PayPro Service Agreement

PART A – GENERAL

1. Definitions

In this Agreement is meant by (definitions in the singular have the same meanings in the plural, and vice versa):

Agreement:
this PayPro Service Agreement as agreed by PayPro and Merchant

Balance:
the balance of Payments that the Depository receives and holds for Merchant on the instructions of PayPro, whether or not after deduction of amounts payable to PayPro and/or a Financial Institution

Business Day:
from Monday to Friday between 9:00 in the morning until 17:00 in the afternoon, with the exception of national public holidays

Chargeback:
the possibility for a Customer to reverse a Payment, as a result of which the Financial Institution sets off the fee (already transferred) against the balance of the account of Merchant, or reverses it

Commencement Date:
the date on which the Agreement has been entered into by Parties as the Merchant has accepted the Agreement

Contra Account:
the by Merchant to PayPro provided – issued by a payment service provider – IBAN in the name of the Merchant with respect to which PayPro can pay or receive or have paid or received monies pursuant to the Agreement

Customer:
consumer or organization that has agreed with Merchant that Merchant will deliver a (digital) product or service to the relevant consumer or organization against payment of an agreed fee to Merchant

Dashboard:
the online user account made available by PayPro to Merchant through which Merchant can make use of the Service

Depository:
Stichting PayPro Cliëntgelden, with registered office in Groningen and listed in the trade register of the Chamber of Commerce under number 50399292

EUR:
the euro, the legal tender in the eurozone

Fee:
the fee, that Merchant owes to PayPro for the use of the Service of PayPro

Financial Institution:
an institution that offers a Payment Method, initiates and/or processes a Payment and has entered into an agreement for this purpose with PayPro, Merchant or Customer

FSA:
the Financial Supervision Act and regulations based thereon as in force from time to time

In Writing:
by letter or by e-mail and in so far as it concerns the provision of information by PayPro to Merchant also by invoice, the Dashboard or the Website

Merchant:
a natural or legal person that uses the Service

Party:
PayPro or Merchant, jointly the Parties

Payment:
the payment through a Payment Method by Customer to Merchant of a fee for the service provided or to be provided and/or the product delivered or to be delivered by Merchant or a Chargeback or a Refund

Payment Method:
a method for receiving and processing Payment Orders, made  available  by  PayPro  to  Merchant  under  the Agreement, the functionalities of which have been described by PayPro and made available to Merchant

Payment Services:
the Payment Method that PayPro makes available to Merchant under the Agreement, the functionalities of which have been described by PayPro and made available to Merchant

PayPro:
PayPro B.V., with registered office and principal place of business in Groningen and listed in the trade register of the Chamber of Commerce under number 50398784, a payment institution as defined in article 1:1 FSA, with permit from De Nederlandsche Bank N.V. on the basis of article 2:3a FSA

Refund:
the repayment to Customer of (a part of) the Transaction Amount at the request of Merchant

Security:
the amount set by PayPro that Merchant should hold with the Depository to cover the financial risks that PayPro and/or the Depository are exposed to pursuant to the provision of Payment Services to Merchant.

Service:
a Payment Service and/or other service made available to the Merchant by PayPro, not being a Payment Service

Transaction Amount:
the amount of the Payment

Trust Account:
an IBAN issued by a supervised bank in the name of the Depository on which the Depository holds the Credit Balance and/or the Security

Merchant:
a natural or legal person that purchases payment services from PayPro

Security:
the amount set by PayPro that Merchant must hold with the Depository to cover the financial risks that PayPro and/or the Depository are exposed to pursuant to the provision of Payment Services to Merchant.

Transaction Amount:
the amount of the Payment

Trust Account:
an IBAN issued by a supervised bank in the name of the Depository on which the Depository holds the Credit Balance and/or the Security

Website:
the public website of PayPro

2. Scope of Agreement

1. The Agreement is applicable to all offers, legal relationships and agreements that relate to or arise from the provision of the Service by PayPro to Merchant.
2. The applicability of Agreement used by Merchant is explicitly rejected. A derogation from the Agreement is only legally valid if it has been confirmed in Writing by PayPro.
3. If any provision of the Agreement is void or voidable, then the other provisions will remain in full force and the void or voidable provision(s) of the Agreement will be replaced with (a) valid provision(s), as much as possible with due observance of the purpose and scope of the void or voidable provision(s).
4. PayPro may at any time amend the Agreement. PayPro will inform Merchant in Writing about an amendment to the Agreement. If the amended Agreement is not acceptable to Merchant, Merchant can terminate the cooperation. If Merchant does not proceed to termination of the cooperation within 14 days after the amended Agreement has been made available, Merchant will be deemed to have accepted the amended Agreement.
5. In derogation from paragraph 4 of this article, an amendment to the Agreement made by PayPro without prior notification by PayPro to Merchant will be binding for PayPro and Merchant if, in the reasonable opinion of PayPro, the amendment is related to or arises from (a change in) laws and regulations, a court judgment, an instruction or a binding advice to which PayPro is bound or considers itself bound, and the amendment must be implemented within a month.
6. In case of conflict between further agreements within the meaning of paragraph 2 of this article, confirmed in Writing by PayPro, and the Agreement, the following order applies: (1) further agreements confirmed in Writing by PayPro and (2) the Agreement.
7. The Depository may rely on PayPro’s rights under the Agreement.

3. Conditions imposed by Financial Institutions

In addition to the conditions contained in the Agreement, Financial Institutions have general and specific conditions that may apply to Merchant. In so far as Merchant makes use of (a payment method of) a Financial Institution, it is Merchant’s own responsibility to take note of the conditions of the Financial Institution that apply to it. Merchant is fully responsible for complying with such conditions. If the Financial Institution brings any claim against Merchant for failure to comply with the conditions, then PayPro will never be liable for this.

4. Offers

All offers, as well as the prices, fees and periods stated by PayPro, are always without obligation and may be revoked by PayPro, unless explicitly stated otherwise. Merchant guarantees the correctness and completeness of the information provided by or on behalf of it to PayPro, on which PayPro bases its offer.

PART B – SERVICE PROVISION BY PAYPRO

1. Service provision by PayPro

1. PayPro offers Merchant the possibility to make use of the Service including the Payment Services for the processing of Payment Orders and the Payments arising from them. Merchant may use the Service only for the website(s) specified by Merchant to PayPro. Merchant declares that it is entitled to the use of the website(s) specified to PayPro.
2. Merchant is not allowed to make use of the Service for other websites than those specified by Merchant to PayPro without Written permission of PayPro.
3. PayPro is never responsible and liable, neither legally nor financially, for the non- payment by a Customer of the products and/or services purchased by this Customer from Merchant or for the costs that a Merchant must make to still recover the payment from a Customer.
4. PayPro is authorized to suspend or terminate the use of the Service by Merchant if there are facts and/or circumstances based on which PayPro can reasonably conclude that Merchant uses the Service for website(s) and/or goods/services about which Merchant has not informed PayPro in Writing and/or on which the Merchant is not entitled.

2. Dashboard

1. PayPro is the owner of all rights of intellectual property relating to the Dashboard, unless it explicitly appears otherwise. Merchant has a limited, non-exclusive, non- transferable right to use the Dashboard during the term of the Agreement.
2. Without the explicit written permission of PayPro it is not allowed to copy, distribute or reuse in any way any information that is provided on the Dashboard, unless this is explicitly indicated with the information.
3. PayPro does its utmost to ensure that all published data are reliable and up-to-date. Inaccuracies can nevertheless occur. PayPro, the Depository and the companies, partners and suppliers affiliated with it, are not liable for damage resulting from inaccuracies, problems caused by, or problems that are inherent to the distribution of information through the Website, the Dashboard or through other media on the internet, nor for technical failures.
4. PayPro will regularly carry out maintenance on the Dashboard. PayPro is entitled to install temporary solutions or workarounds or problem-avoiding restrictions in the Dashboard. PayPro will endeavour, to the best of its ability and knowledge, to minimize interruptions, errors and failures.
5. No rights can be derived from the information on the Dashboard.
6. PayPro reserves the right to adjust the information that is available through the Dashboard at any time without communicating this in advance or afterwards.
7. PayPro endeavours to protect the Dashboard, the connection and the data adequately.
8. Merchant arranges for the purchase and undisturbed availability of all (internet and/or telecommunications) services, equipment and software that are needed to use the Dashboard.

3. Reporting failures in service provision PayPro

1. Merchant shall inform PayPro in Writing about a failure in the Service provided by PayPro and/or the Fees deducted within 30 days after the transaction between Merchant and Customer, or within 45 days after discovery of the failure if Merchant proves that it could not reasonably have discovered the failure earlier. After expiry of the above periods, Merchant will be deemed to have accepted the by PayPro provided Service and Fees deducted.
2. Complaints do not suspend the payment obligation of Merchant – for the part to which no complaint relates.

PART C – REGISTRATION WITH PAYPRO

1. Acceptance Merchant

1. The Service is only available to the Merchant after PayPro has accepted the Merchant. Acceptance takes place after:
   • Merchant’s identity has been established by PayPro in accordance with the statutory provisions;
   • the identity of Merchant has been verified in accordance with the statutory provisions; and
   • Merchant has been accepted by PayPro in accordance with its acceptance policy.
2. The Merchant is aware that completing PayPro’s acceptance process and providing the information requested by PayPro during the acceptance process is necessary for the provision and use of the Service. To the extent that the Merchant does not, does not fully, or incorrectly provide the information required in the context of the acceptance process to PayPro, the Merchant remains liable for the Fee.
3. To enable PayPro to establish Merchant’s identity as referred to in paragraph 1 of this article, Merchant and its representatives are obliged to cooperate fully and provide the information requested by PayPro to establish and verify their identity. If Merchant is a legal entity or a cooperation, Merchant and its representatives are obliged, on first request of PayPro, to give insight into the ownership and control structure of the legal entity or the cooperation.
4. A change in the information provided by Merchant to PayPro pursuant to paragraph 2 of this article must as soon as possible be communicated to PayPro in Writing. Changes in the authority of Merchant or its representatives or agents, including changes that have already been entered in the public registers, are only valid towards PayPro after PayPro has been informed about them in Writing by or on behalf of Merchant.
5. PayPro may make copies of the documents provided by Merchant and/or its representatives, showing the data referred to in paragraphs 2 and 3 of this article, and register and keep the data with due observance of article E 9 of the Agreement (Processing Personal Data).
6. As part of the acceptance procedure of Merchant, referred to in paragraph 1 of this article, PayPro assesses the products/services that Merchant offers (through its website(s)). Merchant declares that the information provided to PayPro on this point is complete and accurate. Merchant must inform PayPro in advance in Writing about a change in the offer of a product and/or service for which the Merchant uses the Service
7. Merchant provides PayPro on its first request with additional information about its activities, purposes and the products and/or services on its website. It is among other things not allowed that the content of the website of Merchant:
   • is of a violent nature;
   • discriminates on the basis of race, sex, religion or personal belief;
   • engages in, encourages or promotes illegal activities;
   • prejudices the good name and reputation of the affiliated Merchants and/or affiliates; and
   • infringes on copyrights, trademarks or other rights of any third parties.
8. On request Merchant shall inform PayPro about the origin of the monies deposited or to be deposited with the Depository.
9. PayPro has the right not to accept a Merchant, without giving reasons.

2. Acceptance and registration with Financial Institutions

1. With a view to the offering of certain Payment Methods, PayPro will start an acceptance procedure with the relevant Financial Institution. PayPro cannot guarantee acceptance of Merchant by the Financial Institution with a view to the offering of a certain Payment Method to Customers. Merchant shall provide PayPro with all documentation and information that are needed to complete the acceptance procedure with the Financial Institution successfully. If the Financial Institution does not accept the Merchant, then Merchant cannot hold PayPro liable for this.
2. Merchant collects Payments by making use of the Dashboard. To this end, Merchant uses the contracts that PayPro has with the Financial Institution, or the own contracts that Merchant has with the Financial Institution.
3. There is a contractual relationship between Customer and Merchant or between Customer and Financial Institutions. PayPro is outside this contractual relationship and is only a contracting party for the Financial Institution and for Merchant.
4. If Merchant has an own Registration Number and this is used for processing Transactions for specific Payment Methods through the Dashboard, then PayPro does explicitly not have a contractual relationship with the Financial Institution for the transactions that have been processed through Merchant’s own Registration Number.

PART D – CREDIT BALANCES AND PAYMENTS

1. Payments

1. PayPro is authorized to receive Payments on the Depository.
2. Merchant ensures that the contractual relationship between Merchant and Customer allows that PayPro can receive Payments intended for Merchant. Merchant has the obligation to inform Customer or a potential Customer adequately about the manner in which Customer can make a Payment to Merchant in a valid manner by means of the Payment Service.
3. Merchant indemnifies PayPro and the Depository against claims that a Customer may have in respect of a Payment that a Customer made to the Depository.
4. The Merchant must check the status of a Payment before delivering a product or service to a Customer.
5. The risk that PayPro and/or the Custodian has not received a Payment if the Transaction does not have the status ‘Paid’ or an equivalent thereof, depending on the relevant payment method, lies with the Merchant.
6. The Merchant explicitly agrees that through the Service, PayPro – and not the Merchant – receives the Payment, unless otherwise indicated.
7. The Merchant is aware of the payment risk on PayPro against which the Merchant can insure.

2. Payment to Merchant

1. On the instructions of PayPro, the Depository pays a Balance to Merchant.
2. When paying a Balance to Merchant, the Depository deducts, on the instructions of PayPro, the Fee and/or any other amounts payable by Merchant to the Depository and/or PayPro.
3. PayPro invoices the Fee consisting of nonrecurring and continuous costs from the Commencement Date.
4. By entering into the Agreement, Merchant authorizes PayPro to charge outstanding amounts (claim of PayPro against Merchant) to the Contra Account by means of a direct debit.
5. PayPro will make Payments to Merchant only after they have been received on the Trust Account.
6. PayPro can suspend the making of the Payments in case of (a suspicion of) improper use or fraud by Customer(s) and/or Merchant.
7. Payment of monies to Merchant only be made will on the Contra Account.
8. PayPro will pay the monies in the currency as agreed in the Agreement. Unless otherwise agreed, payment takes place in EUR.

3. Chargeback and Refunds

1. PayPro is entitled to set off Chargebacks and Refunds against the Credit Balance. In so far as the Credit Balance is not sufficient to set off the Chargebacks and Refunds, PayPro will collect this amount from Merchant. By signing the Agreement, Merchant authorizes PayPro to charge the outstanding amounts that cannot be set off to the Contra Account by means of a standing order. Merchant indemnifies PayPro against all direct and indirect costs and liabilities resulting from Chargebacks and Refunds, regardless of their correctness.
2. If Merchant has many Chargebacks, a Financial Institution may impose a fine on Merchant. PayPro may at any time charge these fine and additional costs on to Merchant, if and in so far as set off by the Financial Institution against payments intended for the Merchant concerned, or set them off against the Credit Balance. If the Financial Institution blocks the Registration Number of Merchant, then PayPro will not be liable for this.

4. Security

1. PayPro may oblige Merchant to maintain a Security. The amount of the Security is set at the discretion of PayPro. The Security is held on a Trust Account. The Depository pays the Security to Merchant on the instructions of PayPro, as soon as Merchant has fulfilled all (possible) obligations to PayPro and/or the Depository.
2. By this Agreement, Merchant has:
   • undertaken to pledge the Security to PayPro and the Depository as security for any claim that PayPro and/or the Depository has or acquires against Merchant at any time, on whatever ground;
   • in so far as legally possible, pledged the Security referred to under a to PayPro;
   • given PayPro and the Depository an irrevocable power of attorney, with the right of substitution, to pledge the Security on behalf of Merchant, if necessary repeatedly, to itself, and do everything that is useful for the pledging.
3. Merchant guarantees that it is authorized to pledge and that the Security is or will be free of rights and entitlements of others than PayPro and the Depository.
4. PayPro and/or the Depository may only proceed to enforcing the pledge if Merchant has a due and payable debt to it and Merchant fails to pay it. PayPro will not enforce the pledge beyond what is needed to pay the debt of Merchant.

5. Fee

1. PayPro charges a Fee for the provision of the Service. The rate of the Fee that PayPro charges is specified in the Dashboard or stated by e-mail to the Merchant. Where this is not the case, the base Fee will apply as specified on the Website.
2. The Fee may consist of a monthly or annual amount payable depending on the Merchant’s choice for a monthly or annual subscription upon registration with PayPro or at a later time.
3. PayPro can unilaterally adjust its Fee. If it concerns an increase of the Fee, PayPro will inform Merchant in Writing at least one (1) month before the new Fee takes effect. If Merchant notifies PayPro in Writing within one (1) month of receiving this information that Merchant does not agree with this increase, the Merchant has the right to terminate this Agreement as of the date on which the new Fee takes effect. Without notice from Merchant and/or failure to terminate the Agreement, the Fee increase will take effect on the date initially determined by PayPro.
4. All Fees specified by PayPro are exclusive of VAT and other government levies, unless explicitly stated otherwise.

6.   Additional Fee

To the extent that PayPro needs to perform additional work due to the actions of the Merchant in the execution of the Service, PayPro may charge an immediately payable additional Fee. PayPro charges such an additional Fee, for example, when PayPro deems its intervention in the communication between the Merchant and the Customer necessary (EUR 25) or when PayPro receives a report of an unjustified direct debit (MOI) from an Acquirer (EUR 85).

PART E – MISCELLANEOUS

1. Duration of the Agreement

1. The Agreement is entered into for an indefinite period. The Merchant can terminate the Agreement by email to support@paypro.nl or via the Dashboard, whereby the Merchant is not entitled to a refund of fees already paid to PayPro and PayPro remains entitled to fees already owed to PayPro.
2. To the extent that the Merchant uses the Service in the form of a monthly or annual subscription, the duration of the Agreement is automatically extended for the agreed period (month or year), unless the Merchant terminates the subscription with a notice period of one month before the end of the agreed period (month or year).
3. PayPro may (i) suspend payments and the processing of Payment Orders and/or other obligations in whole or in part with immediate effect and/or (ii) terminate the Agreement in Writing without notice of default with immediate effect, if:
   • Merchant is granted a suspension of payments or Merchant is declared bankrupt, or a petition to that effect has been submitted;
   • the company of Merchant is liquidated or Dashboard otherwise than for the purpose of a restructuring or merger of companies;
   • Merchant is a natural person and is placed under guardianship, under administration, is subjected to a debt rescheduling or dies;
   • Merchant is involved in fraudulent acts or acts that are otherwise in violation of laws and/or regulations and/or the acceptance policy of PayPro, or PayPro suspects this;
   • Merchant does not or no longer meet the conditions of the acceptance policy conducted by PayPro and/or, in the opinion of PayPro, the image and/or the brand of PayPro is prejudiced or threatens to be prejudiced by acts or omissions of Merchant;
   • a prejudgment or executory attachment is levied against PayPro and/or the Depository at the expense of Merchant;
   • PayPro knows or suspects that Merchant fails to fulfil or has failed to fulfil one or more of its statutory or contractual obligations;
   • PayPro receives instructions to suspend or terminate from a Financial Institution, an Acquirer, a supervisor or a government agency;
   • the Credit Balance is insufficient to set off the Fee, other costs or obligations and fees, and Merchant has not immediately supplemented the Credit Balance or otherwise arranged for payment;
   • Merchant acts in violation of the conditions stipulated by a Financial Institution, in so far as applicable to Merchant, and/or acts in violation of the applicable laws and regulations in the field of privacy and the protection of personal data;
   • Merchant violates one or more of the parts of article E 3; and
   • in case of a change of circumstances (for example a change in laws or regulations or a change of owner of Merchant) as a result of which PayPro cannot reasonably be required to continue the Agreement.
4. PayPro will inform Merchant as soon as possible if PayPro exercises its suspension right. If possible, PayPro will inform Merchant about the reason for the suspension. PayPro may attach conditions to terminating the suspension. PayPro is not obliged to reimburse any damage resulting from PayPro’s exercise of its suspension right. A suspension can be followed by notice of termination of the Agreement if the ground for termination has not been eliminated or Merchant fails to meet conditions set by PayPro.
5. If Merchant has made use of a Payment Method under which the Customer has the possibility to reverse the Payment, the Agreement will also remain in force after termination of the Agreement between the Parties, until the reversal period for the Payments received by PayPro for Merchant has expired.
6. The Agreement will end by operation of law if the principal place of business or the branch of the Merchant that uses PayPro’s services is deregistered from the commercial register, or if the Merchant has not purchased any services from PayPro for a period of 12 months.
7. In deviation from Article 6:140 Dutch Civil Code, PayPro’s obligations in respect of the Merchant under the Agreement will lapse 12 months after the termination of the Agreement.

2. Legal obligations

1. PayPro has obtained a permit as payment institution as referred to in article 2:3a FSA for the provision of the Payment Services and is registered with and supervised by De Nederlandsche Bank. Based thereon, PayPro shall comply with specific laws and regulations that relate to its activities.
2. PayPro and Merchant ensure that all relevant laws and regulations, in particular those arising from the FSA, Book 7 Dutch Civil Code, the Money Laundering and Terrorist Financing (Prevention) Act and the Sanctions Act 1977, are always complied with.
3. Under the FSA, PayPro shall separate the monies it receives for a Merchant from the assets of PayPro. To this end it has incorporated the Depository. On the instructions of PayPro, the Depository receives and manages the monies originating from Customers. Conditions have been agreed between PayPro and the Depository concerning the management and the safekeeping of funds. These conditions can be requested by means of an e-mail to support@paypro.nl

3. Rights and obligations Merchant

1. Merchant is responsible for compliance with the laws and regulations applicable to its activities, the Agreement and specific instructions from PayPro and/or the Depository.
2. Merchant will not deliver or make available goods and/or services in violation of applicable laws and or regulations. If it appears that Merchant acts in violation of applicable laws or regulations, PayPro may discontinue its service provision with immediate effect and without prior notice to Merchant and proceed to immediate termination of the Agreement.
3. Merchant is obliged to handle all means of access to the Dashboard confidentially and only make them available to its employees or to third parties engaged by Merchant who need to have access to the Dashboard within the framework of their daily activities.
4. Merchant may not make the functionality of the Dashboard available to third parties or use it for the benefit of third parties without prior permission of PayPro.
5. Merchant shall make all information that PayPro, in its opinion, needs for the provision of its services available to PayPro in a timely manner, in the form desired by PayPro and in the manner desired by PayPro. Merchant guarantees the accuracy, completeness and reliability of all information made available by Merchant to PayPro.
6. Orders, statements and communications from Merchant to PayPro shall be sent to the address of PayPro as specified on the Website.
7. If Merchant acts in violation of what is provided in laws and regulations and/or the Agreement, or if there is a valid suspicion that it does, Merchant will be obliged to cooperate in an investigation of the violations and give access to its administration, its electronic files and the data on a server used by Merchant.
8. Merchant shall refrain from activities that may prejudice the reputation and/or the brand PayPro and/or its trade names.
9. Merchant shall have the required permit, registrations and/or permission to conduct its business and make copies hereof available to PayPro on first request of PayPro.
10. The Merchant must have a proper complaints procedure, depending on the Payment Method, whereby the Merchant is easily reachable via email and another direct contact method (such as phone or chatbox).
11. The Merchant must make the information about the complaints procedure available to Customers in a transparent manner and in an easily accessible place.
12. The Merchant is not allowed to use the Service for purposes other than receiving Payments from Customers. For example, the Merchant is not allowed to enter a ‘pseudo’ transaction to verify the availability of the Service and/or a specific Payment Method

4. Engagement of third parties by Merchant

1. If Merchant engages third parties, Merchant remains responsible for the compliance with the Agreement.
2. If Merchant engages third parties, Merchant shall ensure that, in so far as applicable, it is included in the agreement with the third party concerned that the third party will comply with the Agreement and that Merchant will enforce fulfilment of these obligations in court on first request of PayPro.

5. Engagement of third parties by PayPro

1. PayPro is authorized to make use of the services of third parties in its service provision.
2. PayPro will exercise due care in the selection of the third parties referred to in this article.

6. Confidentiality

1. Parties undertake to observe confidentiality, until six (6) months after termination of the Agreement, with regard to information about machines, inventions, patents, copyrights, drawings, contracts, organization, suppliers and customers and furthermore with regard to all other business matters of Parties of which the other party knew or should have known that they were of a confidential nature.
2. Parties fully guarantee that their employees, advisers and directors as well as third parties engaged by the Parties will comply strictly with the provisions regarding confidentiality.
3. The Parties will impose their obligations under this article on any third parties engaged by them.
4. Without permission of Merchant, PayPro is not entitled to use the information made available to it by Merchant for any other purpose than for which it was received. An exception is made in the event that PayPro acts for itself in administrative, civil, supervisory or criminal proceedings in which these documents may be relevant and/or have been claimed. PayPro will inform Merchant of the documents submitted to third parties, unless this is not allowed because of statutory requirements.
5. On violation of the provisions of this article, PayPro will be entitled to terminate the Agreement with immediate effect.

7. Liability

1. PayPro is only liable in so far as this follows from the Agreement.
2. If PayPro is in default and this default is a direct consequence of an attributable failure of PayPro, Merchant shall as soon as possible inform PayPro about this in Writing. To enable PayPro to react adequately to the failure within a reasonable period, the notice of default shall contain a description of the failure as detailed as possible.
3. PayPro is only liable for a failure attributable to it if Merchant has given PayPro notice of default in the manner described in paragraph 2 of this article and PayPro has not adequately remedied the failure attributable to it within a reasonable period.
4. PayPro is not liable for reversals and/or complaints of Customers or for the refusal of a third party to execute a payment order of a Customer.
5. PayPro is only liable to Merchant for damage or loss resulting from non-compliance or late or improper compliance with the Agreement in so far as such damage is due to intent, deliberate recklessness or gross negligence of PayPro, of third parties engaged by PayPro, or in so far as the damage is at PayPro’s risk according to common opinion.
6. PayPro is never liable for indirect damage such as consequential damage, lost profits, missed savings and damage resulting from business interruption.
7. Condition for the arising of any right to compensation is always that Merchant informs PayPro in Writing about the damage as soon as possible after the damage has become known or could have become known to Merchant.
8. The liability of PayPro is always limited to the amount that will be paid pursuant to the professional/business liability insurance of PayPro in connection with the relevant incident or series of incidents.
9. If and in so far as no payment takes place pursuant to the liability insurance, as referred to in paragraph 8 of this article, for whatever reason, any liability of PayPro is limited to a maximum amount of EUR 1,000 per incident and per calendar year.
10. The limitation of liability laid down in this article also applies to third parties engaged by PayPro within the framework of the service provision by PayPro. This means that such third parties can directly invoke this limitation of liability.

8. Force Majeure

1. None of the Parties is obliged to fulfil any obligations if they are prevented from doing so as a result of force majeure. Force majeure exists if the non-fulfilment cannot be attributed to a Party, because it is through no fault of it, nor for its account pursuant to the law, a legal act or common opinion.
2. If a force majeure situation has existed for more than 7 days, Parties have the right to terminate the Agreement by Written notice with immediate effect. What has already been performed pursuant to the Agreement will then be settled proportionally, without Parties having any further debts towards each other.
3. Force majeure within the framework of the Payment Services Provision includes in any case, without excluding any other force majeure situations:
   1. a delay in the provision or non-provision of the Payment Services by PayPro in so far as attributable to:
      • an international conflict;
      • a violent, terrorist or armed action;
      • a measure of domestic, foreign or international authorities;
      • a measure of a supervisory authority;
      • a boycott;
      • labour unrest at third parties or among own personnel;
      • a failure in the power supply, in communication connections or in equipment of PayPro or third parties;
      • a natural disaster;
      • fire;
      • flood;
      • a robbery; or
      • a nuclear disaster,
   2. a delay in the provision or non-provision of the Payment Services by PayPro, as well as any other consequences of the becoming public of payment data and changes in the status of Payments in so far as attributable to the deliberate interruption, penetration, manipulation, destruction or theft by third parties, targeted at the service provision by PayPro.
4. Also to be regarded as force majeure is the event that a third party engaged by PayPro terminates its service provision to PayPro as a result of a petition for a suspension of payment, the third party being declared bankrupt or being liquidated, provided that such a termination of the service provision by the third party is not due to any unlawful act of PayPro. PayPro has the obligation to endeavour to have the services concerned as soon as possible provided by another institution.

9. Processing personal data

1. Within the framework of the performance of the Agreement, Parties will be processing personal data. Each Party qualifies as a controller with respect to these personal data in so far as the Party processes them for its own purposes and using its own means.
2. Each Party guarantees that it will process the personal data in accordance with the applicable laws and regulations regarding the processing of personal data and will take appropriate technical and organizational (security) measures to protect the personal data against loss and/or any form of unlawful processing.
3. Merchant will ensure that each Customer, in so far as necessary, has granted permission for the provision of personal data to PayPro for the purpose of the processing within the framework of the performance of the Agreement.
4. Merchant agrees to inclusion of its personal data in the administration of PayPro and the Depository. These personal data include name, address, residence and the other data that have been provided with or pursuant to the Agreement and that are necessary for the performance of the Agreement, the acceptance procedure and the execution of the Service. PayPro will handle these data confidentially and not make them available to third parties unless:
   1. this is necessary for executing a Payment Order pursuant to the Agreement; or
   2. in so far as data must be made available pursuant to a statutory provision.

10. Complaints

A complaint about the service provision by PayPro shall be submitted to PayPro, for the attention of the board, in Writing, stating name, address and location of Merchant and containing a clear description of the complaint, for the attention.

11. Governing law and competent court

1. PayPro notifies Merchant to the e-mail address provided by the Merchant or via the Dashboard.
2. Merchant agrees that PayPro will make (access to) reports, notifications and/or invoices available by e-mail or via the Dashboard.
3. Unless otherwise indicated, Merchant has to notify PayPro via the e-mail address support@paypro.nl

12. Governing law and competent court

1. The Agreement and all that arises from it are governed by Dutch law.
2. All disputes arising from or relating to the Agreement will be submitted to the competent court in Groningen. If PayPro acts as claimant it will be authorized, in derogation from the foregoing and in so far as applicable, to submit a dispute to a foreign court that is eligible with respect to a Merchant.