PagaDirect - Payment Solutions

Terms & Conditions

Terms & Conditions PagaDirect

The General Conditions consist of the following parts:

PART A - GENERAL

Definitions
Agreement and applicability General Conditions
Conditions imposed by Financial Institutions
Offers

PART B - SERVICE PROVISION BY PAGADIRECT

Service provision by PagaDirect
Web Application
Reporting failures in the service provision

PART C - REGISTRATION WITH PAGADIRECT

Acceptance Merchant
Acceptance and registration with Financial Institutions

PART D - CREDIT BALANCES AND PAYMENTS

Payments
Payment to Merchant
Chargeback and Refunds
Security
Additional fee

PART E - GENERAL

Duration of the Agreement
Legal obligations
Rights and obligations Merchant
Engagement of third parties by Merchant
Engagement of third parties by PagaDirect
Confidentiality
Liability
Force Majeure
Processing personal data
Complaints
Governing law and competent court

PART A - GENERAL

Definitions

In the General Conditions and in the Agreement, the following capitalized terms have the meanings specified behind them (definitions in the singular have the same meanings in the plural, and vice versa):

Registration Number:

the identification of Merchant at the Financial Institution that supports the Payment Method that Merchant makes use of through the Web Application. This identification can be based on an agreement between Merchant and the Financial Institution or on an agreement between PagaDirect and the Financial Institution. PagaDirect conforms to applicable Know-Your-Customer regulations.

Commencement Date:
the date on which the Agreement has been entered into by Parties as specified in the Agreement

Customer:
a consumer or an organization that has agreed with Merchant that Merchant will deliver a (digital) product or service to the relevant consumer or organization against payment of an agreed fee to Merchant

General Conditions:
these general conditions of PagaDirect

Payment Services:
the Payment Method that PagaDirect makes available to Merchant under the Agreement, the functionalities of which have been described by PagaDirect and made available to Merchant.

Payment Method:
a method for receiving and processing Payment Orders, made available by PagaDirect to Merchant under the Agreement, the functionalities of which have been described by PagaDirect and made available to Merchant.

Payment:
the payment through a Payment Method by Customer to Merchant of a fee for the services provided or to be provided and/or the products and/or Chargebacks and/or Refunds delivered or to be delivered by Merchant.

Depository:
Stichting derdengelden Onlinepaycaribe, with registered office in Willemstad and listed in the trade register of the Chamber of Commerce under number 143432.

Chargeback:
the possibility for a Customer to reverse a Payment, as a result of which the Financial Institution sets off the fee (already transferred) against the balance of the account of Merchant, or reverses it.

Clients' Account:
the bank account number issued by a supervised bank in the name of the Depository on which the Credit Balance and/or the Security is held.

ANG:
the Dutch Antillean Guilder, the legal tender in Curaçao & Sint-Maarten.

Financial Institution:
an institution that offers Payment Methods, initiates and/or processes Payments and has entered into an agreement for this purpose with PagaDirect, Merchant or Customer.

Merchant:
a natural or legal person that purchases payment services from PagaDirect.

Security:
the amount set by PagaDirect that Merchant must hold with the Depository to cover the financial risks that PagaDirect and/or the Depository are exposed to pursuant to the provision of Payment Services to Merchant.

Agreement:
agreement for acceptance of payments as agreed by PagaDirect and Merchant.

Party:
PagaDirect or Merchant, jointly the Parties

PagaDirect:
Onlinepaycaribe N.V., with registered office and principal place of business in Willemstad and listed in the trade register of the Chamber of Commerce under number 141829, a payment institution.

Refund:
the repayment to Customer of (a part of) the Transaction Amount at the request of Merchant

In Writing:
by letter or by e-mail and in so far as it concerns the provision of information by PagaDirect to Merchant also by invoice, the Web Application or the Website

Contra Account:
the bank account number in the name of a Merchant issued by a supervised bank with respect to which PagaDirect can pay or receive or have paid or received monies pursuant to the Agreement

Balance:
the balance of payments that the Depository receives and holds for Merchant on the instructions of PagaDirect, whether or not after deduction of amounts to be settled

Transaction Amount:
the amount of the Payment

Transaction Costs:
the fee that Merchant pays to PagaDirect in respect of a Payment

Web Application:
the online user account made available by PagaDirect to Merchant through which Merchant can make use of the Payment Services

Website:
www.pagadirect.com

Business Day:
from Monday to Friday between 9:00 in the morning until 17:00 in the afternoon, with the exception of national public holidays

FSA:
the Financial Supervision Act and regulations based thereon as in force from time to time.

Agreement and applicability General Conditions
1. The General Conditions apply to all offers, legal relationships and agreements that relate to or arise from the provision of services by PagaDirect.
2. The applicability of general conditions used by Merchant is explicitly rejected. The conditions stipulated in the General Conditions and the Agreement apply. Derogations from the Agreement and/or the General Conditions are only legally valid if they have been confirmed in Writing by PagaDirect.
3. If any provision of the General Conditions is void or voidable, then the other provisions will remain in full force and the void or voidable provision(s) of the General Conditions will be replaced with (a) valid provision(s), as much as possible with due observance of the purpose and scope of the void or voidable provision(s).
4. PagaDirect may at any time amend the General Conditions. PagaDirect will inform Merchant in Writing about an amendment to the General Conditions. If the amended General Conditions are not acceptable to Merchant, Merchant will be entitled to terminate the cooperation. If Merchant does not proceed to termination of the cooperation within 14 days after the amended General Conditions have been made available, Merchant will be deemed to have accepted the amended General Conditions.
5. In derogation from paragraph 4 of this article, an amendment to the General Conditions or the Agreement made by PagaDirect without prior notification by PagaDirect to Merchant will be binding for PagaDirect and Merchant if, in the reasonable opinion of PagaDirect, the amendment is related to or arises from (a change in) laws and regulations, a court judgment, an instruction or a binding advice to which PagaDirect is bound or considers itself bound, and the amendment must be implemented within a month.
6. In case of conflict between further agreements within the meaning of paragraph 2 of this article, confirmed in Writing by PagaDirect, and the Agreement and the General Conditions, the following order applies: (1) further agreements confirmed in Writing by PagaDirect; (2) the Agreement; and (3) the General Conditions.

3. Conditions imposed by Financial Institutions

In addition to the conditions contained in the Agreement and these General Conditions, Financial Institutions have general and specific conditions that may apply to Merchant. In so far as Merchant makes use of (a payment method of) a Financial Institution, it is Merchant's own responsibility to take note of the conditions of the Financial Institution that apply to it. Merchant is fully responsible for complying with such conditions. If the Financial Institution brings any claim against Merchant for failure to comply with the conditions, then PagaDirect will never be liable for this.

4. Offers

All offers, as well as the prices, fees and periods stated by PagaDirect, are always without obligation and may be revoked by PagaDirect, unless explicitly stated otherwise. Merchant guarantees the correctness and completeness of the information provided by or on behalf of it to PagaDirect, on which PagaDirect bases its offer.

PART B - SERVICE PROVISION BY PAGADIRECT

Service provision by PagaDirect
1. PagaDirect offers Merchant the possibility to make use of the Payment Services for the processing of Payment Orders and the Payments arising from them. Merchant may use the Payment Services only for the website(s) specified in the Agreement. Merchant declares that it is entitled to the use of the website(s) specified in the Agreement.
2. Merchant is not allowed to make use of the Payment Services for other websites than those specified in the Agreement without Written permission of PagaDirect.
3. PagaDirect is never responsible and liable, neither legally nor financially, for the non-payment by a Customer of the products and/or services purchased by this Customer from Merchant or for the costs that a Merchant must make to still recover the money from a Customer.
4. PagaDirect is authorized to suspend the use of the Payment Services by Merchant if there are facts and/or circumstances based on which PagaDirect can reasonably conclude that Merchant uses the Payment Services for website(s) and/or goods/services about which Merchant has not informed PagaDirect in Writing.
Web Application
1. PagaDirect is the owner of all rights of intellectual property relating to the Web Application, unless it explicitly appears otherwise. Merchant has a limited, non-exclusive, non-transferable right to use the Web Application during the term of the Agreement.
2. Without the explicit written permission of PagaDirect it is not allowed to copy, distribute or reuse in any way any information that is provided on the Web Application, unless this is explicitly indicated with the information.
3. PagaDirect does its utmost to ensure that all published data are reliable and up-to-date. Inaccuracies can nevertheless occur. PagaDirect, the Depository and the companies, partners and suppliers affiliated with it, are not liable for damage resulting from inaccuracies, problems caused by, or problems that are inherent to the distribution of information through the Website, the Web Application or through other media on the internet, nor for technical failures.
4. PagaDirect will regularly carry out maintenance on the Web Application. PagaDirect is entitled to install temporary solutions or workarounds or problem-avoiding restrictions in the Web Application. PagaDirect will endeavour, to the best of its ability and knowledge, to minimize interruptions, errors, and/or failures.
5. No rights can be derived from the information on the Web Application.
6. PagaDirect reserves the right to adjust the information that is available through the Web Application at any time without communicating this in advance or afterwards.
7. PagaDirect endeavours to protect the Web Application, the connection and the data adequately.
8. Merchant arranges for the purchase and undisturbed availability of all (internet and/or telecommunications) services, equipment and software that are needed to use the Web Application.
Reporting failures in the service provision
1. Merchant shall report failures relating to the services provided and/or the fees deducted in Writing to PagaDirect within 30 days after the transaction between Merchant and Customer, or within 45 days after discovery of the failure if Merchant proves that it could not reasonably have discovered the failure earlier. After expiry of the above periods, Merchant will be deemed to have accepted the services provided.
2. Complaints do not suspend the payment obligation of Merchant - for the part to which no complaint relates.

PART C - REGISTRATION WITH PAGADIRECT

Acceptance Merchant
1. The agreement is formed under the suspensive condition that PagaDirect accepts Merchant. Acceptance takes place after:
  - Merchant's identity has been established by PagaDirect in accordance with the statutory provisions;
  - the identity of Merchant has been verified in accordance with the statutory provisions; and
  - Merchant has been accepted by PagaDirect, which decision is solely to the discretion of PagaDirect.
2. To enable PagaDirect to establish Merchant's identity as referred to in paragraph 1 of this article, Merchant and its representatives are obliged to cooperate fully and provide the information requested by PagaDirect to establish and verify their identity. If Merchant is a legal entity or a cooperation, Merchant and its representatives are obliged, on first request of PagaDirect, to give insight into the ownership and control structure of the legal entity or the cooperation.
3. A change in the information provided by Merchant to PagaDirect pursuant to paragraph 2 of this article must as soon as possible be communicated to PagaDirect in Writing. Changes in the authority of Merchant or its representatives or agents, including changes that have already been entered in the public registers, are only valid towards PagaDirect after PagaDirect has been informed about them in Writing by or on behalf of Merchant.
4. PagaDirect may make copies of the documents provided by Merchant and/or its representatives, showing the data as referred to in paragraphs 2 and 3 of this article, and register and keep the data with due observance of article E 9 of the General Conditions (Processing Personal Data).
5. As part of the acceptance procedure of Merchant as referred to in paragraph 1 of this article, PagaDirect assesses the products/ services that Merchant offers through its website(s). Merchant declares that the information provided to PagaDirect on this point is complete and accurate. As soon as Merchant makes changes in the products/ services that Merchant offers through the website(s) specified in the Agreement, it shall immediately communicate this to PagaDirect in Writing.
6. Merchant provides PagaDirect on its first request with additional information about its activities, purposes and the products and/or services on its website. It is among other things not allowed that the content of the website of Merchant:
  - is of a violent nature;
  - discriminates on the basis of race, sex, religion or personal belief;
  - engages in, encourages or promotes illegal activities;
  - prejudices the good name and reputation of the affiliated Merchants and/or affiliates; and
  - infringes on copyrights, trademarks or other rights of any third parties.
7. On request Merchant shall inform PagaDirect about the origin of the monies deposited or to be deposited with the Depository.
8. PagaDirect has the right not to accept a Merchant, without giving reasons, or to terminate an existing relation.
Acceptance and registration with Financial Institutions
1. With a view to the offering of certain Payment Methods, PagaDirect will start an acceptance procedure with the relevant Financial Institution. PagaDirect cannot guarantee acceptance of Merchant by the Financial Institutions with a view to the offering of certain Payment Methods to Customers. Merchant shall provide PagaDirect with all documentation and information that are needed to complete the acceptance procedure with the Financial Institution successfully. If Merchant is not accepted by a Financial Institution, then Merchant cannot hold PagaDirect liable for this.
2. Merchant collects Payments by making use of the Web Application. To this end, Merchant uses the contracts that PagaDirect has with the Financial Institution, or the own contracts that Merchant has with the Financial Institution.
3. There is a contractual relationship between Customer and Merchant or between Customer and Financial Institutions. PagaDirect is outside this contractual relationship and is only a contracting party for the Financial Institution and for Merchant.
4. If Merchant has an own Registration Number and this is used for processing Transactions for specific Payment Methods through the Web Application, then PagaDirect does explicitly not have a contractual relationship with the Financial Institution for the transactions that have been processed through Merchant's own Registration Number.

PART D - CREDIT BALANCES AND PAYMENTS

Payments
1. PagaDirect is authorized to receive payments on bank accounts that are registered in the name of the Depository.
2. Merchant ensures that the contractual relationship between Merchant and Customer allows that PagaDirect can receive Payments intended for Merchant. Merchant has the obligation to inform Customers or potential Customers adequately about the manner in which Customers can make Payments to Merchant in a valid manner by means of the Payment Services.
3. Merchant indemnifies PagaDirect and the Depository against claims that Customers may have in respect of Payments that Customers have made to the Depository.
Payment to Merchant
1. On the instructions of PagaDirect, the Depository pays a Balance to Merchant.
2. When paying a Balance to Merchant, the Depository deducts, on the instructions of PagaDirect, the Transaction Costs and any other amounts payable by Merchant to the Depository and/or PagaDirect.
3. PagaDirect will invoice nonrecurring and continuous costs from theCommencement Date.
4. By entering into the Agreement, Merchant authorizes PagaDirect to charge outstanding amounts (claim of PagaDirect against Merchant) to the Contra Account by means of a standing order.
5. PagaDirect will make Payments to Merchant only after they have been received on the Depository’s Account.
6. PagaDirect can suspend the making of the Payments in case of (a suspicion of) improper use or fraud by Customer(s) or Merchant.
7. Payment of monies to Merchant will only be made on the Contra Account.
8. PagaDirect will pay the monies in the currency as agreed in the Agreement. Unless otherwise agreed, payment takes place in ANG.
9. If PagaDirect proceeds to taking collection measures in order to collect outstanding claims, the costs of collection will be charged to Merchant, with a minimum of 15% of the outstanding claim.
Chargeback and Refunds
1. PagaDirect is entitled to set off Chargebacks and Refunds against the Credit Balance. In so far as the Credit Balance is not sufficient to set off the Chargebacks and Refunds, PagaDirect will collect this amount from Merchant. By signing the Agreement, Merchant authorizes PagaDirect to charge the outstanding amounts that cannot be set off to the Contra Account by means of a standing order. Merchant indemnifies PagaDirect against all direct and indirect costs and liabilities resulting from Chargebacks and Refunds, regardless of their correctness.
2. If Merchant has many Chargebacks, a Financial Institution may impose a fine on Merchant. PagaDirect may at any time charge these fines and additional costs on to Merchant, if and in so far as set off by the Institution against payments intended for the Merchant concerned, or set them off against the Credit Balance. If the Financial Institution discontinues the Registration Number of Merchant, then PagaDirect will not be liable for this.
Security
1. PagaDirect may oblige Merchant to maintain a Security. The amount of the Security is set at the discretion of PagaDirect. The Security is held on a Clients' Account. The Depository pays the Security to Merchant on the instructions of PagaDirect, as soon as Merchant has fulfilled all (possible) obligations to PagaDirect and/or the Depository.
2. By accepting these General Conditions, Merchant has:
  - undertaken to pledge the Security to PagaDirect and the Depository as security for any claim that PagaDirect and/or the Depository has or acquires against it at any time, on whatever ground;
  - in so far as legally possible, pledged the Security referred to under a to PagaDirect;
  - given PagaDirect and the Depository an irrevocable power of attorney, with the right of substitution, to pledge the Security on behalf of Merchant, if necessary repeatedly, to itself, and do everything that is useful for the pledging.
3. Merchant guarantees that it is authorized to pledge and that the Security is or will be free of rights and entitlements of others than PagaDirect and the Depository.
4. PagaDirect and/or the Depository may only proceed to enforcing the pledge if Merchant has a due and payable debt to it and Merchant fails to pay it. PagaDirect will not enforce the pledge beyond what is needed to pay the debt of Merchant.
Additional fee
1. In so far as, through Merchant's actions or omissions, PagaDirect must perform additional activities to provide the Payment Services, PagaDirect may charge an immediately payable additional fee for this. Such additional fees will be charged, for example, at the moment when PagaDirect considers it necessary to intervene in the communications between Merchant and Customer (ANG 50) or at the moment when PagaDirect receives an unjustified collection notification (MAI) from an Acquirer (ANG 175).

PART E - GENERAL

Duration of the Agreement
1. The Agreement is entered into for the period of one (1) year starting on the Commencement Date, which period will be tacitly renewed by each time a period of one (1) year. To prevent tacit renewal, PagaDirect and/or Merchant shall give notice of termination of the Agreement no later than three (3) months before the end of the then current period. Notice of termination shall be given in Writing by registered letter.
2. PagaDirect may (i) suspend payments and the processing of Payment Orders and/or other obligations in whole or in part with immediate effect and/or (ii) terminate the Agreement in Writing without notice of default with immediate effect, if:
  1. Merchant is granted a suspension of payments or Merchant is declared bankrupt, or a petition to that effect has been submitted;
  2. the company of Merchant is liquidated or terminated otherwise than for the purpose of a restructuring or merger of companies;
  3. Merchant is a natural person and is placed under guardianship, under administration, is subjected to a debt rescheduling or dies;
  4. Merchant is involved in fraudulent acts or acts that are otherwise in violation of laws and/or regulations and/or the acceptance policy of PagaDirect, or PagaDirect suspects this;
  5. Merchant does not or no longer meet the conditions of the acceptance policy conducted by PagaDirect and/or, in the opinion of PagaDirect, the image and/or the brand of PagaDirect is prejudiced or threatens to be prejudiced by acts or omissions of Merchant;
  6. a prejudgment or executory attachment is levied against PagaDirect or the Depository at the expense of Merchant;
  7. PagaDirect knows or suspects that Merchant fails to fulfil or has failed to fulfil one or more of its statutory or contractual obligations;
  8. PagaDirect receives instructions to suspend or terminate from a Financial Institution, an Acquirer, a supervisor or a government agency;
  9. the Credit Balance is insufficient to set off Transaction Costs, other costs or obligations and fees, and Merchant has not immediately supplemented the Credit Balance or otherwise arranged for payment;
  10. Merchant acts in violation of the conditions stipulated by Financial Institutions, in so far as applicable to Merchant, and/or acts in violation of the applicable laws and regulations in the field of privacy and the protection of personal data;
  11. Merchant violates one or more of the parts of article E 3; and
  12. in case of a change of circumstances (for example a change in laws or regulations or a change of owner of Merchant) as a result of which PagaDirect cannot reasonably be required to continue the Agreement.
3. PagaDirect will inform Merchant as soon as possible if PagaDirect exercises its suspension right. If possible, PagaDirect will inform Merchant about the reason for the suspension. PagaDirect may attach conditions to terminating the suspension. PagaDirect is not obliged to reimburse any damage resulting from PagaDirect's exercise of its suspension right. A suspension can be followed by a notice of termination of the Agreement if the ground for termination has not been eliminated or Merchant fails to meet conditions set by PagaDirect.
4. If Merchant has made use of a Payment Method under which the Customer has the possibility to reverse the Payment, the Agreement will also remain in force after termination of the Agreement between the Parties, until the reversal period for the Payments received by PagaDirect for Merchant has expired.
Legal obligations
1. PagaDirect complies with regulations to act as a payment institution. Based thereon, PagaDirect shall comply with specific laws and regulations that relate to its activities.
2. PagaDirect and Merchant ensure that all relevant laws and regulations, in particular applicable Money Laundering and Terrorist Financing (Prevention) provisions, are always complied with.
3. Under the FSA, PagaDirect shall separate the monies it receives from Customers from the assets of PagaDirect. To this end it has incorporated the Depository. On the instructions of PagaDirect, the Depository receives and manages the monies originating from Customers. Conditions have been agreed between PagaDirect and the Depository concerning the management and the safekeeping of funds..
Rights and obligations Merchant
1. Merchant is responsible for compliance with the laws and regulations applicable to its activities, the Agreement, the General Conditions and specific instructions from PagaDirect and/or the Depository.
2. Merchant will not deliver or make available goods and/or services in violation of applicable laws and or regulations. If it appears that Merchant acts in violation of applicable laws or regulations, then PagaDirect may discontinue its service provision with immediate effect and without prior notice to Merchant and in addition at the same time proceed to immediate termination of this Agreement.
3. Merchant is obliged to handle all means of access to the Web Application confidentially and only make them available to its employees or to third parties engaged by Merchant who need to have access to the Web Application within the framework of their daily activities.
4. Merchant may not make the functionality of the Web Application available to third parties or use it for the benefit of third parties without prior permission of PagaDirect.
5. Merchant shall make all information that PagaDirect, in its opinion, needs for the provision of its services available to PagaDirect in a timely manner, in the form desired by PagaDirect and in the manner desired by PagaDirect. Merchant guarantees the accuracy, completeness and reliability of all information made available by Merchant to PagaDirect.
6. Orders, statements and communications from Merchant to PagaDirect shall be sent to the address of PagaDirect as specified on the Website.
7. If Merchant acts in violation of what is provided in laws and regulations, the Agreement and/or the General Conditions, or if there is a valid suspicion that it does, Merchant will be obliged to cooperate in an investigation of the violations and give access to its administration, its electronic files and the data on a server used by Merchant.
8. Merchant shall refrain from activities that may prejudice the reputation and/or the brand PagaDirect and/or its trade names.
9. Merchant shall have the required permit, registrations and/or permission to conduct its business and make copies hereof available to PagaDirect on first request of PagaDirect.
Engagement of third parties by Merchant
1. If Merchant engages third parties, Merchant remains responsible for the compliance with the Agreement.
2. If Merchant engages third parties, Merchant shall ensure that, in so far as applicable, it is included in the agreement with the third party concerned that the third party will comply with the Agreement and that Merchant will enforce fulfilment of these obligations in court on first request of PagaDirect.
Engagement of third parties by PagaDirect
1. PagaDirect is authorized to make use of the services of third parties in its service provision.
2. PagaDirect will exercise due care in the selection of the third parties referred to in this article.
Confidentiality
1. Parties undertake to observe confidentiality, until six months after termination of the Agreement, with regard to information about machines, inventions, patents, copyrights, drawings, contracts, organization, suppliers and customers and furthermore with regard to all other business matters of Parties of which the other party knew or should have known that they were of a confidential nature.
2. Parties fully guarantee that their employees, advisers and directors as well as third parties engaged by the Parties will comply strictly with the provisions regarding confidentiality.
3. The Parties will impose their obligations under this article on any third parties engaged by them.
4. Without permission of Merchant, PagaDirect is not entitled to use the information made available to it by Merchant for any other purpose than for which it was received. An exception is made in the event that PagaDirect acts for itself in administrative, civil, supervisory or criminal proceedings in which these documents may be relevant and/or have been claimed. PagaDirect will inform Merchant of the documents submitted to third parties, unless this is not allowed because of statutory requirements.
5. On violation of the provisions of this article, PagaDirect will be entitled to terminate the Agreement with immediate effect.
Liability
1. PagaDirect is only liable in so far as this follows from the Agreement and the General Conditions.
2. If PagaDirect is in default and this default is a direct consequence of an attributable failure of PagaDirect, Merchant shall as soon as possible inform PagaDirect about this in Writing. To enable PagaDirect to react adequately to the failure within a reasonable period, the notice of default shall contain a description of the failure as detailed as possible.
3. PagaDirect is only liable for a failure attributable to it if Merchant has given PagaDirect notice of default in the manner described in paragraph 2 of this article and PagaDirect has not adequately remedied the failure attributable to it within a reasonable period.
4. PagaDirect is not liable for reversals and/or complaints of Customers or for the refusal of a third party to execute a payment order of a Customer.
5. PagaDirect is only liable to Merchant for damage or loss resulting from non-compliance or late or improper compliance with the Agreement and the General Conditions in so far as such damage is due to intent, deliberate recklessness or gross negligence of PagaDirect, of third parties engaged by PagaDirect, or in so far as the damage is at PagaDirect's risk according to common opinion.
6. PagaDirect is never liable for indirect damage such as consequential damage, lost profits, missed savings and damage resulting from business interruption.
7. Condition for the arising of any right to compensation is always that Merchant informs PagaDirect in Writing about the damage as soon as possible after the damage has become known or could have become known to Merchant.
8. The liability of PagaDirect is always limited to a maximum amount of ANG 1,000 per incident and per calendar year.
9. The limitation of liability laid down in this article also applies to third parties engaged by PagaDirect within the framework of the service provision by PagaDirect. This means that such third parties can directly invoke this limitation of liability.
Force Majeure
1. None of the Parties is obliged to fulfil any obligations if they are prevented from doing so as a result of force majeure. Force majeure exists if the non-fulfilment cannot be attributed to a Party, because it is through no fault of it, nor for its account pursuant to the law, a legal act or common opinion.
2. If a force majeure situation has existed for more than 7 days, Parties have the right to terminate the Agreement by Written notice with immediate effect. What has already been performed pursuant to the Agreement will then be settled proportionally, without Parties having any further debts towards each other.
3. Force majeure within the framework of the Payment Services Provision includes in any case, without excluding any other force majeure situations:
  1. a delay in the provision or non-provision of the Payment Services by PagaDirect in so far as attributable to:
    - an international conflict;
    - a violent, terrorist or armed action;
    - a measure of domestic, foreign or international authorities;
    - a measure of a supervisory authority;
    - a boycott;
    - labor unrest at third parties or among own personnel;
    - a failure in the power supply, in communication connections or in equipment of PagaDirect or third parties;
    - a natural disaster;
    - fire;
    - flood;
    - a robbery; or
    - a nuclear disaster,
  2. a delay in the provision or non-provision of the Payment Services by PagaDirect, as well as any other consequences of the becoming public of payment data and changes in the status of Payments in so far as attributable to the deliberate interruption, penetration, manipulation, destruction or theft by third parties, targeted at the service provision by PagaDirect.
4. Also to be regarded as force majeure is the event that a third party engaged by PagaDirect terminates its service provision to PagaDirect as a result of a petition for a suspension of payment, the third party being declared bankrupt or being liquidated, provided that such a termination of the service provision by the third party is not due to any unlawful act of PagaDirect. PagaDirect has the obligation to endeavor to have the services concerned as soon as possible provided by another institution.
Processing personal data
1. Within the framework of the performance of the Agreement, Parties will be processing personal data. Each Party qualifies as a controller with respect to these personal data in so far as the Party processes them for its own purposes and using its own means.
2. Each Party guarantees that it will process the personal data in accordance with the applicable laws and regulations regarding the processing of personal data and will take appropriate technical and organizational (security) measures to protect the personal data against loss and/or any form of unlawful processing.
3. Merchant will ensure that each Customer, in so far as necessary, has granted permission for the provision of personal data to PagaDirect for the purpose of the processing within the framework of the performance of the Agreement.
4. Merchant agrees to inclusion of its personal data in the administration of PagaDirect and the Depository. These personal data include name, address, residence and the other data that have been provided with or pursuant to the Agreement and that are necessary for the performance of the Agreement, the acceptance procedure and the execution of Payment Orders. PagaDirect will handle these data confidentially and not make them available to third parties unless:
  1. this is necessary for executing Payment Orders pursuant to the Agreement; or
  2. in so far as data must be made available pursuant to a statutory provision.
Complaints
1. A complaint about the service provision by PagaDirect shall be submitted to PagaDirect, for the attention of the board, in Writing, stating name, address and location of Merchant and containing a clear description of the complaint, for the attention.
Governing law and competent court
1. The Agreement and all that arises from it are governed by Curacao law.
2. All disputes arising from or relating to the Agreement and the General Conditions will be submitted to the competent court in Willemstad. If PagaDirect acts as claimant it will be authorized, in derogation from the foregoing and in so far as applicable, to submit a dispute to a foreign court that is eligible with respect to a Merchant.