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Terms and Conditions

BillPro Limited

Last Modified: 19.08.24

Introduction

This User Agreement constitutes a legal agreement (“Agreement”) between You, the Organisation (which includes “Organisation”, “you”, “your”), whose details are included in the profile page under ‘Company Information’, and BillPro Limited (“BillPro”, “we”, “us”, “our”). In this agreement, you and we are referred to jointly as Parties.

This Agreement consists of 8 sections, namely:

  • Scope of Agreement and the position of BillPro;
  • Your registration with BillPro;
  • Services Provided to You by BillPro;
  • Your obligations to BillPro;
  • Payments and balances;
  • Security and confidentiality;
  • Privacy; and
  • Final Conditions & Stipulations.

Definitions

Account:

The account held with BillPro in the name of the Organisation for which BillPro, among other things, enables one or more Payment Methods, records Transactions and updates Balances;

Agreement:

This User Agreement, which constitutes a legal agreement between you and BillPro;

Balance:

The funds held by a Financial Institution on behalf of the Organisation, after deduction of the expenses and fees of the Financial Institution, and by extension BillPro, and any other amounts to be charged by the Financial Institution, or funds to be kept by the Financial Institution to cover the risk of possible refunds, chargebacks, disputes, and fines;

Chargeback:

The reversal of a transaction, or a request to that effect, initiated by a Financial Institution or a Customer of a Financial Institution. Depending on the Payment Method used, such reversal may have its own name, such as Dispute in the case of Visa or Chargeback in the case of MasterCard;

Customer(s):

Your customer who wishes to pay for products and/or services provided by you and sold through the Payment Module;

BillPro Platform:

A hosted web application made available to the Organisation by BillPro through which the Organisation can launch a series of Payment Actions and view data recorded by BillPro relating to historical Transactions, and where settings relating to the services provided by BillPro to the Organisation can be configured and modified;

Error Message(s):

An error message that results in you not being able to use the BillPro Platform and Payment Module as intended in this Agreement;

Financial Institution(s):

One or more banks or payment institutions and in particular card Acquirers the Payment Module is connected to and that process Transaction(s) for which an order has been given via the Payment Module;

Fraud:

The intentional misuse of the Payment Services, Payment Information, Personal Data or the Dashboard for the purpose of obtaining unlawful gains;

Intermediary/Intermediaries:

Every possible intermediary between BillPro and the Financial Institutions, including proprietors of payment products and brands (such as Visa and MasterCard) as well as the networks they use for the transmission and processing of transactions, judicial or government authorities;

Marks:

Logos, trademarks, trade names, slogans or other indications of ownership;

Organisation:

The organisation that aims to use the BillPro Platform and Payment Module for purposes including, but not limited to, the sale of products and/or services to Customers;

Outage:

An unannounced interruption or unintentional modification in the operation of the BillPro Platform and Payment Module, which results in the Payment Module not delivering the functionality agreed upon by the Organisation;

Parties:

The Organisation as well as BillPro;

Party:

The Organisation or BillPro;

Payment Information:

All personal financial, card, or transaction information corresponding to a Transaction processed through the Payment Module;

Payment Method:

The way a Customer wishes to compensate the Organisation for the goods and/or services delivered or to be delivered. The payment method must be offered by BillPro to the Organisation and by the Organisation to its Customer, and the resulting Transactions must be processed by the Payment Module;

Payment Module:

Software provided to the Organisation by BillPro by which:
– Transactions can be presented to Financial Institutions for processing, possibly via one or more intermediaries
– Information on the status of the processing of payments, which will be displayed and can be viewed in the dashboard, or which can be downloaded by the Organisation;

Payment Services:

The services provided by BillPro and/or its partners and providers, which handle payment orders, given through the website of the Organisation or through the BillPro Platform Tools or in any other way, from Customers for products and services of the Organisation, by using the Payment Module;

Personal Data:

Any information relating to an identified or identifiable natural person;

Refund:

The full or partial reversal of a transaction, or a request to that effect, initiated by the Organisation;

Security Measure:

Any procedure or measure introduced or proposed by BillPro and/or its associated partners and providers, for the purpose of reducing the risk of Fraud in the use of the Payment Module by the Organisation. BillPro or the Organisation can implement such security measures by way of policy, processes and/or systems;

Solution:

A remedy or alternative manner of operation for an Error Message after BillPro has received any confirmed Error Message, in such a way that the Payment Module delivers the functionality agreed upon with the Organisation;

Transaction(s):

Orders given via the BillPro Platform or via the website of the Organisation by one or more Customer(s) for products and/or services of the Organisation, and presented for processing to one or more Financial Institutions by using the Payment Module;

Updates:

Software that corrects errors in the BillPro Platform or the Payment Module;

Upgrades:

Software that is an addition to the functionality and/or the security of the BillPro Platform or the Payment Module;

Website:

One or more websites or other services maintained by the Organisation, such as apps for mobile devices.

SECTION 1: SCOPE OF AGREEMENT AND POSITION OF BILLPRO

1.1 Scope of Agreement

This Agreement applies to all (legal) acts between you and BillPro, and will remain applicable after termination of the services, regardless of whether you explicitly communicated this termination to us. The applicability of any other conditions or agreements is explicitly rejected unless agreed upon explicitly by the Parties in writing. By entering into this Agreement, you implicitly express your consent to be bound by its terms and conditions.

1.2 Position of BillPro

BillPro is a technical platform operator specialising in digital payments. The services of BillPro enable you to create orders and accept payments from your Customers in exchange for the products and/or services sold by you. BillPro does not accept any liability for the products and/or services that are purchased using the BillPro services. We act as a technical service provider directly and in conjunction with Third Party Providers including technical platforms and services and the Financial Institutions who clear and settle the financial transactions we send to them for authorisation on your behalf, and who ultimately provide the Payment Service.

Our partner Financial Institutions are each duly licensed and regulated in their EU/EEA country of origin with licences passported to each EU/EEA member state, and they are each Principal Members of Visa and MasterCard. We also work in partnership with other technical platforms and payment service providers, who may be licensed or regulated themselves, or work with partners that are licensed and regulated according to the relevant requirements. Depending on the Service provided, we may require that you contract directly with our Third-Party Providers to receive their Services, which will form an essential component of our overall Service offering to You.

Hereinafter in this Agreement where our services are provided either solely by ourselves or in conjunction with our partners, it is hereby understood and agreed that any such reference to ourselves as specified in item 1 above shall also include any Third- Party Providers who may be involved in the provision of the associated service.

SECTION 2: REGISTRATION WITH BILLPRO

2.1 Registration Process

The services of BillPro are only available to legal persons and legal constructs (organisations), and explicitly not to persons who want to receive payments in the personal, family, or household context. You must register with BillPro before you can use our services. You can register by creating an account in the BillPro Platform, which gives you immediate access to the services available through the platform. In the next step, you will be presented with several options to add a merchant account so you can accept card payments. You can choose to use Stripe ConnectTM to add an existing merchant account you hold with Stripe or to create a new one. If Stripe is not right for you, you can apply for a new merchant account through BillPro partner provider CardCorp Ltd.

2.2 Using your Stripe Merchant Account

If you choose Stripe as your merchant account provider, you will be directed to complete the Stripe Connect activation process as part of the BillPro registration process.  In this step, you will follow Stripe’s instructions to access your existing Stripe account or create a new Stripe account.  You must agree to grant access and permissions to BillPro so that your Stripe credentials can be used to accept payments via the BillPro platform.  When your Stripe account is registered in BillPro, you will be asked to provide a small amount of additional information to complete your biller profile and optionally upload your logo.  Once this information is provided you can start collecting payments right away.

2.3 Using the CardCorp Merchant Account Service

If you choose to apply for a merchant account with CardCorp, you will be directed to the CardCorp registration process where you must agree to CardCorp’s terms and conditions. The CardCorp onboarding team will evaluate your business profile and advise you if you are eligible for a CardCorp merchant account, in which case they will request certain information from you that they will share with their Providers. Such information is likely to include but may not be limited to your registered entity information and location, trade name (if applicable), address details, phone and email contact details, and your VAT number. CardCorp will also request that you supply them with information on the ultimate beneficial owners of your organisation, and you will be asked to confirm that you are a national or a legal resident of the country you indicate on registration and that you are authorised to develop business activities in that country. Upon successful conclusion of the application process, you will also be required to enter a direct contract with one of CardCorp’s partner financial institutions, each licensed in their appropriate regulated jurisdictions and each a principal member of Visa and MasterCard.

2.4 BillPro Platform Access

When you register with BillPro your email address is automatically assigned as your username and you will be asked to select and confirm a password of your own choosing. You will be asked to validate the email address by clicking a confirmation link in an email we send you. The username and password provided to access BillPro are strictly personal and may not be shared with anyone. You are responsible for damage and/or loss arising from misuse of the username and password, and you must inform BillPro of the loss, theft and/or misuse thereof.

2.5 Disclosure of Business URLs

You must register all websites (URLs) used to market the services charged with BillPro. You can do so by adding your website URLs to your BillPro profile page. It is not permitted to use BillPro to collect payment for goods or services offered on websites other than those registered explicitly and in advance with BillPro and approved by the Financial Institution that issues your Merchant Account. Besides the URL you must register the trade name under which you do business via this URL. BillPro will use this information to display details about your Organisation on checkout pages and in Customer notifications. BillPro is not responsible for any costs arising from the fact that Customers do not recognise the trade name of a specific Transaction on their account statement.

2.6 Acceptable Use

You guarantee that the URL(s) you register with BillPro do not contain any libellous, defamatory, obscene, pornographic or blasphemous material or expressions. BillPro will terminate the use of the Payment Module for such URLs immediately upon discovery.

Where you mention the Payment Method(s) available to Customers, which is 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 described as your specific Payment Method. You must not criticise or deliberately misrepresent any of the Payment Methods or the services linked to them, nor are you allowed to develop activities that damage the interests of the Brands or BillPro or the Payment Method(s). In such a case, BillPro may discontinue your use of the Payment Module.

2.7 Verification and Ongoing Monitoring

Both initially when you register with BillPro and as part of our ongoing monitoring activity, we will periodically assess the risk that your business activities may pose for BillPro, its partners and its providers. BillPro may share your information, including the Personal Data of your legal representative(s) or ultimate beneficial owner(s) with partners which may include BillPro or CardCorp partner Financial Institutions, who will make their own assessment with respect to use of the Payment Services. We or they may ask you to make additional information available for these verification activities, including financial statements, invoices, permits, or other types of identification or permissions issued by the government.

2.8 Acceptance

By accepting this Agreement, you give us and our partner Financial Institutions permission to retrieve any information deemed necessary 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 also give these third parties permission to provide such information about you to us. You hereby accept that such information includes name, address, credit history, and other data. BillPro may update this information periodically to determine if you continue to meet our conditions and comply with this Agreement.

You hereby give BillPro permission to share information about you and your application (irrespective of whether the application is approved or rejected) and your Account with BillPro or CardCorp’s partner Financial Institution(s). This includes information:
(i) About Transactions, so that BillPro and/or the Acquirer can comply with obligations arising from statutory requirements or requirements of supervisory authorities;
(ii) For use in relation to management and maintenance of the Payment Services;
(iii) By which the information about you can be recorded and updated, and where the information helps to improve the Payment Services;
(iv) That BillPro needs for its risk management.

SECTION 3: SERVICES PROVIDED BY BILLPRO

3.1 Billing Platform and Payment Module

BillPro will make efforts to keep the Billing Platform and Payment Module available to you. BillPro cannot, however, guarantee the complete and permanent availability of the Billing Platform and Payment Module. BillPro will have the right to switch off either or both the Billing Platform and the Payment Module for maintenance purposes. This will preferably be done during non-peak hours. BillPro will have the right to modify the Billing Platform and Payment Module at any time. BillPro will not be required to maintain, modify, or add certain properties or functions specifically for the Organisation.

BillPro reserves the right, with immediate effect, to discontinue the provision of its services to you, deny you access to the Billing Platform and the Payment Module, and terminate this Agreement if BillPro suspects that you are acting in conflict with this Agreement. BillPro hereby reserves the right to recover any losses incurred through this discontinuation from you.

If you use the Billing Platform or the Payment Module in a way as referred to below, this use will in any case (but not exclusively) qualify as punishable, unlawful, and/or harmful in the following circumstances:
(i) Purchase and/or sale of goods and/or services of which the purchase and/or sale in the country of origin and/or the country in which the goods and/or services are offered conflicts with any applicable statutory provision or public morals;
(ii) The sale of products and/or services by the Organisation without being willing or able to deliver them to one or more Customers within a reasonable period;
(iii) Use of Personal Data in conflict with the General Data Protection Regulation, or insufficiently informing Customers in a way as referred to in the General Data Protection Regulation;
(iv) Hacking, phishing, unauthorised penetration in the system and/or network structure of BillPro, Acquirers, Intermediaries, Suppliers and/or third parties;
(v) Collecting payments without a legally valid contract between you and the Customer;
(vi) Deliberately misleading Customers, BillPro, Acquirers, Intermediaries, Suppliers and/or third parties; and/or
(vii) Committing Fraud or aiding and abetting and/or allowing fraudulent activities.

3.2 Payment Methods

The Payment Module enables your Customers to use different Payment Methods depending on their availability to you. Each Payment Method has its own characteristics, risks and conditions, including cost structure, payment term, the way the payment is made, and the possibilities offered to Customers to dispute the payments or claim refunds or process chargebacks. When you request to enable a Payment Method via the account configurator, we assume that you understand and accept the conditions of that Payment Method. BillPro may add new Payment Methods in the future, which must in general be activated before they can be used in the Payment Module. BillPro reserves the right to delete Payment Methods from the Payment Module and may deny the Organisation the use of a specific Payment Method.

3.3 Foreign Currency

BillPro offers you the possibility to receive payments from your Customers in different (foreign) currencies. When you use this option, the Financial Institution converts the payments for you into an amount in the settlement currency you select from the Financial Institution’s available settlement currency options. The amount to be received by you is calculated by the Financial Institution per individual payment based on the buying rate (a combination of, among other things, the exchange rate of the currency at the time of the reimbursement and the costs as charged by the Financial Institution’s supplier) and a mark-up. The mark-up is usually set by the Financial Institution at two and a half (2.5) percent of the exchange rate charged to the Financial Institution unless otherwise agreed upon by the Parties.

SECTION 4: YOUR OBLIGATIONS

4.1 Prohibited Activities

You must only accept payments and process them via BillPro’s Billing Platform and Payment Module for the lawful sale of legal goods and services. There are certain categories of Organisations and activities for which the Payment Services cannot be used. Most of these categories are imposed by the Financial Institutions and Intermediaries which are used by BillPro to process Transactions. BillPro maintains a list of prohibited activities. Activities for which BillPro cannot provide its services include but are not limited to the following categories of products or services that (can) constitute an unacceptable risk for BillPro’s reputation: erotic content or services, high-risk financial products or services, certain medicines, illegal or stolen products/services, illegal games of chance, narcotics and certain food supplements. BillPro maintains a full list of prohibited activities, products and services, which is available on request from BillPro. BillPro reserves the right to change this list at any time and may remove or add certain activities and business categories.

By registering with BillPro, you confirm that you will not use our services for activities other than those approved during registration or explicitly approved by BillPro afterwards. If BillPro thinks or suspects that, despite this assurance, you are accepting payments for prohibited activities as referred to in this Agreement, you must end these prohibited activities immediately at BillPro’s request. If you have not ended the prohibited activities within the timeframe set by BillPro, BillPro reserves the right to terminate the Agreement with immediate effect. In case of doubt, you should refer to BillPro support for further information.

4.2 Compliance with Laws and Regulations

You warrant and guarantee that your activities, both online and offline, comply with the relevant laws and regulations and this Agreement. You must ensure the correct use of the Billing Platform and Payment Module and the way the Billing Platform and Payment Module are applied. You must inform your Customers how they can use the Payment Module in a correct and safe manner. You guarantee as well that you will not perform or omit acts – and see to it that your Customers do not perform or omit any acts – regarding which you know or reasonably ought to have known that such acts or omissions will result in the use of the Billing Platform or Payment Module that is punishable and/or unlawful or might possibly cause damage.

4.3 Provision of Information

You are responsible for the clear and orderly inclusion of the following information on your site:
(i) Your contact information (or that of customer service), consisting of at least the address, telephone number and email address;
(ii) Information on the prices of your products and/or services;
(iii) Delivery information, especially timelines and charges;
(iv) Payment terms;
(v) Where relevant, information on subscriptions, the term of a subscription, and the way in which it can be cancelled.
You must also be clear and proactive in communicating any delay in delivery or the cancellation of an order. If BillPro receives complaints about you, and such complaints necessitate an investigation or other activities to be carried out by BillPro, as determined by BillPro, BillPro will have the right to charge you for the costs of this investigation.

SECTION 5: PAYMENT OF FUNDS

5.1 Safeguarding Customers’ Funds

BillPro does not receive funds on your behalf, in each case they are safeguarded by your contracting Financial Institution and settled directly to the bank account details confirmed by you in your Merchant Agreement, or as updated by a Merchant Agreement Amendment by you thereafter. The Financial Institution does not verify the correctness of these instructions with BillPro. Consequently, each payment made by your Financial Institution is made on your instructions to your Financial Institution and each incorrect payment is therefore the consequence of incorrect instructions to that effect given by you to your Financial Institution. Each request for a payment to which you are or think you are entitled will therefore be a request to your Financial Institution, and you hereby waive your right to demand the amount from BillPro or to take legal action to demand such amount from BillPro.

5.2 Rates

Your merchant account provider will charge you for their services according to your merchant agreement with them.  The rates and fees charged by your merchant account provider will generally involve a rate charged on successful transactions and a fixed fee per submitted request regardless of outcome.  These rates and fees will be defined in your merchant agreement. BillPro is not a party to your agreement with your merchant account provider and does not participate directly in your merchant account fees.

BillPro does not charge fixed or variable plan fees such as subscription fees, fees to unlock features and services, fees to add users etc.  All features are available to all BillPro customers without limitation, subject to our fair use policy, as outlined in clause [8.6] of this agreement.

All rates listed in your Agreement with BillPro and in your Agreement with your contracting Financial Institution are exclusive of VAT and other government charges, unless explicitly stated otherwise.

5.2.1 Rates and Fees with Stripe

When you use a Stripe merchant account, your contract with Stripe and associated processing fees charged by Stripe are outside the scope of this agreement and not considered in its service provisions or pricing.

BillPro charges Stripe users a platform fee, and Stripe will manage the collection of this fee. The BillPro platform fee applied to each transaction is described in the fee detail of the transaction. BillPro will use a custom or tiered pricing model, depending on certain characteristics of your business.

BillPro will apply custom pricing with a flat rate per collected payment to merchants who accept payments in currencies other than EUR, USD, and GBP, merchants with complex structures (eg. multi-entity or channel, multi-currency, or exceptionally high-value or low-value transactions), and merchants processing more than 100K per month.

BillPro will apply the tiered pricing model to merchants with standard structures, transaction values, and volumes, who accept payments in EUR, USD, and GBP. Under tiered pricing, the first 10,000 currency units of processed volume are free each month.

When the aggregate collected payment volume exceeds 10,000 currency units in the given month, a fee is calculated based on a) the value of the payment multiplied by b) the applicable percentage fee.

To determine which pricing tier and the corresponding fee to apply to the next payment, the pricing tiers are arranged sequentially as follows:

TierFrom – ToFee Percentage
10 – 10,0000.00
210,000 – 20,0002.40
320,000 – 30,0001.90
430,000 – 40,0001.25
540,000+1.00

At the beginning of each calendar month, the processed payments volume is reset to zero and the cycle starts again.

5.2.2 Rates and Fees with CardCorp

BillPro does not charge platform fees directly to users with CardCorp merchant accounts.

When you use CardCorp to provide your merchant account, you will enter into a direct merchant agreement with the Financial Institution and pay merchant account fees. Fees will vary for each merchant, but these fees are benchmarked against industry standards that consider factors related to the merchant business including business model, location/markets served, time in business, processing volumes, and other potential risk factors.

Your contracted Financial Institution charges a rate per successful transaction and a fixed processing fee per transaction regardless of the outcome. The rates and fees charged by your contracting Financial Institution are displayed in your Merchant Agreement with your contracting Financial Institution.

The merchant account fees charged by your contracted Financial Institution will cover the use of BillPro. CardCorp pays a referral fee for each merchant onboarded to the platform and may also pay other fees charged directly by BillPro.

5.3 Transactions

BillPro only processes Transactions that are authorised by the relevant Intermediary/Intermediaries and/or the Financial Institution involved in the specific Payment Method and/or Customer. You are responsible for checking the correctness of the Transaction Data presented in the Payment Module in connection with the purchase of products and/or services.

On each Transaction, there will only be a contractual relationship between you and the Customer(s) on the one hand and the Financial Institution and Customer on the other. BillPro explicitly remains outside these contractual relationships, which also means that no obligations exist or arise for BillPro because of these contractual relationships.

5.4 Reversals, Chargebacks, and Refunds

BillPro gives no guarantees and accepts no liability for Transactions that are automated and completed, but which at a later stage, in whatever form, are reversed by the Customer or the Financial Institution (“Reversals”). Such Reversals, whether Refunds or Chargebacks may be the result of, but not limited to:
(i) A dispute with the Customer;
(ii) Unauthorised or incorrectly authorised Transactions;
(iii) Transactions that do not comply with the rules of the relevant Transaction-processing network of the card-issuing agency involved or this Agreement, or which are allegedly unlawful or suspicious; or
(iv) Other reasons given by the Card Network, the Financial Institution or the Cardholder’s card-issuing institution.

You are fully responsible and liable for Reversals, irrespective of the reason for, timing of, or termination of the Reversal. In the event of a Reversal, you will be immediately liable to your Financial Institution for the entire amount of the Reversal, together with any costs and penalties, including the penalties that could be imposed on the Financial Institution.

In addition to the above, if there is a suspicion that a certain Transaction can result in a Reversal, BillPro’s partner Financial Institution will be entitled to retain the amount of the possible reversal or withhold it from the balances you are yet to receive until the time that:
(i) A Reversal is established because of a complaint from a Customer, in which case the Financial Institution will retain the funds;
(ii) You have successfully disputed a Reversal;
(iii) Under the relevant laws or regulations, the period has expired during which a Customer can dispute the Transaction in question; or
(iv) We have established that a Reversal will not take place any more.

You have the possibility to dispute a Reversal imposed on you. We can assist you in doing so by means of notifications and software. We, however, do not accept any liability for our role or our assistance in disputing the Reversal. You declare that you will provide us in a timely fashion, at your own expense, with the information needed to investigate and help resolve the Reversal. You give us permission to share relevant information with the card holder, the card-issuing institution and the Financial Institution to help resolve the dispute. You are aware that not providing us in a timely fashion with complete and accurate information can result in a final, irreversible Reversal. If the card-issuing institution or the relevant Intermediary/Intermediaries do not resolve a dispute in your favour, we can claim the amount of the Reversal and related costs from you, as specified in this Agreement. We reserve the right to charge the costs of our investigation and the mediator’s role in relation to Refunds.

BillPro, the Financial Institution or the Intermediary/intermediaries may decide that you are responsible for an excessive number of Reversals. An excessive number of Reversals can result in additional costs and penalties. They can also lead to restrictions in the way in which you can use our services, including, but not limited to:
(i) Changes in the conditions for and the amount of guarantee to be retained by the Financial Institution;(ii) Increase in the costs charged;
(iii) Delay in payouts, or
(iv) Possible suspension or termination of the Payment Services provided by BillPro and/or CardCorp’s partner Financial Institution.

In the event of an excessive number of Reversals, the Financial Institution and/or Intermediaries can also implement additional checks and restrictions in the processing of your Transactions.

5.5 Funds

All payments made by your Customers via one or more Transactions, after deduction of the costs withheld by the Financial Institution, which include BillPro’s volume-based rates, are received and held for Safekeeping on your behalf by the Financial Institution. The Financial Institution keeps the deducted costs and fees, and pays the remainder to you.

5.6 Settlements

The Financial Institution will pay your settlements directly to your designated bank account and is entitled to change the settlement frequency, to suspend the Payment Service and settlements (temporarily), or to cancel Transactions, for instance in case of complaints, association with, or investigation into possible Fraud. Your obligations relating to the use of the Billing Platform and Payment Module will remain fully in force during this period.

SECTION 6: SECURITY AND CONFIDENTIALITY

6.1 Fraud

BillPro will have the right to terminate this Agreement with immediate effect or to request suspension of the Provision of Services or settlements by the Financial Institution temporarily in the event (or suspicion) of Fraud, indications of Fraud, and/or situations in which more detailed investigation needs to be conducted. You will be notified of this by email or telephone unless such notification is not considered desirable in the context of the investigation. BillPro will not be liable for losses incurred because of such an investigation.

6.2 Security and Fraud Measures

BillPro can provide you with security procedures and measures or make suggestions with a view to reducing Fraud. These procedures and measures can include processes or systems developed by BillPro or by third parties, including, but not limited to, the introduction of two-factor authentication (2FA) for logging in to the Dashboard. You agree to assess these procedures and measures and choose which of them are appropriate for your activities to protect you against unauthorised Transactions, and if necessary, to use additional systems and procedures not provided by BillPro. Switching off or refusal to use the security measures and/or procedures increases the chance of unauthorised Transactions.

If applicable to you, you are responsible for the use of information on lost or stolen cards by which goods and/or services can be purchased on your website. BillPro is not responsible, nor does BillPro indemnify you for losses or damage caused by the use of lost or stolen credit cards for the Payment Services. This also relates to losses arising from the use of lost or stolen credit cards to make purchases via your Website or caused by usernames and passwords getting into the wrong hands.

6.3 Confidentiality

Parties will, barring prior written consent from the other Party, treat all data and information about the other Party that is secret or of a confidential nature as strictly confidential, secure it in an appropriate manner, and not disclose it to third parties in any way whatsoever. Parties will only use the above-mentioned information in the context of the Agreement.

Secret or confidential information is, barring written consent of what is stipulated by the Agreement, 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 the 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, for example, because its disclosure could result in a reasonable chance that the other Party could incur a loss or other disadvantage.

Nor may Parties use or disclose confidential information and/or data provided to them or which they have come to know in the context of an Agreement in the event of, whether premature or not, full or partial termination of an Agreement or after the termination of an Agreement.

Parties are entitled to disclose or hand over confidential information of the other Party to the competent authorities, in cases in which they are required to do so under applicable statutory provisions, or in which BillPro is required to deliver it to an Acquirer or Intermediary based on agreements made with such Acquirer or Intermediary.

BillPro is entitled to provide information (including confidential information) to an intermediary and/or a Financial Institution in the event (or suspicion) of fraudulent use of the Payment Module and/or at the request of an Intermediary and/or a Financial Institution.

SECTION 7: PRIVACY

7.1 Responsibilities of Parties in relation to Data Protection

Personal Data is processed in the context of the execution of the Agreement. Concerning the processing of Personal Data, both Parties are controllers within the meaning of the General Data Protection Regulation, insofar as they independently determine the purposes and means for the processing. Parties must take appropriate technical and organisational measures for the protection of Personal Data. If asked, Parties will inform each other of the security measures taken.

BillPro is responsible for the protection of the Payment Data in its possession and will take all administrative, technical, and physical measures reasonable from a commercial point of view to protect your Personal and Payment Data against unauthorised access or unintended loss or alteration. Notwithstanding the above, BillPro cannot guarantee that unauthorised third parties will never be able to breach or circumvent the security measures taken by BillPro and use the Personal and/or Payment Data for mala fide purposes. You accept this risk if you provide us with your own and your Customer’s Personal Data.

BillPro will process Personal Data in the context of its services, in connection with statutory obligations, and to safeguard the security and integrity of, inter alia, its organisation, and the financial sector. In processing Transactions and payments, BillPro works with different Financial Institutions, and BillPro shares Personal Data with Financial Institutions.

BillPro will only make Personal Data available to third parties in the context of its services. In addition, in case of complaints or questions from your Customers, BillPro can share your contact information with your Customers.

7.2 Protection of User’s Data

In your contract with your Customer, or in the general terms and conditions applicable to the relationship with your Customer, you must state that you use BillPro for the processing of Transactions, and that Personal Data of your Customer is shared with BillPro in this context. If applicable, you must ensure that your Customer, directly or indirectly, gives BillPro all required (explicit) consents as referred to in the applicable privacy legislation.

You guarantee that you comply with all requirements set by the GDPR for the processing of Personal Data as presented to the Payment Module by you as the Organisation or by your Customers. Should you fail to comply with this obligation, or if an Intermediary or a Financial Institution, court, or government institution so requests or requires BillPro, BillPro will be entitled to suspend its obligations with respect to you.

You are fully responsible for the security of the data on your Website(s), your app, or otherwise in your possession. You agree to comply with all applicable national and international laws and regulations pertaining to the collection, secure storage, and dissemination of Payment Data or Personal Data on your site, your app, or otherwise.

If applicable to you, you must comply with the rules as set out in the relevant parts of the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS). If, despite this, an ‘Account Data Compromise’ (ADC) occurs nevertheless, and it occurs through your actions, you will be liable for this. If BillPro and/or an Intermediary conducts an investigation because of an ADC, and costs are involved in this investigation, you hereby accept these costs in advance, only, however, insofar as BillPro has shared the amount, or an indication, of these costs beforehand with you. You can find information on PCI-DSS on the website of the PCI Council.

If BillPro considers it necessary to verify whether you meet the PCI standards, you must immediately provide the documents from which this is clearly and unambiguously evident. You declare that you will use only suppliers that meet the PCI standards when it comes to the storage and transmission of Payment Data, particularly concerning, but not limited to, the card number (referred to as the Primary Account Number or PAN), the expiration dates of cards, and the CVV2 Code. You are advised not to store any such data at all, and you are aware that it is always strictly prohibited to store the CVV2 code in any form.

In the event (or suspicion) of a data breach at your organisation, in which Payment Data may be involved, you must notify BillPro of this data breach without delay, and under no circumstances later than two days (48 hours) after the discovery of the data breach. BillPro or a partner Financial Institution may request additional information on this data breach, in which case you must provide such information without delay.

7.3 Your Privacy Rights

You have the right, upon request, to view, alter, limit, or delete your Personal Data which BillPro processes, unless BillPro is under a statutory obligation not to comply with your request. Furthermore, you have a right to data portability. Such a request can be made up to 30 (thirty) days after the termination of your Agreement with BillPro. BillPro will make sure that your data is provided to you in a structured, frequently used, and machine-readable format.

7.4 Privacy rights of Data Subjects

Parties must thoroughly inform data subjects (usually consumers) whose Personal Data they process of their privacy rights and they must ensure that these rights can be reasonably exercised. Where reasonably necessary, Parties will assist each other in complying with these obligations, as set out in the applicable privacy legislation.

If a data subject wishes to exercise his or her rights with BillPro or you, and BillPro or the Organisation is of the opinion that the data subject should exercise these rights with the other Party, BillPro or the Organisation will refer the data subject to the other Party.

SECTION 8: FINAL CONDITIONS AND STIPULATIONS

8.1 Third-Party Clause

Parties acknowledge that this Agreement also entails a third-party clause for the purposes of any Financial Institution that BillPro may introduce to the Organisation. Rights of the Parties under this Agreement will not require the approval of any third party.

8.2 Indemnification

You indemnify BillPro for claims (as well as all costs incurred by BillPro in relation to such a claim) of Customers, Financial Institutions, Intermediaries and/or third parties arising from:
(i) Abuse of the Payment Module by the Organisation, as defined in Article 3.1;
(ii) Defects in the Website and/or defects in the products and/or services provided by the Organisation;(iii) Non-compliance by the Organisation with obligations arising from applicable privacy legislation, including, but not limited to, the General Data Protection Act;
(iv) Non-compliance and/or unlawful acts in the broadest sense by you with respect to Customers and/or third parties.

8.3 Liability

BillPro must be held liable in writing, after BillPro has been given a reasonable period to offer an appropriate solution. If BillPro is liable in connection with a breach of its obligations or for losses otherwise incurred by you, BillPro will be liable only for direct loss and not for indirect loss. Indirect loss means, but is not limited to, loss of goodwill, lost profits, missed (investment) opportunities, and missed savings. If and insofar as BillPro is liable to you, such liability will be limited in all cases to an amount equal to the amount received by BillPro in the form of revenue share from the Financial Institution introduced by BillPro in relation to the rates charged to you by the Financial Institution, to which the loss relates. In the event of an Agreement with a term of more than six (6) months, the liability of BillPro will be limited to the maximum of the amounts received by BillPro under the Agreement in the last six (6) months, exclusive of VAT. Notwithstanding the preceding paragraphs, the liability of BillPro will in all cases be limited to EUR 10,000 (ten thousand euros) per harmful incident. A series of connected incidents counts as one (1) incident. Any claim against BillPro will lapse by the elapse of a period of three (3) months after the harmful incident became known to you, except in the case of written acknowledgment of the claim by BillPro.

8.4 Force Majeure

Parties will not be liable in the event of Force Majeure. “Force Majeure” means: circumstances or events beyond the control of the Parties – regardless of whether these circumstances were foreseen or foreseeable at the time the Agreement is signed – because of which Parties cannot reasonably be required to comply with their obligations under the Agreement. These circumstances include in any case, but are not limited to: war, fire, natural disasters, labour disputes, power outages, strikes, epidemics, government rules and/or comparable rules, embargoes, non-compliance (due to bankruptcy or other reasons) by suppliers, Financial Institutions, Intermediaries, sub-contractors or any other third party or parties engaged by Parties in performing the Agreement, unavailability of the systems of Financial Institutions and/or telecommunication services and (attempted) unauthorised penetration in and/or unauthorised use of the systems, networks and databases belonging to BillPro, the Organisation, Intermediaries and/or Financial institutions, and/or on which BillPro, the Organisation, Intermediaries and/or Financial institutions depend, as well as all incompetent work performed on them by parties other than BillPro or third parties it has engaged.

8.5 Intellectual Property

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, trade name rights, trademark rights, domain names, patent rights, design rights, and database rights in relation to the platform or related items, will be vested exclusively in BillPro.

You have the right to use a Payment Service for the term of the Agreement, to the extent it is necessary for the performance of the Agreement. None of the stipulations in this Agreement will entitle you to any right with respect to the Billing Platform and/or the Payment Module in related terms.

You will never have the right to make an adaptation or modification to the Billing Platform and/or the Payment Module, nor the right to make copies of them, to decompile the Billing Platform and/or the Payment Module and/or to modify or to attempt to modify them otherwise.

8.6 Fair Use of the Platform

The BillPro platform is intended strictly for legitimate billing of the sale of goods and services and the secure collection of payments through Stripe or CardCorp merchant accounts. This policy describes the general guidelines for appropriate platform usage to ensure the best experience for all users.

When you use Stripe as your merchant account provider and accept payments exclusively in the BillPro core currencies (USD, GBP, EUR), BillPro offers free processing for the first 10,000 currency units per BillPro profile. You may create one BillPro profile per domain and associate one Stripe or CardCorp merchant account with each profile. You are also permitted to use multiple payment methods within a single profile.

As part of fair use of the platform, we consider that your order processing should meet or exceed the following thresholds:
Collection Rate: Successful collection of payments for more than 70% of orders created in the platform
Average Order Value: An average payment value of at least 10 currency units for currencies comparably valued to the euro.
If your usage does not fall within the above definition, we reserve the right to implement restrictions on your account at our discretion. This may include limiting access or imposing additional fees. If you anticipate processing more than 100,000 BillPro core currency units monthly, have very low or very high transaction values, or have a low order collection rate, contact BillPro customer service to discuss your specific use case.

For any questions or further clarification regarding this fair use clause, please contact BillPro customer service.

8.7 Complaints, Outages and Support

When you discover a problem that renders the Billing Platform or Payment Module unusable in the way specified in the Agreement, you must report this to BillPro as soon as possible. BillPro will process the report in its registration system, and then make maximum efforts to arrive at a remedy for an Outage within a reasonable time so that the Payment Module will once again provide the agreed functionality. BillPro will remain available during business hours to provide you with a reasonable level of technical support for your use of the Payment Module.

You are solely responsible for supporting your Customers. You are responsible for replying to emails from Customers within a reasonable time when the questions in the emails relate to the use of the Payment Module.

You must notify BillPro as soon as possible after discovering an Outage. In the event of an Outage, the following protocol must be followed:
(i) You must notify BillPro of the Outage as soon as possible;
(ii) BillPro will register this and provide you with a ticket number as a reference to the Outage;
(iii) BillPro will start an investigation into the Outage and make efforts to arrive at a Solution within a reasonable time; (iv) BillPro will inform you of the Solution put in place.

8.8 Term, End and Transfer of this Agreement

This Agreement is effective as of the date that this Agreement is accepted by you. The Agreement is effective for an indefinite period. Each Party has the right to terminate the Agreement, considering a notice period of at least one (1) calendar month. Each Party may terminate this Agreement with immediate effect (in writing) in case the other Party is declared bankrupt, has been granted a moratorium on payment, has discontinued its business activities, or has been liquidated. Each Party may terminate this Agreement after a period of 30 (thirty) days after being sent a written notice of default.

8.9 Miscellaneous Other Stipulations

This Agreement supersedes all previous agreements between the Parties, regardless of whether these agreements were made orally or in writing. BillPro reserves the right to amend this Agreement. The notification thereof can be made in writing, by email, or via the BillPro Dashboard. The amendments will enter effect one (1) month after notification, unless stipulated otherwise. If you do not wish to agree to these amendments, you will be entitled to terminate the Agreement, with a notice period of one (1) month.

This Agreement is governed exclusively by Gibraltar law and the Parties must bring disputes before the court in Gibraltar. If the court declares articles of this Agreement invalid, the other articles will remain fully in force.

BillPro has the right to outsource some of its services to third parties.

Transfer by you of this Agreement or the rights and obligations contained in it is only possible with prior written permission from BillPro, which permission can be given under certain conditions, to be determined at such time. You hereby give BillPro permission, in advance, to transfer an Agreement at any time desired by BillPro to a third party to be indicated by BillPro. If and insofar as necessary or desirable, you undertake as well to confirm the permission in writing.

The Organisation specifically warrants that it has the authority to enter into this Agreement and that the person(s) entering into this agreement on behalf of the Organisation are duly authorised and directed to do so by the Organisation. Furthermore, the Organisation warrants that all references hereinafter to the “Organisation” shall mean the Merchant and its officers, agents, and contracted agents.

BillPro Limited is a company registered in Gibraltar under company number 115795. Registered office address Suite 1 Burns House | 19 Town Range | GX11 1AA | Gibraltar. BillPro Limited works with a number of Merchant Acquirers. These acquirers undertake the processing of card transactions. Businesses will be required to enter into and maintain a separate contract with an acquiring bank nominated by BillPro for the processing of card transactions. Under the contract with the acquiring bank, transaction charges and other fees will apply. Fees are described in the pricing section of our website are representative of the fees charged by our nominated acquirers, but may not be exhaustive.

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