General Conditions
Company: Docdata Payments B.V.
Effective date: 1 September 2014
The only legally binding General Terms and Conditions are those in the Dutch version.
In case of inconsistency or any contradiction between the Dutch version and any other translation of
these General Terms and Conditions, the Dutch version will be prevalent.
Article 1: Parties
The private limited company docdata payments B.V., with registered office and place of business in
Driebergen-Rijsenburg (the Netherlands) at the address Hoofdstraat 82 (3972 LB) (“DDP”) and Merchant
(“Merchant”), see further the Framework Agreement Docdata Payment Service (“Agreement”). Both
parties are hereinafter jointly referred to as “Parties” and each party separately as “Party”.
Article 2: Definitions
Registration Number: The identification of Merchant at the Financial Institution that supports the Payment
Method the Merchant uses through the Docdata Payment Service. A Registration Number may be based
upon an agreement Merchant concluded directly with the Financial Institution or upon an agreement
DDP concluded with the Financial Institution.
Date of Commencement: The Agreement commences on the date this agreement is signed by all
Parties.
Client(s): Consumers, governments or companies that agreed with Merchant through the internet that
Merchant delivers whether or not digital products and/or services to the consumer, government or
company against Payment of a specific amount of money to Merchant.
General Conditions: The General Conditions of docdata payments B.V.
Payment method: A method of Payment selected by the Client on the DDP payment page or the
payment page of Merchant.
Payment(s): Settlement of the amount owed by the Client because of the services provided or to be
provided and/or products delivered or to be delivered by Merchant. These amounts are received on
behalf of Merchant by means of the Docdata Payment Service delivered by DDP.
Chargeback: The possibility for a Client to reverse a Payment whereby the Financial Institution settles the
amounts already transferred with the balance on the account of the Merchant or cancels the
transaction through the Docdata Payment Service.
Collateral: Minimum amount the Merchant has to deposit with DDP in order to cover the financial risks
DDP has under the Docdata Payment Service.
Docdata Payment Service: The service DDP provides on the basis of the Agreement, the functionality of
which is described in the Agreement, the General Conditions as well as in the technical documentation
DDP will provide to Merchant.
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Financial Institutions: Institutions that offer Payment Methods, initiate and/or process Payments and have
concluded agreements with DDP, Merchant or Clients for that purpose.
Merchant: The counterparty of DDP in the Agreement.
Agreement: The “Framework Agreement docdata payments B.V.” signed by Parties.
Payment Platform: The composited whole of telecommunication facilities DDP mobilises in order to deliver
the Docdate Payment Service to Merchant.
Refund: The repayment of (a part of) the Transaction Amount to the Client upon request of the Merchant.
Transaction: A Payment order registered at the Payment Platform.
Transaction Amount: The amount of the Payment.
Article 3: Agreement and applicability conditions
Art. 3.1 The applicability of the General Conditions used by Merchant is expressly rejected. The
conditions set in these General Conditions and the Agreement apply. Derogations of these conditions will
be included in the Agreement and are only legally binding if signed by all Parties.
Art. 3.2 In case any provision of the General Conditions is null and void are should be declared void,
the remaining provisions shall remain in full force and the void or annulled provision(s) of the General
Conditions will be replaced by a valid provision(s) that approximates the purpose and intent of the void
or annulled provision(s) as closely as possible.
Art. 3.3 DDP has the right to unilaterally amend the General Conditions. Alterations of the General
Conditions will be submitted to Merchant in writing, a month prior to the date of entry into force.
Merchant shall be deemed to have accepted the alterations of the General Conditions if Merchant
does not notify DDP of the non-acceptance prior to the proposed date of entry into force by means of
registered letter. DDP may omit to send a prior notice if the alteration must be implemented within the
previously mentioned term of 1 month as a result of a statutory amendment or a designation or charge of
a competent authority.
Article 4: Duration of the Agreement
Art. 4.1 The Agreement is concluded for the term of one (1) year starting the Date of Commencement
which period will be tacitly renewed for a period of one (1) year each time. In order to prevent a tacit
renewal, Parties (or one of the Parties) should terminate the Agreement no later than three months prior
to the end of the current period. The termination should take place in writing by means of registered
letter. Premature termination is not possible, except in case of the following circumstances.
Art. 4.2 The Agreement can be prematurely terminated with immediate effect without judicial
intervention if one of the Parties is declared to be bankrupt, is granted suspension of payments, if
dissolution or liquidation takes place, if the business activities are terminated or the creditors are offered a
deed of arrangement or if a debt arrangement is achieved in any other way.
Article 5: Legal framework
Art. 5.1 DDP offers Merchant the possibility to use her Payment Platform for the processing of
Transactions and the resulting Payments. The Merchant may only use the Payment Platform for the
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website(s) mentioned in the Agreement. Merchant declares to be the rightholder to the use of the
website(s) mentioned in the Agreement.
Art 5.2
The Merchant is not permitted to have websites other than the ones mentioned in the
Agreement use the DDP Payment Platform without permission of DDP. If DDP should grant this permission,
the Agreement will be altered by mentioning this website(s) in the Agreement.
Art 5.3
When concluding the Agreement, DDP assesses the products/services Merchant offers through
the website(s). The Merchant declares that the information provided to DDP on this issue is correct and
complete. As soon as the Merchant changes the products/services the Merchant offers through the
website(s) included in the Agreement, she has to immediately notify DDP of this fact. The Merchant
provides DDP, in compliance with the current privacy legislation, information regarding his activities and
purposes upon first request of DDP. When asked, the Merchant informs DDP regarding the origin of the
amounts deposited or to be deposited at DDP.
Art. 5.4 For the provision of the payment services, DDP has received a licence as payment institution
such as meant in the Financial Supervision Act and is registered with and supervised by De
Nederlandsche Bank. DDP must therefore comply with the requirements regarding, among other things,
the controlled and sound conduct of the business operations, the minimum equity, securing the funds of
Merchants and the associated value-dating rules and information requirements towards Merchants.
Art. 5.5 At all times, DDP and Merchant ensure the compliance with all relevant laws and regulations,
particularly the ones resulting from the Financial Supervision Act, Book 7 of the Civil Code and the Money
Laundering and Terrorist Financing Act as well as the Sanctions Act 1977.
Art. 5.6 The Merchant and his representatives are obligated to fully cooperate with DDP and to provide
information for the determination and verification of, among other things, their identity, citizen service
number, date of birth, marital status, legal capacity and competency, matrimonial or partnership
property regime, legal form, place of residence and/or (statutory) registered office,
-insofar as applicable- their registration number in the trade register and/or other registers and their VATnumber. DDP has to be notified of alterations in these data in writing and as soon as possible. DDP is
allowed to copy, to register and to keep the documents from which these data show. If the Merchant is
a legal person or partnership, the Merchant and his representatives are also obligated to provide insight
into the ownership and control structure of the legal person or the partnership upon first request of DDP.
Art. 5.7 DDP will maintain bank accounts at an independent depositary, named “Stichting foundation
docdata payments”, in the context of securing the funds of Merchants. Conditions regarding the
management and retention of funds are determined between DDP and the “Stichting foundation
docdata payments”, which conditions are made available for Merchant through the website.
Art. 5.8 DDP is entitled to the use of the Payment Platform, property of a 100% subsidiary Private Limited
Company of DDP. In that capacity DDP is entitled to grant sub-licences to Merchants.
Art 5.9 DDP is never responsible and liable, both legally and financially, for the non-payment of a Client
for the products and/or services purchased by that Client or the costs a Merchant has to make in order
to yet claim the money of a Client.
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Art. 5.10 DDP is regarded as being responsible in the sense of article 1 of the Personal Protection Data
Act for all personal data of Clients processed at the Payment Platform.
Art. 5.11 DDP is authorised to suspend the Merchant’s use of the Docdata Payment Service if there are
facts and/or circumstances from which DDP could reasonably conclude that the Merchant does not use
the Payment Service for the website(s) and/or goods/services mentioned in the Agreement.
Article 6: Acceptance and affiliation with Financial Institutions
Art. 6.1 For the purpose of offering certain Payment Methods, DDP will start an acceptance procedure
with the relevant Financial Institution. DDP cannot guarantee acceptance of the Merchant by the
Financial Institutions for granting permission to offer certain Payment Methods to Clients of Merchant.
Merchant will provide DDP with all documentation and information necessary to successfully follow the
acceptance procedure with the Financial Institution. If Merchant is not accepted by the Financial
Institution, Merchant cannot hold DDP responsible for this.
Art. 6.2 Merchant collects Payments using the Payment Platform. In order to do so, Merchant uses the
contracts DDP has with the Financial Institutions or the contracts Merchant himself has with the Financial
Institution.
Art. 6.3 There is a contractual relationship between Client and Merchant or between Client and
Financial Institutions. DDP is not involved in these contractual relationships and is only contracting party
for the Financial Institutions and for Merchant.
Art. 6.4 If the Merchant has his own Registration Number and this is used for processing Transactions for
specific Payment Methods through the Docdata Payment Service, DDP expressly has no contractual
relationship with the Financial Institution for the transactions processed through Merchant’s own
Registration Number.
Article 7: Conditions imposed by the Financial Institutions
In addition to the conditions included in the Agreement and in these General Conditions, the Financial
Institutions have general and specific conditions which may be applicable to the Merchant. Insofar the
Merchant uses (a payment method of) a Financial Institution, it is the own responsibility of the Merchant
to take note of the conditions of the Financial Institution that may apply. The Merchant is fully responsible
for complying with these conditions. If the Financial Institution should file a claim against the Merchant for
non-compliance with the conditions, Merchant can never hold DDP responsible for that fact.
Article 8: Payments
Art. 8.1 Merchant authorises DDP to receive Payments on accounts made out in the name of “Stichting
foundation docdata payments”.
Art. 8.2 Merchant shall ensure that the contractual relationship between Merchant and Client allows
DDP to receive Payments intended for Merchant. Merchant has the obligation to inform Clients or
potential Clients adequately regarding the way in which Clients can make Payments to Merchant in a
valid manner through the Docdata Payment Service. Merchant indemnifies DDP from claims his Clients
could make on Payments the Clients made to DDP.
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Article 9: Chargebacks and Refunds
Art. 9.1 DDP is authorised to settle Chargebacks and Refunds with Transaction Amounts the Merchant is
owed by DDP. If the assets of Merchant are not sufficient for the settlement of the Chargebacks and
Refunds, DDP will collect this amount from the Merchant. By signing the Agreement, Merchant authorises
DDP to debit the outstanding amounts that cannot be settled by means of a standing authorisation from
the bank account of Merchant. Merchant indemnifies DDP from all direct and indirect costs and liabilities
resulting from Chargebacks and Refunds, regardless of their accuracy.
Art. 9.2 If Merchant has a lot of Chargebacks, the Financial Institution may impose a fine to Merchant.
At all times, DDP can charge these fines and additional costs to Merchant if and insofar the Financial
Institution has settled these with payments intended for the relevant Merchant. The Merchant cannot
hold DDP responsible if the Financial Institution cancels the Registration Number of the Merchant.
Article 10: Collateral
Art. 10.1 Merchant is obligated to keep Collateral. Determination of the height of the Collateral is at
discretion of DDP. The Collateral is kept on a bank account of the “Stichting Foundation docdata
payments”. The Collateral will be paid to Merchant as soon as Merchant has fulfilled all obligations
towards DDP.
Art. 10.2 As a result of these General Conditions becoming applicable, the Merchant:
a. has committed to pledge the Collateral to DDP as security for all DDP has to claim or will get to claim
from Merchant at any time, on any account whatsoever;
b. has pledged, insofar legally possible, the under sub a) meant Collateral to DDP;
c. has given irrevocable authorisation to DDP, including the right of substitution, to possibly repeatedly
pledge the Collateral to herself and to do all that is appropriate for the pledge.
Art. 10.3 The Merchant guarantees that he is authorised for the pledging and that the Collateral will be
or is free of rights and entitlements to parties other than the DDP.
Art. 10.4 DDP may only proceed to collecting the pledged if she has a claim due against Merchant and
the Merchant is in default with the compliance of it. DDP will not collect more of the pledged necessary
to pay the debt of the Merchant.
Article 11: Rights and obligations of Merchant
Art. 11.1 Merchant is responsible for the compliance with local and international legislation (such as for
example the Act of Amendment Directive regarding electronic commerce and the Distance Selling Act).
Art. 11.2 Merchant will not use the Docdata Payment Service for the sales of goods and/or services
which are in breach of any legislation and particularly the local and international legislation in the area
of fraud, money laundering and financing of terrorism as well as the sanction legislation. In case it would
show that Merchant uses the Docdata Payment Service for sales that are in breach of the applicable
local or international laws or regulations, DDP reserves the right to cancel the use of the Docdata
Payment Service with immediate effect and without prior notice to Merchant and moreover at the same
time to proceed to immediate termination of this Agreement.
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Art. 11.3 In case of repeated complaints of Financial Institutions about Merchant, DDP has the right to
terminate this Agreement with Merchant. However, this is only possible following a written notification by
DDP to Merchant regarding the complaints and in which she has granted Merchant a reasonable term
of a minimum of 14 days to adjust his method of working. During mentioned period of minimum 14 days
DDP will not make any payments to Merchant. If the complaints continue nevertheless after this period of
time, DDP has the right to terminate this Agreement with immediate effect.
Art. 11.4 Merchant is obligated to treat all means of access (such as username, password and digital
certificate) to the Payment Platform confidentially and only disclose these to employees or third parties
hired by Merchant who should have access to the Payment Platform in the course of their daily work.
Art. 11.5 Merchant may not disclose the functionality of the Docdata Payment Service to third parties or
use it on behalf of third parties.
Art 11.6 Merchant is bound to timely provide all data DDP needs in accordance with her opinion for the
proper execution of the Docdata Payment Service and in the form requested by DDP Merchant is
responsible for the correctness, completeness and reliability of the data provided to DDP.
Article 12: Payment to Merchant
Art. 12.1 If the costs of the Financial Institutions change, DDP has the right to charge these costs to
Merchant starting the date of alteration of the rates. Alteration will be done following prior notice by DDP
to Merchant.
Art. 12.2 For the payment of Transaction Amounts to Merchant, DDP will deduct the rates as agreed in
the Agreement, as well as possible fines and costs the Financial Institutions may charge to Merchant or
DDP, from the Transaction Amounts that are periodically paid to Merchant. DDP will invoice one-off and
monthly costs, as agreed in the Agreement, starting the Date of Commencement. By signing the
Agreement, Merchant authorises DDP to debit the outstanding amounts (claim of DDP to Merchant) by
means of a standing authorisation from the bank account indicated by the Merchant.
Art. 12.3 In addition to the determined in article 12.1, DDP has the right to change her rates once a year
in conformity with the Consumer Price Index all Households for miscellaneous Goods and Services (2000 =
100) used by the CBS. Adjustment will take place following prior notice by DDP to Merchant.
Art. 12.4 DDP will only pay the Transaction Amounts to Merchant after the funds are received from the
Financial Institutions on a bank account of the “Stichting foundation docdata payments”.
Art. 12.5 In case Merchant and DDP have agreed upon a Collateral, payment of funds by means of the
Payments processed by Docdata Payment Service will only apply for the credits DDP has towards
Merchant exceeding the amount of the agreed Collateral.
Art. 12.6 DDP has the right to suspend the payment of Transaction Amounts in case of, or a suspicion of,
misuse or fraud by the Client(s) or Merchant.
Art. 12.7 In principle, DDP will have the amounts paid on the bank account included in the Agreement
with the same name as the Merchant with which the Agreement is signed.
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Art. 12.8 DDP will pay the Transaction Amounts in the payment currency agreed in the Agreement. If the
payment currency has not been explicitly agreed, payment will take place in euro. If Merchant accepts
payments in a currency other than the one in which DDP pays the Merchant, DDP will charge a fixed
percentage in order to cover the variable (banking) costs, the difference between bid price and asking
price (the spread) as well as the currency risk. Merchant cannot address DDP regarding the exchange
rate used.
Article 13: Confidentiality
Art 13.1 Parties commit to and are responsible for confidentiality of data regarding machineries,
inventions, patents, copyrights, drawings, contracts, organisation, suppliers and clients and further all
business matters of Parties of which the counterparty knew of should have known to be of a confidential
nature, during and following the execution of Docdata Payment Service as well as six months after the
termination of this Agreement.
Art. 13.2 Parties completely ensure that her employees, advisors, directors and third parties hired by
Parties, will strictly comply with the provisions regarding confidentiality.
Art. 13.3 Parties will impose her obligations based on this article to possibly hired third parties.
Art. 13.4 Except with the permission of Merchant, DDP is not entitled to use the information provided to
her by Merchant for a purpose other than for which it was obtained. However, an exception is made if
DDP acts for herself in an administrative, civil, supervision or criminal procedure in which these documents
could be of importance and/or are required. DDP will notify Merchant regarding the documents
submitted to third parties, unless this is not permitted due to legal requirements.
Art. 13.5 In the event of infringement of the provisions of this article, DDP has the right to terminate the
Agreement with immediate effect and Merchant will pay DDP in appropriate cases an immediately
payable fine, without further summation or default, of 12.500 Euro for each infringement and in addition a
fine of 2.500 Euro for each day the infringement continues. This is without prejudice to the obligation of
the undersigned to compensate each other and without prejudice to any other rights of the
undersigned.
Article 14: Non-competition clause
During the term of the Agreement as well as during a period of one (1) year following the expiry,
Merchant is not permitted in any way to start-up a service similar to the Docdata Payment Service or to
participate in an entity which is looking for or already develops DDP-similar activities.
Article 15: Intellectual property
Art. 15.1 Each Party retains all intellectual property rights for the items she contributes and which are
used and/or made available in the context of the Agreement. Each Party indemnifies the other Party
against all claims of third parties on the basis of alleged breach of the intellectual property rights she has
contributed. Unless it is explicitly agreed otherwise between Parties in writing, no transfer of intellectual
property takes place under the Agreement.
Art. 15.2 It is expressly prohibited for Merchant to either directly or indirectly copy, forward, disclose
and/or to exploit products, practices, system documentation, advices and other intellectual products of
DDP in the broadest sense of the word, unless these products are expressly (and recorded in writing)
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meant for copying, disclosure and/or exploitation. Therefore, disclosure may exclusively and only take
place following obtained written permission of DDP.
Article 16: Complain
Merchant has to notify DDP of all complaints regarding the services provided and/or rates charged in
writing within 30 days following the transaction between Merchant and Client, or within 45 days following
the discovery of the defect if Merchant demonstrates that he could not reasonably detect the defect
earlier. When the periods of time mentioned above are exceeded, Merchant is deemed to have
accepted the services provided. Complaints do not suspend the payment obligation -for the part not
concerning a complaint- of Merchant.
Article 17: Indemnification
Art. 17.1 Parties indemnify each other for claims of third parties for damage caused because one of the
Parties has provided incorrect or incomplete information, unless the providing party shows that the
damage is not related to attributable acts on his side or is caused by intent or equivalent gross
negligence of the counterparty.
Art. 17.2 Merchant will indemnify DDP in case DDP is addressed, in any legal form whatsoever, by a
Client or Financial Institution because of the content or the failure to comply or improper compliance
with the Agreement or any other unlawfulness regarding the Agreement as concluded between
Merchant and the Client or the Financial Institution.
Art. 17.3 All costs DDP has to make for, among other things, the disputes mentioned in the previous
article numbers between Merchant on the one hand and Client on the other hand, Financial Institutions
or third parties, will be recovered from Merchant. This includes, among other things, the legal costs to be
made, for example the costs related to an as soon as possible lifting of a seizure imposed by a Client, a
Financial Institution or a third party on accounts of DDP as a result of a dispute between Merchant on the
one hand and Clients, Financial Institution or third parties on the other hand.
Art. 17.4 DDP indemnifies Merchant against claims of third parties which are based on any applicable
right of (intellectual) property of third parties, unless these claims are related to attributable acts of
Merchant or caused by intent or gross negligence of Merchant.
Article 18: Liability
Art. 18.1 Parties are only liable insofar this shows from the Agreement and General Conditions.
Art. 18.2 In case DDP is in default and this default is a direct result of an attributable shortcoming of DDP,
Merchant has to notify DDP of this fact as soon as possible and in writing in order to give DDP the
opportunity to restore the attributable shortcoming within a reasonable period of time. The notice of
default has to contain an as detailed as possible description of the shortcoming so DDP can respond
adequately to the shortcoming. Liability for the attributable shortcoming only arises when Merchant has
notified DDP of the default in the manner described and DDP has not restored this attributable
shortcoming within a reasonable period of time and in an adequate way.
Art. 18.3 DDP is not liable for reversals, Chargebacks and complaints of Clients or any refusal of Financial
Institutions to execute a payment order of a Client.
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Art. 18.4 DDP is only liable towards Merchant for damage or loss as a result of failing to comply, failing to
comply on time or inadequate complying with the Agreement and General Conditions, insofar this
damage is the result of intent, conscious recklessness or gross negligence of DDP or third parties DDP uses,
or insofar the damage is at the risk of DDP according to generally accepted practice.
Art. 18.5 Liability of DDP for indirect damage, including consequential damage, loss of profit, missed
savings and damage because of business stagnation is excluded at all times.
Art. 18.6 The Merchant can use the fraud-module offered by DDP for the prevention of fraud. However,
DDP is never liable for possible damage resulting from fraud which occurs in spite of the use of the fraudmodule.
Art. 18.7 Condition for the existence of any right to compensation is always that Merchant notifies DDP
of the damage in writing as soon as the damage is known.
Art. 18.8 At all times, the liability of DDP is limited to the amount that will be paid under the
professional/company liability insurance of DDP for the incident or series of incidents concerned.
Art. 18.9 If and insofar no payment takes place under the liability insurance, for any reason whatsoever,
each liability is limited to a maximum amount of 10.000 Euro per incident and for each calendar year.
Art. 18.10 The limitation of liability laid down in this article, is also stipulated for the third parties hired by
DDP which consequently have an immediate claim to this limitation of liability.
Article 19: Force Majeure
Art. 19.1 Neither Party is obliged to fulfil any obligations if they are prevented from doing so as a result of
force majeure. Force majeure exists if the failure to comply cannot be attributed because it is not the
fault of the Party, nor for her account under the law, legal action or generally prevailing opinion.
Art. 19.2 If a situation of force majeure has lasted longer than 7 days, Parties have the right to
immediately terminate the Agreement by means of written notification. The work already performed
under the Agreement will then be settled proportionally without the parties owing each other anything
else.
Art. 19.3 In the context of the Docdata Payments service force majeure includes, without excluding
other possible cases of force majeure:
Art. 19.3.1 Delay in or absence of execution of the Docdata Payment Service insofar this can be
attributed to a technical failure as a result of disruptions in the telephone or internet communications, or
a continuous power failure that lasts longer than 24 hours, unless this can be attributed to DDP.
Art. 19.3.2 The consequences of a terrorist act or terrorism or all violent acts and/or behaviours in the
form of an attack or a series of attacks that are related by time and purpose as a result of which injury
and economic damage in general is suffered and the economic interests of DDP are affected, in which
case it can reasonably be assumed that these actions and behaviours are executed, whether or not in
any organisational context, with the intent to realise certain political and/or religious and/or ideological
goals.
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Art. 19.3.3 Delay in or absence of the execution of the Docdata Payment Service as well as all other
possible consequences such as public disclosure of payment data and the alteration of the status of
Payments insofar this can be attributed to the interruption, penetration, manipulation, destruction or theft
by persons or companies, also called hackers or crackers, deliberately and aimed at the Docdata
Payment Service.
Art. 19.5 Also considered being force majeure is the event in which a third party hired by DDP terminates
its services towards DDP as a result of an application for suspension of payment, the third party is
declared to be in a state of bankruptcy or is liquidated, provided that this termination of the service by
the third party cannot be attributed to any unlawful conduct of DDP. DDP has the obligation to make
efforts to have the Docdata Payment Service executed by another party as soon and as adequate as
possible.
Article 20: Applicable law and jurisdiction clause
Art. 20.1 Dutch law applies to the Agreement between DDP and Merchant as well as everything
resulting from it.
Art. 20.2 Every dispute regarding the establishment, explanation or execution or any other aspect of the
Agreement and the thereto associated General Conditions will be submitted to the Dutch judge, in
particular the Court of Amsterdam.
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