from YabandPay

13.2 The Merchant will perform an update within five (5) working days after the announcement of a software update for the relevant terminal.

13.3 The Merchant will execute orders to perform certain actions for the correct functioning of the terminal as quickly as possible.

13.4 When executing the Agreement the Merchant may not use Payment terminals that have not been approved by YabandPay pursuant to the Agreement and that have not been certified by the Dutch Payments Association, or in respect of which the associated (security) certificate has been expired. YabandPay will, if desired, inform the Merchant about suitable types of Payment Terminals and the accompanying specifications, including the expected lifespan of these Payment Terminals.

13.5 Lease/Purchase. The Merchant is obliged to check the Payment terminals provided immediately after delivery. Complaints regarding externally observable defects must be made in writing within two (2) days after delivery. With regard to defects or shortcomings, which are not observable upon delivery and concerning the quality of Payment terminals delivered, a guarantee period of twelve (12) months after the delivery date applies, in which the Payment terminals will be repaired or replaced free of charge by YabandPay The Merchant is obliged to return the Payment terminal(s) within five (5) days after discovery of the defect and to make written notification thereof to YabandPay, under penalty of the expiration of the guarantee and Merchant’s responsibility for the costs of the replacement Payment terminal(s). After the report, YabandPay will send a replacement Payment terminal (by regular mail) or, if desired and indicated, make it available for collection by Merchant within two (2) hours after the report. After the aforementioned guarantee period, all claims regarding defects against YabandPay will lapse. YabandPay will not be liable for repairing damage caused by the Merchant’s actions and this is therefore excluded in any form whatsoever. The guarantee claim also expires if the Merchant himself (a) changes or repairs the delivered terminal without the prior written permission of YabandPay, the delivered terminal is used for purposes other than the normal (business) purposes, the terminal delivered is handled, used or maintained in an improper manner, the defects are the result of faulty materials, made available by the Merchant, the defects are caused by an external force, weather, wear and tear, chemical or electronic influences, or other causes beyond the control of YabandPay

13.6 Lease. The Merchant is obliged to check the Payment terminals provided immediately after delivery. In respect of defects or shortcomings, YabandPay will repair or replace the Payment terminal(s) free of charge. YabandPay will provide reserve Payment terminals depending on the number of Payment terminals to be hired by the Merchant. If these are used while the rented Payment terminal shows no defects, YabandPay will charge for the reserved Payment terminal. The Merchant is obliged to return the Payment terminal(s) within five (5) days after discovery of the defect and to make written notification thereof to YabandPay The Merchant has no right to sell, rent, license or transfer the Payment terminal to third parties or to allow use of the Payment terminal by a third party. Neither does the Merchant have the right to change the software or hardware of the Payment terminal in any way for use for any purpose other than to perform Transactions.

13.7 After receipt of the fault report, YabandPay will send a replacement Payment terminal (by regular mail) within one (1) working day or, if desired and indicated, make it available for collection by the Merchant during office hours within four (4) hours of the notification (Swap & Replace).

13.8 When renting 2 terminals or more the Merchant is entitled to a direct delivery of 1 or more free reserve terminals. These terminals will be delivered sealed, if the seal is broken while no fault message has been received, this terminal will be invoiced on the basis of subsequent calculation.

13.9

Numbers of terminals leased	Additional delivery	Total
1 terminal	none	1 terminal
2 terminals	1 terminal	3 terminals
3 terminals	terminal	4 terminals
4+ terminals	2 terminals	6+ terminals

 

13.10 YabandPay does not guarantee the usability of the Payment terminal(s) it supplies if it is / will be combined with software/hardware not provided by YabandPay

13.11 If the terminal software and/or the security certificates have expired, the Merchant must make the terminals available to YabandPay immediately.

13.12 The risk of loss, theft or damage to the Products that are hired or leased by the Merchant will pass to the Merchant at the time when they are placed in the actual possession of the Merchant or an agent of the Merchant. The Merchant declares that he has taken out adequate insurance against these risks.

13.13 The Merchant is obliged to strictly follow the YabandPay instructions for setting up the Payment terminals. These instructions are part of the Regulations of which the Merchant declares to have taken note before the first use of service(s) in accordance with the Agreement and has declared its agreement with these.

 

14. Force Majeure

14.1 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.

14.2 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.

14.3 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.

14.4 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.

14.5 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.

 

15. Transfer of Rights

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. Notices and Communications

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. Changes in The General Terms and Conditions

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. Entire Agreement

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. Consequences of Nullity or Annullability

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. Applicable Law and Competent Court

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.