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In this Merchant Agreement Terms and Conditions (together with the Merchant Agreement cover letter the “Agreement”), we set out the terms and conditions that are applicable between the company as identified in the merchant agreement cover letter (“Merchant”, “you”, “your”) and NjiaPay B.V. (which in this document also includes “NjiaPay”, “we”, “us” or “our”). In this Agreement you and we are each referred to as Party and jointly as Parties.
In this Agreement, the following terms mean:
NjiaPay undertakes to provide the Services that enable you to accept payments from your Customers in exchange for the products and/or services delivered by you, which services may be amended from time to time and will be provided in accordance with the terms and subject to the conditions of this Agreement. NjiaPay provides a more detailed description of its Services and features in its published documentation, API’s and additional resources that are made available to you on our website or in the Merchant Portal. NjiaPay will provide the Services using reasonable care and skill, in accordance with good industry practice. NjiaPay provides the Services “as is” and without any warranty or condition, express, implied or statutory. NjiaPay specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. During provision of the Services, NjiaPay acts as a technical service provider for the Financial Institutions and Payment Service Providers (“PSPs”) that ultimately provides the regulated payment services and the execution and settlement of Transactions. The Merchant hereby authorizes NjiaPay to: (i) process Transactions representing amounts due from the Customers on behalf of Merchant; (ii) accept all data, files, documents and information requiring communication from Financial Institutions and PSPs to the Merchant (including but not limited to transaction related information, chargeback correspondence or other notices), (iii) to perform refunds on behalf of the Merchant; and (iv) to act as a technical interface and intermediary between Merchant and Financial Institutions and PSPs.
NjiaPay will use commercially reasonable efforts to maintain the Payment Module in accordance with its SLA. NjiaPay will have the right to switch off the Payment Module for maintenance purposes, but in the event such maintenance will impact Transactions, it will provide reasonable prior notice as much as possible. Njipay will inform the Merchant in the event of any new API versions being released and will continue to support the older API version for maximum two (2) months, unless the new version is released to fix breaking issues in which case the Merchant shall immediately update to the new version. NjiaPay will have the right as well at any time to modify the Payment Module and the Services, provided that it does not materially diminishes the functionality of the Payment Module and/or Services, except where this is made necessary by changes in applicable laws or Scheme Rules, and/or the need to follow generally accepted changes in industry standards. In the event of any material changes to the Services, NjiaPay shall provide thirty (30) days notice and in the event the Merchant does not agree to the change, it reserves the right to terminate this Agreement by providing written notice thereof within the notice period. If no notice has been received from the Merchant after expiration of the notice period, the changes shall be deemed acceptable to the Merchant. NjiaPay will not be required to maintain, modify or add certain properties or functions specifically for the Merchant. The Merchant shall connect to the system of NjiaPay in accordance with the specifications and instructions provided by NjiaPay in order for NjiaPay to carry out the Services. The Merchant acknowledges and agrees not to use the Services in any manner whatsoever: (i) which constitutes a violation of any applicable law, rule or regulation, (ii) which may cause NjiaPay to be subject to any investigation or legal action; (iii) and/or for any type of business activity which in the opinion of NjiaPay or, Financial Institution is unacceptable.
The Payment Module enables you to present to your Customers different Payment Methods as offered by your Financial Institutions and PSP. Each Payment Method has its own characteristics, risks and conditions, including cost structure (charged directly by the PSP or Financial Institution to you), payment term, the manner in which payment is made, and the possibilities offered to Customers to dispute the payments or claim refunds or chargebacks. When you enable a Payment Method and/or agree to a proposed Payment Method and/or request NjiaPay to enable a Payment Method for you, we assume that you understand and accept the conditions of that Payment Method and that you have entered into a direct agreement with the Financial Institution or PSP. NjiaPay may add new Payment Methods in the future, which must in general be activated before they can be used in the Payment Module. In the event a PSP or Financial Institution decides to modify its services or remove its Payment Method from the Payment Module, NjiaPay shall inform the Merchant by written notice and modify the Services in a time frame as dictated by the Financial Institution or PSP. Further, in respect of Services that are dependent upon Financial Institutions, the Merchant acknowledges that each Financial Institution reserves the right to not allow or keep supporting the provision of the Service (in respect of such Financial Institution) to NjiaPay and/or the Merchant. NjiaPay may from time to time, in its sole discretion, elect to no longer support a Financial Institution or PSP and shall provide the Merchant reasonable written notice in that regard of at least 30 days. The Merchant hereby agrees to notify NjiaPay in the event an agreement with a Financial Institution and/or PSP has expired or been terminated. NjiaPay will then proceed with disabling the relevant Payment Method or payment routes from the Payment Module.
From time to time, NjiaPay may, in its sole discretion, invite you to use, on a trial basis, potential new services or features that are in development and not yet available to all our customers. Beta Services may be subject to additional terms and conditions, which NjiaPay will provide to you prior to the use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of NjiaPay and subject to the confidentiality provisions of this Agreement. NjiaPay makes no representations or warranties that the Beta Services will function. NjiaPay may discontinue the Beta Services at any time in its sole discretion. NjiaPay will have no liability for any harm or damage arising out of or in connection with a Beta Service.
The services of NjiaPay are only available to legal entities (organisations), and explicitly not to private individuals who want to receive payments in a personal, family or household context. You must register with NjiaPay before you can use our services. You register by creating an account online via our Merchant Portal. In order to comply with anti-terrorism, financial services and other applicable laws and regulations and KYC (“Know Your Customer”) requirements, as required by NjiaPay and/or imposed by Financial Institutions, NjiaPay is required to ask you for certain information, which you need to provide on our first request. The persons you register with NjiaPay must also be authorised to represent your organisation. You hereby acknowledge and accept that any such information may be shared with any NjiaPay affiliates, PSPs, Financial Institutions and law enforcement authorities if they require so. You represent, warrant and undertake that all information you provide to NjiaPay is accurate, complete and truthful, and that you will update registration information promptly upon any change so that it is at all times complete, accurate and up to date. The Merchant acknowledges and agrees that NjiaPay agrees to provide the Services solely based on the information the Merchant has supplied, and the Merchant’s use of the Services is strictly dependent upon this information. You must inform NjiaPay without delay of changes in the registration information, type and scope of the services or any other relevant changes. NjiaPay may also ask for additional information or supporting documentation during your onboarding and/or thereafter which you need to provide promptly on our first request. We may suspend your account with immediate effect or terminate this Agreement without a notification period if you fail to keep this information up to date and/or if you don’t provide us with the requested information upon first request. NjiaPay will provide you with a username and a (temporary) password, which are strictly personal and may not be shared with anyone. You are exclusively responsible for any damage and/or any loss arising from misuse of the username and password, and you must immediately inform NjiaPay of the loss, theft and/or misuse thereof to enable NjiaPay to suspend your account and re-issue new. Notwithstanding the foregoing, NjiaPay can provide you with security procedures and measures or make suggestions with a view to reducing fraudulent access to your account and the Merchant Portal. These procedures and measures can include processes or systems developed by NjiaPay or by third parties, including, but not limited to, the introduction of two-factor authentication (2FA).
You are required to register all Websites (URLs) using the Services with NjiaPay. You can do so by generating a Website profile in your account for each URL. It is not allowed to use the Payment Module on Websites other than those registered explicitly and in advance with NjiaPay. Nor is it allowed to initiate Transactions via a Website profile other than the profile belonging to the Website on which the Transaction is initiated. You represent, warrant and undertake that the URL(s) you register with NjiaPay do not contain any prohibited products and/or services, illegal, libellous, defamatory, obscene, pornographic or blasphemous material or expressions. NjiaPay will terminate the use of the Payment Module for such URLs immediately (after discovery). Where you mention the Payment Method(s) available to Customers, not limited to the payment page of your Website, you must include all Payment Methods offered by you, and you must display the Brand(s) belonging to the Payment Method. You must not criticise or deliberately misrepresent any of the Payment Methods or the services linked to them, you must not discriminate between any Payment Methods nor are you allowed to engage in any activities that damage the interests or Brands of NjiaPay or the Payment Method(s). In such a case, NjiaPay may suspend your account immediately.
You give us permission to retrieve information about you and to make this information available to third parties, including, but not limited to, businesses engaged in the registration of creditworthiness and other information providers. You hereby give these third parties permission as well to provide such information about you to us. Further details on how we deal with personal data is set forth in our privacy policy [insert link].
You must only accept payments and process them via NjiaPay’s Payment Module for the lawful sale of legal goods and services according to the country of establishment of the Merchant and for goods and services approved by us. There are certain categories of industries and activities for which the Services cannot be used. Most of these categories are imposed by the Financial Institutions and PSPs and applicable Scheme Rules which are used by NjiaPay to process Transactions. NjiaPay keeps a list of prohibited activities and can supply it upon request. Njiapay reserves the right to suspend or terminate (a part of) the Services at its sole but reasonable discretion in the event that you do not comply with this clause.
You represent, warrant and undertake that your activities and your use of the Payment Module, comply with applicable laws and regulations, Scheme Rules and this Agreement. You are responsible for the clear and orderly inclusion of information on your Website in accordance with applicable laws and regulations and Scheme Rules.
You are solely responsible for providing support to your Customers. NjiaPay is not responsible nor liable towards you or your Customers for handling these complaints on your behalf and NjiaPay explicitly remains outside of the contractual relationship between you and your Customer. However, in exceptional circumstances related to a specific complaint, such as but not limited to, the event that you are not responsive or in case that NjiaPay has a strong suspicion of Fraud, NjiaPay may decide at its own discretion and in accordance with its internal policies to perform refunds on your behalf towards the Customer for a specific Transaction which has been disputed by such Customer. You acknowledge and agree that, in derogation from Liability, NjiaPay will bear no liability towards you in such an event, unless and to the extent prohibited by applicable laws and regulations.
NjiaPay shall provide the Services at the Fees set forth in the Pricing Schedule of your Agreement (Schedule A). You shall pay the invoices within thirty (14) days. All rates listed in this Agreement or on NjiaPay’s website are exclusive of VAT and other government charges, unless explicitly stated otherwise.
NjiaPay is entitled to adjust the Fees unilaterally. If this concerns an increase in the Fees, we will inform you at least three (3) months before this new rate takes effect, by email or via the Merchant Portal. If you inform us within one (1) month after receiving this information from NjiaPay, in writing or by email, of the fact that you do not agree to this increase, you will have the right to terminate this Agreement as of the date on which the new Fees takes effect. Without notification on your part and/or failure to terminate this Agreement, the Fee will be deemed accepted and the increase will take effect on the date as initially set by NjiaPay.
You hereby acknowledge and agree that Njipay only acts as facilitator of the Transactions and that authorisation is performed by and all relevant Transaction Data is provided by the Financial Institution or PSP. You remain responsible for checking the accuracy of the Transaction Data. On each Transaction, there will only be a contractual relationship between you and the Customer(s) on the one hand, and a Financial Institution and Customer on the other. NjiaPay explicitly remains outside these contractual relationship(s). You acknowledge and agree that you are solely responsible and liable and that NjiaPay accepts no liability whatsoever for Transactions, the goods and/or services purchased as part thereof and any and all liabilities arising out of such Transactions, including – but not limited to – reversals, chargebacks, fines and any other liability claims of Financial Institutions, either incurred during the term of this Agreement or after its termination or expiration for any reason whatsoever. This liability is not subject to any limitation of liability that may be expressed elsewhere in this Agreement and survives termination or expiration of this Agreement.
You have the possibility to dispute the chargeback imposed on you. We can assist you in doing so by means of notifications. We, however, do not accept any liability for our role or our assistance in disputing the chargeback. The obligations and requirements around dispute handling are further set forth in your direct agreements with Financial Institutions.
The Merchant acknowledges that NjiaPay is not a financial institution, credit institution, money service business or any other type of regulated institution. All payments made by your Customers via the Transactions are settled with you by the Financial Institution based on their terms and conditions. NjiaPay is no party in, nor is liable for, the settlement of Funds resulting from Transactions processed by NjiaPay. NjiaPay will, through its reporting functionality, provide you with information regarding the settlements by the Financial Institution.
Parties will treat all data and information about the other Party (including its affiliates) that is secret or of confidential nature as strictly confidential, secure it in an appropriate manner and not disclose it to third parties in any way whatsoever (barring prior written consent from the other Party). Parties will only use the above-mentioned information in the context of this Agreement. Secret or confidential information is in any case, but not limited to: all information that is explicitly indicated as secret or confidential by the other Party, all information and data Parties come to know in the context of this Agreement, technical, financial and business information, drawings, formats, concepts, source codes, pilots and all other information which Parties know, or reasonably ought to know, is secret or of a confidential nature and should not be disclosed to third parties. This clause will survive termination of this Agreement. Parties are entitled to disclose confidential information of the other Party to competent authorities and government bodies in cases in which they are required to do so under applicable statutory provisions, or in which NjiaPay is authorized to share information with a Financial Institution as provided for under this Agreement (see 2.1) or in the event of (a suspicion of) fraudulent use of the Payment Module and/or at the request of a PSP and/or Financial Institution. NjiaPay is entitled to provide information (including confidential information) to any of its affiliates.
NjiaPay provides all Merchants with basic consumer fraud screening for card Transactions, which may include processes or applications developed by NjiaPay, its affiliates, or third parties. A number of checks are made on Transactions against a default group of rules maintained and set by NjiaPay. The Merchant acknowledges and agrees that there is no guarantee and no representation made whatsoever that this service or the Acceptance & Risk service (as described below) provides a full solution against Customer Fraud and will prevent fraudulent transactions. The Merchant will, in any event, remain responsible and liable for any fraudulent or unauthorised Transactions and any liabilities arising thereof (fines, chargebacks). NjiaPay offers (dynamic) 3DSecure as part of its Services, however you acknowledge and agree that you are solely responsible to determine enablement and any conditions thereto and any liabilities arising from it (or not enabling it). NjiaPay may provide you with an additional ‘Acceptance & Risk’ service that operates in combination with basic Customer Fraud screening. This service enables you to customise fraud protection settings for card Transactions, as well as customise your 3D Secure 2 authentication policy. Regardless of the resulting total score, Transactions may be fraudulent or non-fraudulent. You are ultimately responsible for the Transactions you choose to accept, including those that are later disputed or found to be fraudulent.
The Parties warrant and undertake that they shall process personal data in accordance with applicable Data Protection Laws and handle such personal data with care and in a confidential manner. Each Party shall store and protect any Transaction Data from loss, theft, unauthorized access, copying, modification, use or disclosure during utilization, transmission and storage, whenever applicable. In the event any loss, theft or unauthorized access, copying, modification, use or disclosure occurs including but not limited to a PCI-DSS breach (‘Data Incident’), each Party shall immediately notify the other Party of the nature and details of such loss, theft or unauthorized access, copying, modification, use or disclosure. Each Party shall provide all necessary assistance to the other Party, Financial Institutions and/or PSPs in order to rectify any issues arising from the Data Incident and take all necessary steps in order to comply with applicable Data Protection Laws. Parties hereby agree that: (i) Transaction Data in possession of such Party is collected, processed, stored and secured in a lawful manner, in compliance with applicable Data Protection Laws; (ii) to the extent that Njiapay is acting as the data processor of Merchant, Njiapay shall process the personal data transferred only on behalf of Merchant and in compliance with the instructions and directions of Merchant; (iii) it has in place appropriate technical and organisational measures which ensure an appropriate level of security for the processing of Transaction Data and protect such data against accidental or unlawful destruction or accidental loss or alteration or unauthorised disclosure access or processing; and if it cannot comply with any of the above, such Party shall inform the other Party without delay.
In the event that you process any Transactions through credit cards as a Payment Method, you acknowledge and agree that you need to comply with card association rules, including – but not limited to – the Payment Council Industry Data Security Standards (“PCI-DSS”). You shall ensure, at your own cost, that you comply with the requirements as applicable to your business and any modifications that may be made to them from time to time. You are solely responsible for any penalties, associated costs or charges arising from you being non-compliant, including any investigation of the same.
You indemnify NjiaPay for claims (as well as all costs incurred by NjiaPay or its affiliates in relation to such a claim) of Customers, Financial Institutions, Intermediaries and/or third parties arising from:
Neither Party will be liable for indirect or consequential loss, even if such loss was foreseeable. Indirect or consequential loss means, but is not limited to, loss of goodwill, lost profits, missed (investment) opportunities, and missed savings. If and insofar as NjiaPay is liable to you, such liability will be limited in all cases to an amount equal to the amount that you paid NjiaPay under this Agreement during the last twelve (12) months preceding the event to which the loss relates. Notwithstanding the preceding paragraphs, unless and to the extent prohibited by applicable laws and regulations, the liability of NjiaPay will in all cases be limited to EUR 10,000 (ten thousand euros) per harmful incident. A series of incidents counts as one (1) incident. Any claim against NjiaPay will lapse by the elapse of a period of twelve (12) months after the harmful incident became known to you, except in case of written acknowledgment of the claim by NjiaPay.
Parties will not be liable in the event of force majeure. “Force majeure” means: circumstances or events beyond the control of Parties – regardless of whether or not these circumstances were foreseen or foreseeable at the time any Agreement is signed – as a result of which Parties cannot reasonably be required to comply with their obligations under this Agreement (such as – but not limited to - war, fire, natural disasters, labour disputes, power outages, strikes, epidemics, pandemics, failures or non-compliance (due to bankruptcy or other reasons) by suppliers, Financial Institutions, Intermediaries, unavailability of the systems of Financial Institutions and/or telecommunication services).
All intellectual property rights, including, but not limited to, all existing and future rights and claims on, or in relation to, the use of copyrights and neighbouring rights, chip rights, trading name rights, trademark rights, domain names, patent rights, design rights and database rights in relation to the Payment Module, the Merchant Portal and related items, will be vested exclusively in NjiaPay or NjiaPay’s affiliates. You have a limited, personal, revocable, non-exclusive, non-transferable, non-sub-licensable right of use for the term of this Agreement. None of the stipulations in this Agreement will entitle you to any right with respect to the Merchant Portal, Merchant Portal, the Payment Module and related items. You will never have the right to make any adaptation or modification to the Payment Module or the Merchant Portal except for any customizable changes as permitted by NjiaPay, nor the right to make copies of them, to decompile the Merchant Portal and/or the Payment Module and/or to modify or attempt to modify them otherwise. This right of use expires immediately upon termination of this Agreement or may be suspended as part of NjiaPay’s suspension rights under this Agreement.
NjiaPay provides the services in accordance with its Service Level Agreement. If you discover a problem that renders the Payment Module or Merchant Portal unusable, you must report this to NjiaPay as soon as possible. If you have a complaint with the Services we provide, please contact support@njiapay.com.
You acknowledge and agree that the Financial Institutions supported by NjiaPay:
This Agreement is entered into on the Effective Date and will remain in effect for the Initial Term as set forth in the cover letter of this Agreement. Either Party may terminate this Agreement by written notice, which termination will be effective on the date set out in that notice: (i) in the event of a material breach, which is not remedied within fourteen (14) calendar days following notice; or (ii) the other Party is likely to be subject to insolvency proceedings or to be declared bankrupt, has been granted a moratorium on payment, has discontinued its business activities or has been liquidated. NjiaPay has the right to terminate this Agreement, taking into account a notice period of at least three (3) calendar months. NjiaPay may terminate this Agreement (wholly or in part) with immediate effect (in writing) without prior notice in case:
NjiaPay will have no liability for any losses the Merchant may attribute to any modification, suspension and/or termination of the Services pursuant to NjiaPay’s rights under this Agreement.
This Agreement applies to all (legal) acts between you and NjiaPay and will remain applicable after termination of the Services. The applicability of any other conditions (of use) or agreements is explicitly rejected, unless Parties explicitly agreed on this. A derogation from or amendment to this Agreement will only be valid if Parties have agreed upon it in writing. This Agreement supersedes all previous agreements between the Parties, regardless of whether these agreements were made orally or set out in writing. NjiaPay reserves the right to amend this Agreement. The notification thereof will be made in writing, by email or via the Merchant Portal. The amendments will enter into effect one (1) months after notification, unless stipulated otherwise. If you do not wish to agree to these amendments, you will be entitled to terminate this Agreement, within the applicable notice period. This Agreement is governed exclusively by Dutch law and Parties must bring disputes before the court in Amsterdam, the Netherlands. If any provision from this Agreement is held invalid or unenforceable, such provision shall be struck out, and the remaining provision, the other articles will remain fully in force and shall be enforceable. NjiaPay has the right to outsource some of its services to any affiliate or third party, but in any event will remain responsible for it towards you. You may not transfer or assign any rights and obligations contained in this Agreement without prior written permission from NjiaPay, which permission can be given under certain conditions, to be determined at such time. You hereby give NjiaPay permission in advance, as referred to in Book 6, Section 159 of the Dutch Civil Code (BW), to transfer or assign any rights or obligations under this Agreement at any time to any affiliate of NjiaPay or any third party to be indicated by NjiaPay. If and insofar as necessary or desirable, you undertake as well to confirm the aforementioned permission in writing.
