The capitalised terms contained in the Agreement and in the present General Terms and Conditions are defined as and have the meaning set out in the present article:
Account Number: The identification of the Merchant at the Financial Institution which supports the payment method which is used by the Merchant through the Payment Services. An Account Number can be based on an agreement which the Merchant has entered into directly with the Financial Institution or on an agreement which CM Payments entered into with the Financial Institution.
Bank List: List of banks acting as Issuing Bank for iDEAL and which is displayed when a client at a web shop makes an iDEAL payment. This list is maintained and published by Currence iDEAL B.V.
Payment Instrument: Personalised instrument or instruments or set of procedures agreed between the Merchant and CM Payments, which the Merchant uses to initiate a payment instruction.
Payment Method(s): The method(s) offered by CM Payments to the Merchant to facilitate (online) payments for its clients.
ayment Method Owners: Entity (entities) which is/are the owner(s) of a Payment Method (such as Currence IDEAL BV, which is the owner of IDEAL).
Payment Services: The Services supplied to the Merchant by CM Payments including iDEAL, Microincasso and credit cards.
Payment(s): The process used to transfer funds to the Merchant within the framework of the services performed and/or products supplied by the Merchant. These funds are collected by the Merchant through the Services supplied by CM Payments or the process by which funds are returned to Clients by and/or on behalf of the Merchant.
Book Balance: Balance on the Third-party Cash Account in the name of the Merchant.
Charge Back: The option for a Client to reverse a Payment, causing the Financial Institution settles the amounts already transferred with the balance of the account of the Merchant and/or reverses an entry through the Payment Services.
CM Payments: The private company with limited liability CM Payments B.V. (Chamber of Commerce registration number: 62095757).
Currence iDEAL B.V.: Owner and trademark proprietor of the iDEAL payment formula.
Third Party Services: All third party products and services passed on or supplied by CM Payments.
Third-party Cash Account: The Cash Account managed by the Stichting which contains the Book Balance.
Service: The service(s) to be supplied by CM Payments to the Merchants on the basis of the Agreement.
Financial Institution: A bank, credit card company or a company or institution linked to it which offers Payment Methods, and which has entered into Agreements with CM Payments, the Merchant or Clients for this purpose.
Direct Debit: debiting by CM Payments for the account of the Client.
Direct Debit Instruction: Authorisation of the Client to CM Payments to automatically debit a claim on the Client from the account of the Client.
Client: The (potential) client of the Merchant who uses a service of the Merchant and uses the payment options offered by CM Payments to pay the Merchant.
Client Service: A Service which is offered by the Merchant to the Client and which is charged to the Client through a Payment Option. The Client Service comprises, among others, the content of the instruction to make a payment.
Merchant: Every natural or legal person with whom CM Payments enters into an Agreement for the purchase of Payment Services.
Agreement: The Agreement entered into by CM Payments and the Merchant regarding the Payment Services, including all related annexes.
Order Amount: The amount which is charged by the Merchant to the Client for the Client Service.
Parties: CM Payments and the Merchant.
PEP: Politically Exposed Person; politically prominent person.
Platform: The software platforms developed by CM Payments which are used by CM Payments for the supplying of the Services.
Refund: Refunding the Client (part of) the Transaction Amount upon the request of the Merchant.
Risk Countries: Countries in which a high level of terrorism and/or criminal activities exist.
Stichting: Stichting Derdengelden CM Payments, with its registered office in Breda, registered in the Trade Register under number 62098101, which acts as an independent custodian of third-party cash in the Third-party Cash Account.
Transaction: Payment Instruction of the Client which is processed using the Platform.
Transaction Amount: The amount of the Payment.
Transaction Date: Date on which the Payment Instruction of the Client is processed.
UBO: Ultimate Beneficial Owner.
Issuing Banks: iDEAL issuers licensed by Currence iDEAL B.V. which are included in the iDEAL Bank List.
Fees: The fees payable by the Merchant to CM Payments.
Licence: A written legal act governed by public law of De Nederlandsche Bank (the central bank of the Netherlands) or other public administration which grants CM Payments certain rights.
Exemption: A written legal act governed by public law of the Nederlandsche Bank (the central bank of the Netherlands) or other public administration which grants CM Payments certain rights and in which CM Payments is explicitly exempted from a Licence.
Working Day: Monday to Friday from 8:30 a.m. to 5 p.m., with the exception of generally recognised public holidays in The Netherlands.
Wwft: Wet ter voorkoming van witwassen en financiering van terrorisme (Dutch Money Laundering and Terrorist Financing (Prevention) Act).
2.1 The present General Terms and Conditions apply to all requests, quotations and Agreements between CM Payments and the Merchant, whereby CM Payments provides Payment Services to the Merchant.
2.2 The present General Terms and Conditions apply to the exclusion of the terms and conditions of the Merchant or third parties.
2.3 CM Payments is authorised to implement amendments and/or additions to the present General Terms and Conditions at all times. The Merchants will be notified of the amended General Terms and Conditions and the latter will be effective immediately after this notification.
2.4 Any derogations from the Agreement and the present General Terms and Conditions will only apply if they have been explicitly agreed between the Parties in writing. An amendment or addition will only apply to the relevant Agreement.
2.5 If one or more provisions of the present General Terms and Conditions contradict(s) the provisions of the Agreement, the provisions of the Agreement will prevail.
2.6 When "in writing" is specified in the present General Terms and Conditions, this is also deemed to include communication by email unless prescribed otherwise in a mandatory manner.
3.1 All CM Payments offers are without obligation unless explicitly indicated otherwise in writing in the offer. Insofar as not determined otherwise, an Agreement with CM Payments will only become effective after CM Payments has explicitly accepted respectively confirmed in writing an assignment for this, or if CM Payments and the Merchant have signed an Agreement. Regarding the price lists, brochures, information on websites and other data supplied within the framework of offers, the right to make price changes is explicitly reserved.
3.2 Offers do not apply to future agreements.
3.3 Offers and obligations to provide Services for which CM Payments requires an Exemption or (additional) Licence take place under the suspensive condition that CM Payments obtains and/or has this Exemption or Licence and does not lose it.
4.1 The Agreement will become effective and the Services will be provided:
a. The Agreement has been signed by CM Payments and the Merchant; and
b. The client screening (Know your Customer or "KYC") as further determined in Articles 20.3 and 20.4. has a positive outcome.
4.2 Unless mandatory legislation and regulations determine otherwise, or if a different duration has been agreed, the Agreement will have a duration of one year.
4.3 The duration of the Agreement will be tacitly extended each time by the duration of the initial term unless CM Payments or the Merchant cancels the Agreement in writing whilst observing a notice period of three (3) months before the end of the relevant period.
4.4 All Parties can terminate the Agreement in full or in part by means of a registered letter if the other Party fails attributively in its compliance with its obligations pursuant the Agreement, and also continues to fail to comply - insofar as compliance is not permanently impossible - after a written notice of default which is as detailed as possible, in which a period of ten (10) Working Days will be set for remedying the failure.
4.5 CM Payments may terminate the Agreement in full or in part without a notice of default being required with immediate effect by registered letter:
a. If the Merchant is granted suspension of payments which may or may not be provisional, if bankruptcy is applied for or granted with regard to the Merchant, if a considerable part of the property of the Merchant is seized, if the Merchant's company is wound up or terminated otherwise than for the restructuring or merging of companies or if the Merchant transfers relevant business activities to a third party for the execution of the Agreement;
b. When the force majeure situation as referred to in Article 19 has lasted more than ninety (90) days;
c. In case such a termination is required as stipulated by the authorities and/or due to amendments of the terms and conditions of Financial Institution(s);
d. If the Merchant is a natural person and there is a case of a guardianship order, administration order or death of the Merchant;
e. If there are well-founded reasons for CM Payments and, in any case, if Services are (or will be) used for criminal or illegal activities, if compliance is impossible or cannot be reasonably expected from it and/or if other circumstances occur which mean that it is unreasonable to demand that the Agreement be maintained without amendment from CM Payments.
4.6 If the Merchant has already received services in execution of the Agreement when termination as referred to in Articles 4.4 and 4.5 occurs, these services and the related payment obligations will not be the object of cancellation unless the Merchant proves that CM Payments is in default with regard to these services. Amounts which CM Payments has invoiced before the termination in relation to that which it has already performed or delivered in execution of the Agreement will continue to be owed whilst observing the provisions set down in the preceding sentence and will be immediately due and payable at the time of termination.
4.7 Provisions which are intended by their nature to also continue after the termination of the Agreement will be maintained after the termination of the Agreement. The Articles, among others, regarding the Merchant Contact and the Payment Method Owners (11), confidentiality & privacy (15), intellectual property rights (16), liability (17), force majeure (18) and applicable law & disputes (21) of the present General Terms and Conditions as well as the present paragraph of the present Article and the preceding paragraph of the preceding Article are part of these provisions.
5.1 All prices are specified in Euros and exclude turnover tax (VAT) and other charges which are imposed by the authorities.
5.2 The Fees for the Payment Services consist of monthly contract costs, other regular costs and other Fees.
5.3 CM Payments will always charge the monthly contract costs and other regular costs owed by the Merchant one (1) month in advance.
5.4 The payment of the other Fees will take place using a direct debit from the Merchant by CM Payments. When this is not possible, CM Payments may decide to suspend its services.
5.5 Insofar as it is not possible to collect the Fees from the Merchant, the Merchant will receive a statement of the Fees that are still due and payable. If a direct debit cannot be collected, the invoice that the Merchant has received must be paid within thirty (30) days after invoice date. If a different payment condition has been expressly specified on the invoice, the payment period that is specified on the invoice will apply. If the Merchant does not pay the invoice within the payment period specified on the invoice, Article 5.9 will apply.
5.6 CM Payments is entitled to regularly adjust the agreed prices and rates through a written notification sent to the Merchant. Adjustments will apply whilst observing a period of at least one (1) month after the written notification.
5.7 CM Payments will, in any case, be entitled to pass on to the Merchant price increases that arise from an obligation as a result of legislation and regulations. CM Payments will inform the Merchant as much as possible in advance about such price increases.
5.8 If the Merchant should not pay CM Payments the amounts due and payable within the agreed period, the Merchant will owe the statutory commercial interest over the outstanding amount without any reminder or notice of default being required.
5.9 CM Payments and Stichting Derdengelden CM Payments are entitled to settle Fees (which are due and payable) with counter-claims (which are due and payable) of the Merchant with regard to CM Payments or Stichting Derdengelden CM Payments, respectively. This regardless the currency in which Fees and counter-claims are specified.
5.10 All costs, taxes and/or levies that are related to obligations entered into by CM Payments with Financial Institutions for the Merchant will be at the expense of the Merchant unless it has been agreed otherwise in writing or if it is prescribed otherwise because of mandatory provisions.
5.11 If CM Payments is involved in a seizure, dispute or proceedings between the Merchant and a third party, the Merchant will reimburse CM Payments for all costs arising from this for CM Payments (for example, cost of legal assistance).
5.12 CM Payments reserves the right to charge the Merchant an amount of € 125 per incident if the cause of the incident lies with the Merchant for Support Activities which are carried out outside Working Days and where second-line support has been requested by the Merchant.
5.13 The administration of CM Payments and/or Stichting Derdengelden CM Payments must provide full proof with regard to the Merchant. When there are doubts about the content of an email message, the content of the email message sent and/or received by CM Payments and/or Stichting Derdengelden CM Payments will be the determining factor.
6.1 Stichting Derdengelden CM Payments will be entitled to settle Charge Backs, reverse payments and Refunds with the Book Balance in observance of Article 5.10. If the credits of the Merchant are insufficient for the settlement of the Charge Backs, reverse payments and Refunds, Stichting Derdengelden CM Payments will collect the remaining amount from the Merchant. By signing the Agreement, the Merchant authorises Stichting Derdengelden CM Payments to debit outstanding amounts which cannot be settled from the bank account of the Merchant, by means of a continuous direct debit instruction. The Merchant indemnifies Stichting Derdengelden CM Payments for all direct and indirect costs and liabilities that arise from the Charge Backs, reverse payments and Refunds, regardless of the correctness thereof.
6.2 If the Merchant has many Charge Backs and/or reverse payments, a Financial Institution may impose a penalty on the Merchant. CM Payments and/or Stichting Derdengelden CM Payments can at any time charge these penalties and additional costs to the Merchant, if and insofar they have been settled by the Financial Institution with payments intended for the relevant Merchant. If the Financial Institution stops the Account Number of the Merchant, the Merchant cannot hold CM Payments and/or Stichting Derdengelden CM Payments liable for this.
7.1 Stichting Derdengelden CM Payments will act as a custodian appointed by CM Payments for the third-party cash and as the administrator of the Third-party Cash Account.
7.2 Stichting Derdengelden CM Payments will take the required precautions while exercising its duties, and will take into account the justified interests of the Merchant and Client on a best effort basis.
7.3 CM Payments and Stichting Derdengelden CM Payments are jointly and severally the creditor (Section 6:16 of the Dutch Civil Code) with regard to the Fees and are expressly entitled to withhold the Fees from the Book Balance of the Merchant. Insofar as this may be required, the Merchant authorise Stichting Derdengelden CM Payments to collect any Fees on behalf of CM Payments within this context.
8.1 CM Payments will only pay out the Transaction Amounts to the Merchant after the cash of the Financial Institution has been received in the bank account of Stichting Derdengelden CM Payments.
8.2 CM Payments will be entitled to suspend the payment of the Transaction Amounts if improper use or fraud by Client(s) of the Merchant is involved or suspected.
8.3 CM Payments will, in principle, pay out to the account number included in the Agreement with the same name details as for the Merchant with whom the Agreement has been signed.
8.4 CM Payments will pay the Transaction Amounts in the payment currency as agreed in the Agreement. If the payment currency is not explicitly agreed, payment will be in Euros. If the Merchant accepts Payments in other currencies than the one in which the Merchant will be paid by CM Payments, CM Payments will charge a fixed percentage to cover the variable (banking) costs, the difference between the bid and ask (the spread) as well as the currency risk. The Merchant cannot call CM Payments to account with regard to the used conversion rate.
9.1 CM Payments will only grant Payment Services to Merchants and Clients. A Merchant may not allow third parties to use the Payment Services of CM Payments unless this is expressly permitted on the basis of the Agreement. If a third party wants to use the Payment Services, a Merchant must refer this third party to CM Payments.
9.2 Services will be supplied by CM Payments based on the data provided by the Merchant to CM Payments. The Merchant must always provide all useful and required data or information necessary for the proper execution of the Agreement in a timely manner and must provide all cooperation. Furthermore, the Merchant will ensure that the information which the Merchant provides or will provide is correct, complete and has been obtained and/or processed legally. The Merchant will ensure that the Transactions are in agreement or are entered into based on the applicable legislation and regulations.
9.3 The Merchant undertakes to immediately pass on to CM Payments relevant changes regarding business data. Business data will include: amendments to the registration with the Chamber of Commerce, changes in ownership ratios, contact details, change of address details, etc.
9.4 The Merchant will ensure that a properly working connection will be set up and maintained between the platform of the Merchant and the CM Payments platform.
9.5 The Merchant will ensure that data which gives access to the system of CM Payments is securely stored.
9.6 The Merchant will inform CM Payments immediately about the loss, theft or illegal use of one or more payment instruments used by the Merchant, or of the non-permitted use thereof.
9.7 The Merchant will only use the Service for purposes as agreed and described in the Agreement. The Merchant can only implement changes to this after obtaining prior written approval from CM Payments. CM Payments reserves the right to set additional conditions with regard to the desired change.
9.8 The Merchant will maintain a business payment account at a Financial Institution in the countries where the Merchant offers products and/or services. In addition, the Merchant will, in any case, maintain a payment account at a Financial Institution in an EU member state. The Merchant undertakes to maintain these payment accounts for at least six (6) months after the Agreement has come to an end.
9.9 The Merchant will cooperate with a full and appropriate KYC investigation by CM Payments.
9.10 The Merchant will not have a debit balance on the Merchant's Book Balance. Should this situation occur, the Merchant must immediately clear this debit balance and Stichting Derdengelden CM Payments will have a claim that is due and payable immediately on the Merchant for the amount of this debit balance, increased by the legal commercial interest. If the Merchant does not clear this debit balance immediately, CM Payments will be entitled to execute a direct debit transaction.
9.11 The Merchant must comply with all relevant legislation and regulations.
9.12 The Merchant will ensure that there is an appropriate complaints and escalation procedure in place whereby the Merchant can be reached at all times through email and, in addition, through another contact option.
9.13 The Merchant must make available the information about the complaints procedure to Clients in a transparent manner and at a place which can be easily found.
9.14 If the Merchant uses text services with regard to the Payment Methods facilitated by CM Payments, the Merchant will accept that, regarding the following data, CM Payments may be forced by operators and/or competent authorities:
a. to supply these of other parties who are affiliated through the Merchant. The Merchant will carry out the request of CM Payments regarding this within two (2) Working Days;
b. to add them to an electronic database which is managed by or on behalf of an operator and/or competent authority.
10.1 CM Payments uses a B2C Direct Debit for the delivery of the Direct Debit Payment Method and related Direct Debit services. A B2C Direct Debit can be reversed within 56 days. The Merchant will continue to be liable for 56 days for any reverse payments when using the B2C Direct Debit service. CM Payments will settle or invoice a reverse payment during this period through the methods described in the present General Terms and Conditions.
10.2 The Merchant must take suitable mitigating measures to minimise the percentage of rejections/reverse payments when using B2C Direct Debit services. If the average reverse payment percentage amounts to more than 5% during the past month, CM Payments reserves the right to demand additional measures from the Merchant to ensure this percentage is reduced. If CM Payments is of the opinion that the proposed measures are not sufficiently effective, CM Payments reserves the right to block the further use of the B2C Direct Debit Payment Method and/or Payment Methods which use B2C Direct Debit.
10.3 CM Payments is entitled to charge the costs related to reverse payments and other types of reversals to the Client.
10.4 An Unjustified Direct Debit Report (“UDDR”) can be requested by Clients up to and including 13 months after the Transaction Date. In the case of a UDDR, the Merchant will provide all required cooperation to CM Payments to process such a report. CM Payments is entitled to charge the Merchant for the costs of a UDDR.
10.5 CM Payments reserves the right at all times to block the further use of the Direct Debit Payment Method and/or Payment Methods which use Direct Debits when there are an excessive number of rejections, reverse payments, UDDRs or a suspicion of (possible) abuse of Direct Debits.
10.6 The liability of the Merchant for reverse payments, other types of reversals and UDDRs will continue to apply with regard to Direct Debit Transactions even after the end of the relationship between the Merchant and CM Payments for the periods as determined in Articles 10.1 and 10.4.
10A.1 Microincasso 7 uses B2C Direct Debit. If Microincasso 7 is used, the provisions of the present Article are additionally applicable to the provisions of Article 10.
10A.2 Microincasso 7 works through digital authorisation. The Merchant is fully aware that such an authorisation implies an increased risk with regard to a successful UDDR. A UDDR can lead to the costs referred to in Article 10.4 and the measures described in Article 10.5 for the Merchant.
10A.3 A successful Transaction processed through Microincasso 7 is transferred to the Client within 7 Working Days after the Transaction Date.
10A.4 For the standard service provision, the following text messages are used:
When using online flow:
When using text message flow:
10A.5 The monthly costs for the use of Microincasso 7 include the following carried out by CM Payments:
10A.6 Additional text messages sent through Microincasso will be invoiced at € 0.10 per text message.
10B.1 Flexdoneren uses B2C Direct Debit. If Flexdoneren is used, the provisions of the present Article are additionally applicable to the provisions of Article 10.
10B.2 Flexdoneren works through digital authorisation. The Merchant is fully aware that such an authorisation implies an increased risk with regard to a successful UDDR. A UDDR can lead to the costs referred to in Article 10.4 and the measures described in Article 10.5 for the Merchant.
10B.3 For the standard service provision, the following text messages are used:
When using online flow:
When using text message flow:
10B.4 The monthly costs for the use of Microincasso 7 include the following carried out by CM Payments:
10B.5 Bulk text messages sent through Flexdoneren will be invoiced at € 0.007 per text message.
10B.6 A successful Transaction processed through Flexdoneren is transferred to the Client within 7 Working Days after the Transaction Date.
10C.1 Groepsincasso uses B2C Direct Debit. If Groepsincasso is used, the provisions in the present Article are additionally applicable to the provisions of Article 10.
10C.2 CM Payments supplies an iDEAL payment page to for the payment of outstanding balances by Clients. The provisions of Article 10D of the present General Terms and Conditions are integrally applicable when Groepsincasso is used.
10C.3 Groepsincasso offers the option of using text messages for sending payment requests to the Client. Text messages are delivered based on an agreement between the Merchant and CM Telecom B.V.
10C.4 The Merchant is responsible for the correct provision of the IBANs and relevant personal data.
10C.5 The Merchant is responsible for obtaining a valid Direct Debit Instruction from the Merchant's Clients.
10C.6 For the standard service provision, the following Direct Debit moments have been foreseen:
10D.1 The Merchant must comply with the terms and conditions for iDEAL, including the use of the iDEAL logo as described in the Merchant Integration Guide (“MIG”).
10D.2 The Merchant guarantees that all of the Merchant's online activities comply with the relevant legislation, regulations and the MIG. This includes the legal obligation (Articles 3:15 and following of the Dutch Civil Code) of web shop owners to publish their Chamber of Commerce and VAT registration numbers on their websites, and the obligation of web shop owners that their activities will not damage the image of iDEAL.
10D.3 The Merchant must cooperate with information requests from Currence iDEAL B.V. within the framework of the iDEAL Rules & Regulations, which can be found on www.currence.nl.
10D.4 The Merchant must request prior written consent from CM Payments if the Merchant wants to use email link services with an iDEAL payment option. The Merchant must comply with the terms and conditions for the use of the email link service with the iDEAL payment option.
10D.5 The Merchant must include the iDEAL payment method in such a way in the list of payment methods which the Merchant offers, that the iDEAL payment method is given at least the same attention as the other payment methods which are offered by the Merchant.
10D.6 The Merchant must check the status of the iDEAL Transaction with CM Payments. If this provision is not complied with, the risk of non-received cash will be fully for the account of the Merchant.
10D.7 CM Payments uses a standard expiry period of 30 minutes after an order is issued by the Merchant.
10D.8 It is prohibited to remove Issuing Banks from the iDEAL Bank List without the instruction of Currence iDEAL B.V.
10D.9 CM Payments is obliged to pass on the details of the Merchant to Currence in the following cases:
10E.10 CM Payments pro-actively monitors the payment traffic of the Client in order to register deviating behaviours and or fraud. CM Payments can be informed by Currence iDEAL B.V. or other participants of the iDEAL scheme about fraud. If discrepancies or (attempted) fraud are determined by CM Payments, CM Payments can:
10E.11 CM Payments is entitled to take emergency measures as included below at the instruction of the bank or Currence iDEAL B.V.:
11.1 The Merchant will also offer Payment Methods whereby an agreement between the Merchant and the Payment Method Owner is also entered into.
11.2 The General Terms and Conditions of the Payment Method Owner apply to the relationship between the Merchant and the Payment Method Owner.
11.3 The Merchant safeguards CM Payments against all claims, penalties, losses, liabilities, etc. of the Payment Method Owner and/or of other third parties which arise from the agreement between the Merchant and the Payment Method Owner.
11.4 CM Payments will set up the Payment Methods for the Merchant on an "as is" basis. CM Payments cannot be held liable for the correct operation and availability of the Payment Methods. CM Payments cannot guarantee that the Transactions will be processed without errors.
11.5 On the basis of a request from Financial Institutions, government institutions and Payment Method Owners, CM Payments may set additional requirements and conditions regarding the use of the Payment Methods by Merchants. CM Payments will notify the Merchants as soon as possible about the further requirements. If the Merchant disagrees with the announced changes, the Merchant can cancel the Agreement with CM Payments in writing as from the date on which the changes come into effect.
12.1 The delivery terms are target terms and will be observed as much as possible. The exceeding of a delivery term by CM Payments is not a shortcoming of CM Payments.
12.2 The Service is for the risk of the Merchant from delivery, even when the property or the user rights have not yet been transferred. The Merchant must pay the tariffs which are due and payable, regardless of whether the Service is destroyed or is reduced due to a cause which cannot be attributed to CM Payments as well as if the Merchant defaults on the performance of an action which is required for delivery.
13.1 If the Merchant acts contrary to an obligation arising from the Agreement, the present General Terms and Conditions and/or the applicable legislation and regulations, CM Payments will be entitled to suspend the delivery of the Service.
13.2 The Merchant will continue to have a duty to make payments during the time the delivery of the Service is suspended in accordance with the provisions referred to in the present Article.
13.3 CM Payments will be entitled, at its own discretion, to terminate the delivery of the Service with immediate effect if it is observed or if there is a suspicion that the Services are used in contravention of the Wwft, among others by (but not limited to) fraudulent, money laundering or terrorism purposes and/or trading in the widest sense of the word with Risk Countries or PEPs. CM Payments cannot be held liable for any damages suffered. CM Payments will report any breaches of the Wwft to the relevant authorities.
13.4 When the reason for suspension in accordance with the provisions as referred to in this Article is removed by the Merchant, CM Payments can resume the delivery of the Service. If applicable, the activation costs incurred by CM Payments for this will be charged to the Merchant.
14.1 If the Merchant contests the accuracy of an invoice sent by CM Payments, the Merchant must inform CM Payments thereof within ten (10) Working Days after the date of the relevant invoice giving arguments by registered letter.
14.2 If the dispute has not been resolved within twenty (20) Working Days after the ultimate payment date of the relevant invoice, the Parties may submit the dispute to an external expert party. This external party will be appointed through close mutual consultation. The Parties will also make arrangements about the costs incurred by the deployment of the external party.
15.1 The Parties mutually undertake to observe confidentiality regarding all information about each other's organizations and will not, without the prior explicit written permission of the other Party, make public to third parties in any way the content of the Agreement and all data regarding which the Party knows or should know that it should be deemed to be confidential and which originates with the Other Party or direct contacts of the other Party. The provisions of the present Article do not apply if making public is required by stipulation by the authorities and/or by the Financial Institution(s) involved.
15.2 CM Payments is entitled to post the name and logo of the Merchant on the CM Payments website and/or a reference list and to make them known to third parties.
15.3 The Parties will use the data which is obtained when processing Client Transactions in accordance with the applicable legislation and regulations regarding privacy and the protection of personal data. CM Payments will only process the aforementioned data as a processor at the instructions and in accordance with the instructions of the Merchant and will execute suitable technical and organizational measures to protect the aforementioned data against loss or any form of illegal processing.
15.4 CM Payments reserves the right to give insight to a competent authority or a Client into Transaction(s).
16.1 All intellectual property rights, including but not limited to all existing and future rights and claims on or regarding the use of copyrights and related rights, chip rights, trade name rights, brand rights, domain names, patent rights, model rights and database rights with regard to the Platform or issues related to this are only vested in CM Payments.
16.2 All intellectual property rights related to materials developed by CM Payments for the Client by virtue of the Agreement such as equipment, software, analyses, designs, documentation, reports and/or quotations as well as the preparatory material thereof will continue to be only vested in CM Payments and/or its licence issuers.
16.3 The Merchant has a user right with regard to a Service for the duration of the Agreement insofar as this is required for the execution of the Agreement. Furthermore, none of the provisions contained in the Agreement or in the present General Terms and Conditions give rise to any rights of the Merchant to the Platform and/or the Payment Methods or issues related to these.
16.4 The Merchant will never have the right to make any adjustments to the Platform and/or the Payment Methods nor will the Merchant have any right to make a copy thereof, to decompile the Platform and/or the Payment Methods and/or (try to) process/edit them in some other way.
17.1 CM Payments will only be liable for direct damages which can be attributed to CM Payments. Direct damages are exclusively defined as:
a. The reasonable costs for the establishment of the cause and the scope of the damages;
b. Any reasonable costs which have been incurred to make the defaulting performance of CM Payments comply with the Agreement insofar at these can be attributed to CM Payments;
c. The reasonable costs incurred to prevent or limit damages insofar the Client proves that these costs have led to the limitation of direct damages as referred to in the present Agreement. CM Payments will only be liable for the amount of the price per month stipulated for the Agreement (excluding VAT). The total payment for direct damages will, however, never exceed € 50,000 (fifty thousand Euros).
17.2 CM Payments cannot be held liable for indirect damages, including consequential losses, loss of profits, missed cost savings, damages due to the loss of data or data files, destruction or losing files and/or data, damages due to delays, losses suffered, supplying information and/or cooperation by the Merchant, damages due to business interruption or claims from third parties on the Merchant. In particular, CM Payments cannot be held liable for the loss of income by the Merchant as a result of the Merchant incorrectly setting the order amount (Payment amount).
17.3 the Merchant will safeguard CM Payments against liability towards third parties.
17.4 Should CM Payments suffer damages as a result of the Merchant acting contrary to the obligations arising from the Agreement, the present General Terms and Conditions and/or the applicable legislation and regulations, the Merchant is obliged to compensate CM Payments for the damages which it has suffered as a result thereof.
17.5 The liability limitations included in Articles 17.1 and 17.2 will no longer apply if and insofar the damages are the result of intent or the wilful recklessness of the management of CM Payments.
17.6 Unless determined otherwise, CM Payments will only be liable due to attributable shortcomings in the execution of an Agreement, if Merchant immediately and properly sends a notice of default to CM Payments, whereby a reasonable period for remedying the shortcoming is set, and CM Payments attributively continues to fail to meet its obligations after this period. The notice of default must contain a description of the shortcoming which is as complete and detailed as possible in order to allow CM Payments to respond adequately.
17.7 CM Payments cannot be held liable for damages resulting from not issuing Third Party Services on time and for damages which result from the fact that CM Payments must meet specific, changing and new legislation and other regulations.
17.8 A condition which must be met for the arising of any right to compensation always is that the Merchant reports the damages suffered within ten (10) Working Days after the occurrence thereof in writing to CM Payments.
18.1 CM Payments is not obliged to meet any obligation of the Agreement if it is prevented to do so as a result of force majeure ("non-attributable shortcoming"). CM Payments can also appeal to force majeure if force majeure occurs after CM Payments should have met its obligations. Force majeure is also involved on the side of CM Payments and Stichting Derdengelden CM Payments when suppliers, including Payment Method Owners and Financial Institutions, (attributively) do not meet their obligations. If new and/or amended legislation and/or regulations form an obstacle for the execution of the Transactions, this will also be regarded as force majeure on the side of CM Payments.
18.2 If CM Payments is prevented from meeting its obligations due to force majeure, it will inform the Merchant within ten (10) Working Days after the day on which the force majeure situation occurred.
19.1 The Merchant is not be entitled to transfer in full or in part to a third party the rights and obligations arising from the Agreement without prior consent from CM Payments. This consent will not be withheld without reasonable grounds. CM Payments is entitled to link conditions to the granting of the aforementioned consent. The Merchant is and will continue to be at all times responsible for the third party or third parties which the Merchant calls in.
19.2 CM Payments will be entitled to transfer in full or in part rights and obligations arising from the Agreement to a group company.
19.3 CM Payments will be entitled to make use of third parties for the execution of the Agreement.
20.1 CM Payments is a company which trades in accordance with legislation and regulations and is supervised by DNB. The Merchant may consult the status in the "Register onder toezicht staande instellingen" (Register of supervised institutions) on www.dnb.nl.
20.2 The Merchant is aware that CM Payments and Stichting Derdengelden CM Payments have legal duties and will safeguard CM Payments and Stichting Derdengelden CM Payments from damages which they suffer in relation to the application of relevant legislation and regulations by CM Payments and Stichting Derdengelden CM Payments within the context of the execution of the Services.
20.3 Within the context of the KYC, CM Payments will carry out a full investigation into the registration method with regard to client data, documents related to the profile of the Merchant, and products and services which are sold through the Merchant's shop. The Merchant will also be identified and investigated to determine who are the ultimate UBOs of the Merchant (in accordance with corporate law). Investigations will be carried out to determine how Transactions are executed and processed, how Transactions are supervised and how irregularities regarding Transactions are reported.
20.4 The Merchant guarantees that all information supplied within the context of Article 20.3 is correct and up-to-date. The Merchant will inform CM Payments in writing at least ten (10) Working Days prior to the effective date of an amendment about this amendment. The Merchant will provide, at the first request of CM Payments, additional information and supportive documentation regarding his activities and identity and that of the Merchant's shareholders, insofar as CM Payments may reasonably request this within the context of its obligations under the applicable legislation and regulations, the Payment Method Owners and the client screening procedure (“KYC”).
20.5 The acceptance of the Merchant as the user of the Services and the relevant Payment Methods by CM Payments is strictly personal and limited to the use of the Services by the Merchant for payments for products and services of the Merchant. The Merchant may not use the Services for paying for products and services of third parties nor may the Merchant sell on the services to third parties.
21.1 All offers of and all Agreements with CM Payments and the execution thereof will exclusively be governed by Dutch law.
21.2 All disputes, including those that are only considered as such by one Party, which may arise or are related to the Agreement to which the present General Terms and Conditions apply or the present General Terms and Conditions, will be submitted to the competent court in Amsterdam without prejudice to the option of appeal.
21.3 The applicability of the Vienna Sales Convention is excluded.
21.4 The present General Terms and Conditions have been drawn up in Dutch and English. If there is a difference or contradiction between the Dutch and the English text of the present General Terms and Conditions or a difference in interpretation thereof, the General Terms and Conditions drawn up in Dutch will prevail.
22.1 Announcements, including promises or (further) agreements, by one Party to the other Party, which are important for the execution of the Agreement, will only commit the Parties if they have been made and confirmed in writing by an authorised person.
22.2 The omission by one of the Parties to require compliance with any obligation by the other Party, does not affect the right to subsequently demand compliance with it, unless the relevant Party has agreed expressly with the non-compliance in writing.
22.3 If one or more provisions of the Agreement and/or of the present General Terms and Conditions is or are shown to be null and void or are declared null and void by a court, the other provisions will continue to be fully in force as much as possible. The Parties will consult each other regarding the provisions which are null and void to arrange, if possible, a comparable replacement arrangements which are permitted by law.
22.4 For the duration of the Agreement, the Merchant will be entitled to request the contractual terms and conditions of the Agreement as well as the information determined by General Measure of Management for Merchant from CM Payments.