Merchant Agreement
We use an electronic signature system to obtain your digital signature on your Verotel Merchant Agreement, Please do not use the agreement below, as this is just an example of what articles the Merchant Agreement includes.
During the application and compliance process Verotel Merchant Applicants will receive the Verotel Merchant Agreement by email. This Merchant Agreement is pre filled with all correct information about you and your company.
VEROTEL MERCHANT SERVICES AGREEMENT
This Verotel Merchant Services Agreement is between Merchant, and Yoursafe B.V., a Dutch private company with limited liability ("Verotel").
Subject to the terms and conditions set forth below, Merchant engages Verotel to provide transaction processing and reporting. Verotel Online Payment Processing Services enables the Merchant's customers to purchase electronic authorization codes from Verotel via various means.
EXAMPLE VEROTEL ID:
| Company name | |
| Contact | |
| Company Address | |
| City, State, Zip | |
| Country | |
| E-mail address | |
| Telephone |
SERVICE FEES
ANNUAL FEES
| Annual Fees | Basic | Premium |
|---|---|---|
| Verotel Annual Registration Fee | €500.00 * | €0.00 |
| * Annual renewal fees for Verotel BASIC accounts will be waived if the transaction volume is at least €250 per week on the renewal date. | ||
CREDIT CARD FEES
Every Saturday the rate for the following week is set by the average weekly Euro transaction volume of the previous four weeks. For PREMIUM accounts only: a weekly fee of €25.00 applies on average weekly transaction volume of less than €1000.
Rate plan type:
Price recurring transactions: normal rate + 1.5%.
CHECK FEES (based on unique item) **
As referred to the Price Chart on Verotel's website
DIRECT DEBIT EU FEES (based on unique item) **
As referred to the Price Chart on Verotel's website
** Plus a hold-back based on each unique item. Please see section 2 of this Verotel Merchant Services Agreement for further details.
EXAMPLE FEATURES INCLUDED
| Features | Basic |
|---|---|
| Transaction logs | Included |
| Account overview | Included |
| Subscription Management | Included |
| Veronica anti-fraud | Included |
| Verotel SSL use | Included |
| Telephone support | Included |
| E-Mail support | Included |
| MasterCard/Visa Registration (if applicable) | Included |
| Compliance Monitoring | Included |
PAYMENT FEES CHECK & ACH PAYMENTS
| Payment Type | Basic | Premium |
|---|---|---|
| US Check | US registered beneficiary | USD 2.50 |
| International Check | Non US registered beneficiary | USD 0.00 |
| ACH | US registered beneficiaries only | USD 0.00 |
PAYMENT FEES INTERNATIONAL PAYMENTS
| Payment Type | Basic | Premium |
|---|---|---|
| Wires to an EUR account, with IBAN (EU only) | €7.50 | €7.50 |
| Wires to an account in United Kingdom | GBP 15.00 | GBP 15.00 |
| All other wires (international) | USD 30.00 | USD 30.00 |
TERMS & CONDITIONS
1. Description of Terms and Services
The following terms are defined for use in this Verotel Merchant Services Agreement:
"Acquirer" means a financial organization acting in its capacity as an acquirer of a Transaction from a Merchant.
"Charge Back" means a Customer Charge which the Acquirer identifies as being invalid after initial acceptance on account of fraud, lost, canceled, un-issued, invalid account identification, unresolved customer complaint or other cause which results in the deduction of the customer charge from moneys otherwise payable to Company.
"Code" or "Subscription Code" means the unique numeric code retrieved by a Customer from Company's automated billing system in order to access Merchant's restricted Web site.
"Company" means Yoursafe B.V., a company organized under Dutch law and registered with the Dutch Chamber of Commerce under trade register number 34180575.
"Credit Card Companies" means companies that issue licenses to issue and accept credit card and debit card payments and other forms of payments. Credit Card Companies include, but are not limited to, VISA Inc. and MasterCard Incorporated.
"Customer" means any person desiring to gain access to a restricted web site or buy a product from a website maintained by Merchant.
"Customer Charges" or "Charge to Customer" means the amounts indicated by Charge to Customer to be charged to the Customer's credit card account, bank account or phone bill.
"Escrow Stichting" means Stichting Geldbeheer Verotel, a third party escrow organization organized under Dutch law and registered with the Dutch Chamber of Commerce under trade register number 34367024.
"Marks" means the names, logos, trade names, logotypes, trademarks, service marks, trade designations, and other designations, symbols, and marks of Credit Card Companies that Credit Card Companies and/or its affiliates or subsidiaries own, manage, license, or otherwise control, make use of, and make available for use by Merchant, Company and other authorized entities. A "Mark" means any one of the Marks.
"Merchant" means the individual or business entity listed under "Merchant Company Name."
"Reseller/Affiliate Program" means any reseller, affiliate or affiliate-type marketing programs of Merchant, under which the Company may pay commissions earned by resellers and/or affiliates directly to such reseller and/or affiliates.
"Services" means any and all services offered to Merchant by Verotel and incorporates:
Verotel Online Payment Processing Services Merchant may refer any Customer desiring access to a restricted web site to the Company's automated billing systems for the purpose of obtaining Subscription Code(s). If authorized by Company, Merchant may under certain circumstances also sell products utilizing Verotel Online Payment Processing Services. The Merchant hereby agrees to accept any valid Code retrieved from Company as payment for access to the web site and where applicable as a receipt for the sale of a product online. Company's Payments Services include, but are not limited to, Credit Card, Verotel 1-900 US, Verotel 1-900 Europe, Direct Debit EU and Verotel Online Check. A current overview and description of all Payments Services can be found on www.verotel.com.
Verotel Subscription Management is an administrative service provided by Company in conjunction with Verotel Online Payment Processing Services. Merchant will be provided with online tools to administer subscribers for Merchant's website content.
"Standards" means the Amended and Restated Certificate of Incorporations, Bylaws, Rules, and policies, and the operating regulations and procedures of the Credit Card Companies, including but not limited to any manuals, guides or bulletins, as may be amended from time to time.
"Transaction" means the sale of goods or services by a Merchant to a Customer pursuant to acceptance of a payment by the Merchant.
"Verotel Merchant Services Agreement" means this agreement.
"Wft" means the Dutch Act on supervision of payment institutes ("Wet op het financieel toezicht"), as published in the Dutch Bulletin of Acts, Orders and Decrees 2009, number 437.
"Wwft" means the Dutch Act on the prevention of laundering and financing of terrorism ("Wet ter voorkoming van witwassen en financieren van terrorisme"), as published in the Dutch Bulletin of Acts, Orders and Decrees 2008, number 303.
2. Payment
Verotel Online Payment Processing Services
Company will cause the Customer Charges to be charged to the Customer. Company thereafter will receive payment on account of Customer Charges from the Processor or other payment service provider. Company will hold Customer Charges in an escrow account maintained by Escrow Stichting, subject to the terms and conditions set forth in this Verotel Merchant Services Agreement. Company will pay Merchant the Customer Charges, less Service Fees and other amounts due to Company, as set forth in this Verotel Merchant Services Agreement, and subject to the terms and conditions set forth in this Verotel Merchant Services Agreement.
Company will pay Merchant on a daily basis, provided that Merchant has met all requirements set forth in this Verotel Merchant Services Agreement. Company reserves the right to delay payment to Merchant if Company, in its sole judgment, determines that Merchant may be performing activities harmful to Company or its employees, vendors, business relationships or any other users of the Internet, or if Company determines that Merchant may be in breach of this Verotel Merchant Services Agreement.
Company will maintain a rolling reserve of 10% of Customer Charges for a period of 6 months. This reserve will be released to Merchant after the 6-month period, subject to the terms and conditions set forth in this Verotel Merchant Services Agreement.
Company may, at its discretion or at the direction of its Acquirer, the Credit Card Companies or any external party, immediately suspend or terminate payment processing for activity deemed to be fraudulent or otherwise wrongful by the Company, its Acquirer, or the Credit Card Companies.
3. Service Fees
Merchant agrees to pay Company the Service Fees as set forth in this Verotel Merchant Services Agreement. Service Fees are calculated as a percentage of Customer Charges, and are deducted from Customer Charges prior to payment to Merchant. Service Fees are non-refundable.
Company reserves the right to modify Service Fees upon thirty (30) days written notice to Merchant. Any modification to Service Fees will apply to Transactions processed after the effective date of such modification.
4. Chargebacks
Merchant is responsible for all Chargebacks. Company will deduct the amount of any Chargeback, plus any associated fees, from Merchant's account or from amounts otherwise payable to Merchant. Merchant agrees to cooperate with Company in resolving Chargebacks.
If Merchant's Chargeback ratio exceeds 1.0% of total Transactions over any four-week period, Company may, at its discretion, increase Service Fees or suspend or terminate this Verotel Merchant Services Agreement.
5. Representations and Warranties
Merchant represents and warrants that: (a) Merchant has the legal right and authority to enter into this Verotel Merchant Services Agreement; (b) Merchant will comply with all applicable laws and regulations; (c) Merchant's website and content do not violate any laws or regulations, or infringe upon any third-party rights; (d) Merchant will not use the Services for any illegal or fraudulent purpose; and (e) all information provided by Merchant to Company is accurate and complete.
Company represents and warrants that: (a) Company has the legal right and authority to enter into this Verotel Merchant Services Agreement; (b) Company will provide the Services in a professional manner; and (c) Company will comply with all applicable laws and regulations in providing the Services.
6. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM MERCHANT'S USE OF THE SERVICES.
Company shall not be responsible for delays or failures in performance resulting from causes beyond Company's reasonable control, including, but not limited to, vandalism, theft, phone service outages, Internet disruptions, extreme or severe weather conditions or any other causes in the nature of "acts of God" or force majeure. Company shall not be responsible for consequential damages or punitive or exemplary damages under any circumstances. In no case shall Merchant be entitled to recover damages from Company which exceed the sum of the Service Fees retained by Company under this Verotel Merchant Services Agreement during the three months prior to the event giving rise to the claim for damages.
7. FORCE MAJEURE
EXCEPT FOR MERCHANT PAYMENTS TO COMPANY PURSUANT TO THIS VEROTEL MERCHANT SERVICES AGREEMENT, NEITHER PARTY SHALL BE LIABLE FOR DELAYS IN ITS PERFORMANCE HEREUNDER DUE TO CAUSES BEYOND ITS CONTROL, INCLUDING BUT NOT LIMITED TO DELAYS OCCASIONED BY ACTS OF NATURE, POWER OUTAGES, FLOODS, EXPLOSIONS, EARTH QUAKES OR OTHER DISASTERS.
8. Indemnification
Merchant is fully responsible for the contents of Merchant's Web site and follow the content policy of Company. The content policy of Company will be sent on request and is published on www.verotel.com. The Merchant is further fully liable for the contents and accuracy of all the advertising and advertisements appearing on Merchant's Web site. The Merchant is also fully liable for any promotions, whether appearing on the Merchant's Web site or otherwise offered by the Merchant in reference to any of the Merchant's offerings. The Merchant hereby certifies to the Company that the Merchant is either the owner of or that the Merchant has the legal right and authority to use, utilize or disseminate all information, data, graphics, text, video, music or intellectual property which either same forms a part of the Merchant's Web site or is in any way or manner incorporated into the Merchant's Web site, which Merchant provides Merchant's customers, or those accessing the Merchant's Web site or, which is otherwise used or utilized by the Merchant in its advertising or promotion, be same done or provided on the Merchant's Web site or otherwise.
Merchant agrees to comply with all record keeping requirements and post appropriate notices on the Merchant's website. Pursuant to 18 U.S.C. §2257 and 28 C.F.R. 75 Company may require Merchant at any time to provide proof of 18 U.S.C. §2257 and 28 C.F.R. 75 documentation and compliance therewith. Failure to comply with 18 U.S.C. §2257 and 28 C.F.R. 75 may result in immediate suspension of processing.
Merchant agrees to indemnify and hold harmless the Company, its employees, officers, agents, directors or successors, from any and all fines, penalties, losses, claims, expenses, or other liabilities, resulting from or in connection with this Verotel Merchant Services Agreement. Company assumes no liability of the Merchant for the Merchant's failure to follow and adhere to the terms of this Verotel Merchant Services Agreement, and any results caused by the acts, omissions or negligence of the Merchant, its subcontractor(s), agents, employees, or directors, or any of them, including, but not limited to, claims of third parties arising out of or resulting from, or in any manner in connection with, the Merchant's content, messages, programs, caller contracts, promotions, advertising, infringement or any claim for defamation, libel or slander, or for violations of copyrights, patents, trademarks, service marks, or other intellectual property rights. The Merchant acknowledges and agrees to reimburse and make the Company whole for any and all legal fees and costs incurred by the Company for any claims made in reference to or in any manner arising out of the Merchant's utilization of its Web site or arising out of the Merchant's obligations under this Verotel Merchant Services Agreement, regardless of whatever such claims rightfully or wrongfully are asserted against the Company. This obligation of the Merchant shall arise and bind the Merchant regardless of whether or not litigation against the Company is actually instituted by a third party, and shall include all sums paid by the Company, its sole judgment and discretion, to any third-party to compromise an asserted claim prior to the commencement of litigation, or during litigation, or to satisfy any monetary judgment against the Company, or sums advanced by the Company to allow it to comply with any injunctive directive of a court order or of a settlement.
9. Term
The term of this Verotel Merchant Services Agreement shall continue until a notice of cancellation by Company or Merchant is received in writing or until terminated under other provisions of this Verotel Merchant Services Agreement. Company reserves the right to terminate this Verotel Merchant Services Agreement without cause upon notification to the Merchant. Company in its sole judgment, may terminate any Service for any Merchant immediately upon any breach of the terms set forth in this Verotel Merchant Services Agreement, including, but not limited to the determination of Company, in its sole judgment, that such Merchants may be performing activities harmful to Company or its, employees, vendors, business relationships or any other users of the Internet. Company may, at its discretion or at the direction of its Acquirer, the Credit Card Companies or any external party, immediately terminate this Verotel Merchant Services Agreement for activity deemed to be fraudulent or otherwise wrongful by the Company, its Acquirer, or the Corporation.
10. Default
In the event Merchant defaults in any provision or fails to perform pursuant to this Verotel Merchant Services Agreement, Company shall be entitled to damages, costs and attorney's fees from the Merchant.
11. Invalid or non-enforceable provisions
The invalidity or unenforceability of any provision of this Verotel Merchant Services Agreement, as so determined by a court of competent jurisdiction, shall not affect any other provision hereof, and in any such occasion, this Verotel Merchant Services Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.
In the event of any inconsistency between any provision of this Verotel Merchant Services Agreement and the Standards, the Standards will prevail.
12. Choice of law/venue
This Verotel Merchant Services Agreement shall be construed and enforced in accordance with the laws of the Netherlands and the venue for any action, dispute or proceeding with respect to this Verotel Merchant Services Agreement shall be the Netherlands.
13. Captions
The captions in this Verotel Merchant Services Agreement are for convenience only and shall not be used in interpreting, construing, performing or enforcing this Verotel Merchant Services Agreement.
14. Amendments and modifications
Except as hereinafter provided no amendment or modification of this Verotel Merchant Services Agreement shall be valid unless same is in writing and signed by all parties hereto. Company may amend this Verotel Merchant Services Agreement to take into account changes in law or regulations or industry mandates and to accommodate changes imposed on Company by its Acquirer, and to make other changes deemed necessary by the Company, provided that such changes do not materially alter the ongoing obligations of the parties, by sending Merchant a specimen of the changed Verotel Merchant Services Agreement. Unless Merchant rejects the changed Verotel Merchant Services Agreement and terminates this Verotel Merchant Services Agreement by notice to Company in writing within fifteen (15) days after Company sends the changed Agreement, the changed Processing Service Agreement shall replace this Processing Service Agreement and be in full force and effect.
Company is responsible for the Card acceptance policies and procedures of the Merchant, and may require any changes to its Web site or otherwise that it deems necessary or appropriate to ensure that the Merchant remains in compliance with the Standards governing the use of the Marks.
15. No dissolution, no nullification
Taking into consideration the other provisions in this Verotel Merchant Services Agreement and to the extent permitted by law, Merchant hereby waives its rights pursuant to Articles 6:265 to 6:272 inclusive of the Dutch Civil Code to dissolve or demand in legal proceedings the dissolution of this Verotel Merchant Services Agreement. Furthermore, to the extent permitted by law, Merchant hereby waives its rights under Article 6:228 of the Dutch Civil Code to nullify or demand in legal proceedings the nullification of this Verotel Merchant Services Agreement on the ground of error.
16. Entire agreement
The signature below of Merchant or Merchant's authorized representative acknowledges that Merchant has read, understood, and accepted this Verotel Merchant Services Agreement, that this Verotel Merchant Services Agreement contains the entire agreement of the parties and that no other agreements, instruments or writings are in effect, and that Merchant assumes all obligations under this Verotel Merchant Services Agreement pertaining the web sites described in this Verotel Merchant Services Agreement and its schedules.
I understand and agree to abide by the terms of this Verotel Merchant Services Agreement