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TERMS AND CONDITIONS

 

Definition

In these “General Terms and Conditions,” the following terms shall have the following meanings:

  • Connection Agreement: The connection agreement to be signed by the Merchant, specifying the desired payment methods and the applicable rates.

  • Acquirer: The bank or other payment service provider with which the Merchant has a direct agreement for a specific Payment Service.

  • Payment Services: The payment methods and related services (including Value-Added Services) offered by Better World to the Merchant.

  • Payment Method(s): A (payment) instrument that a Customer can use to pay the Merchant.

  • Payment Method Owner: The owner of a payment method (such as MasterCard, Visa, and Currence iDEAL B.V., which owns iDEAL).

  • Account Balance: The amount that Better World owes to the Merchant in accordance with the terms of the Agreement and which is displayed as a balance in the Merchant Dashboard.

  • Merchant Dashboard: Better World’s online transaction system for managing Transactions and funds, including the associated software, infrastructure, support, reports, downloads, and manuals.

  • Better World: Better World.org B.V., with its registered office in Amsterdam, registered in the Commercial Register under number 34160633 and operating under the name Better World.

  • Chargeback: The recovery of an amount from a disputed Transaction by the Issuer or the Customer.

  • Day(s): Calendar days, unless otherwise specified.

  • Escrow Account: The bank account managed by the Foundation.

  • Threshold: The blocked portion of the Account Balance.

  • Financial Institution: A financial institution selected by Better World, the Foundation, the Merchant, and/or the Customer for the management of funds.

  • Issuer: The Customer’s bank or other payment service provider.

  • Customer: A (potential) customer of the Merchant who wishes to enter into or enters into an agreement online with the Merchant for the purchase of goods and/or services.

  • Merchant: The (legal) person, acting in the course of a profession and/or business, who enters into an Agreement with Better World for the provision of Payment Services.

  • Agreement: The agreement concluded between the Parties and its annexes regarding the Payment Services, including the Connection Agreement and these General Terms and Conditions. An Agreement may be offered under the trade name Better World.

  • Parties: Better World and the Merchant.

  • Payment Engine: A system, including software, infrastructure, and manuals provided by Better World or its licensors, for processing Transactions and the associated messaging.

  • PCI DSS: Payment Card Industry Data Security Standard.

  • Refund: The ability to issue a (partial) refund to a Customer.

  • Rolling Reserve: The portion of the Account Balance blocked by the Foundation at Better World’s request for a specified period.

  • Foundation: The Stichting Derdengelden E-Cumlaude, with its registered office in Amsterdam, registered in the Commercial Register under number 34199273, which acts as an independent custodian of third-party funds and administrator of the Third-Party Funds Account.

  • Transaction: A complete payment order from or on behalf of a Customer that the Merchant submits to Better World for processing via the Payment Engine.

  • Transaction Data: Data regarding a Transaction.

  • Value-Added Services: Additional services offered by Better World, including, among other things, fraud prevention.

  • Fees: The fees owed by the Merchant to Better World pursuant to the Agreement.

  • Payment Method Terms: The conditions that a Payment Method Owner may impose on the Merchant and/or Better World.

  • Available Account Balance: The Account Balance minus the Threshold and the Rolling Reserve.

    1. General Terms and Conditions: General
      1. These General Terms and Conditions apply to the relationship between Better World and the Merchant, including the period during which the Parties discuss the terms of the Agreement, the provision of services by Better World following the conclusion of the Agreement, and after the termination of the Agreement. To the extent that these General Terms and Conditions expressly provide for their continued validity and binding effect after termination, or to the extent that the provisions are substantively binding, they shall remain in effect after the termination of the Agreement.
      2. Any amendments to these General Terms and Conditions proposed by the Merchant are valid only if Better World expressly accepts them in writing.
      3. Better World may amend these General Terms and Conditions or the Payment Method Terms and Conditions. Notice of such amendments will be provided via the Merchant dashboard. The amendments will take effect one month after notification. If the Merchant does not agree with the amendments to the General Terms and Conditions, the Merchant may terminate the Agreement within thirty (30) days of the notification, effective as of the date on which the amended General Terms and Conditions take effect. If the Merchant does not agree with the changes to the Payment Method Terms, the Merchant may terminate the relevant payment method in writing with immediate effect.
      4. Where these General Terms and Conditions refer to “in writing,” this also includes communication via email or through the merchant dashboard, unless otherwise required by law.
    2. The Connection Agreement
      1. The Merchant shall provide Better World with the Connection Agreement, completed and signed by the Merchant. The Agreement is not concluded until Better World has confirmed it in writing. Better World has an acceptance policy. Better World’s acceptance is contingent, among other things, upon Better World’s receipt and approval of all documents and information regarding the Merchant that Better World requires for client onboarding.
      1. For certain payment methods, including PayPal and credit cards, the Merchant’s use of such methods is subject to the express written acceptance by the relevant Payment Method Owner or Acquirer, as well as the Merchant’s acceptance of the terms and conditions of that Payment Method Owner or Acquirer as described in the Payment Method Terms and Conditions.
      2. A Payment Method Owner or Acquirer may decide that the Merchant cannot use the Payment Method or can no longer use it. In that case, Better World is not (or is no longer) obligated to offer the relevant Payment Method.
      1.  
      Transactions
      1. Better World is not a party to the legal relationship between the Merchant and the Customer. Better World acts solely as a service provider in the processing of Transactions. The Merchant does not give Customers any other impression. Better World accepts no liability for goods or services delivered to the Customer.
      2. Better World may refuse to process a Transaction if:
      3. Better World recommends that the Merchant use strong customer authentication (such as MasterCard SecureCode, Verified by Visa) for all Transactions. Regardless of whether the Merchant uses such strong customer authentication, the Merchant bears the risk of unauthorized transactions. Therefore, if Better World is obligated to compensate for damages resulting from an unauthorized transaction, the Merchant is required to fully reimburse Better World for those damages.
      4. If the Merchant detects any irregularities regarding the Transactions, the Payment Engine, and/or the merchant dashboard, the Merchant shall immediately notify Better World in writing.
      1.  
      Payments
      1. If the Issuer and/or the Payment Method Owner authorizes a Transaction offered by Better World, the Merchant will be notified via the Payment Engine.
      2. Better World may have multiple roles. Better World acts as:
      3. Better World does not assume any payment obligations of Customers, Issuers, or Acquirers, unless otherwise agreed.
      4. If the Merchant wrongfully receives funds from Better World or the Foundation, the Merchant shall return these funds to Better World or the Foundation, respectively, as soon as possible, or in any case upon the first request by Better World or the Foundation to do so.
    6. Payment Engine and Merchant Dashboard: General
      1. Better World aims to ensure the proper functioning of the Payment Engine and the Merchant Dashboard and strives for maximum availability. Better World takes all reasonably necessary measures to safeguard the security of the Payment Engine and the Merchant Dashboard to the best of its ability. Part of this involves the secure storage of Transaction Data.
      2. Better World is not responsible for the availability and/or proper functioning of the Payment Methods and other services provided by Acquirers, Issuers, Payment Method Owners, and/or Financial Institutions.
      3. Better World may, either on its own initiative or at the request of Issuers, Acquirers, Payment Method Owners, and/or government agencies, impose additional requirements (or modify existing requirements) for the use of the Payment Services, Payment Engine, and Merchant Dashboard. This may include, among other things, setting limits regarding the number, type, amount, and scope of Transactions (such as minimum and maximum amounts, currency, and the number of Transactions per unit of time). The Merchant is obligated to comply with these requirements.
    7. Payment Engine and Merchant Dashboard: Connection
      1. The Merchant may only offer the Payment Services on the website(s) that have been reported to Better World and approved in advance by Better World. The Merchant warrants that it is the rightful owner of the domain name(s) of the website(s) through which the Transactions are conducted.
      2. The Merchant is solely responsible for connecting its website(s) to the Payment Engine and the Merchant Platform. The Merchant is aware of the risks associated with the use of the internet, email, and/or Payment Services. The Merchant is and remains solely responsible for the proper security and functioning of his own website(s).
      3. The Merchant may not disrupt the normal operation of the Payment Engine and the Merchant Dashboard or compromise their integrity.
      4. The Merchant shall ensure that the payment process is displayed in the designated environment.
      5. If the Merchant shares its password with employees or other individuals working on behalf of the Merchant, the Merchant bears the risk that the password has been disclosed and that this may result in harm to the Merchant and/or Better World.
      6. If the Merchant suspects that their password has fallen into the wrong hands, the Merchant must change their password immediately. The Merchant must always notify Better World immediately if they suspect that their password has fallen into the wrong hands.
      7. When using Better World’s APIs, the Merchant must comply with the API terms and conditions available on the Better World website.
    8. Management,
      1. Maintenance
      , and Updates
      1. Better World may temporarily suspend the Payment Engine and the Merchant Dashboard for management and maintenance purposes. Better World is not liable for any adverse consequences that a temporary suspension might cause the Merchant.
      2. Better World will notify the Merchant in advance of any suspension of the Payment Engine and the Merchant Dashboard, to the extent that this can reasonably be expected of Better World, and only to the extent that the suspension has significant consequences for the Merchant. Better World strives to schedule maintenance of the Payment Engine and the Merchant Dashboard at times when as few Merchants as possible are inconvenienced.
      3. Better World has the right to update the Payment Engine and the Merchant Dashboard and to modify the functionalities and/or features of the Payment Engine and the Merchant Dashboard.
    1. Protection of payment data
      1. The Merchant shall handle as little sensitive payment data as possible—for example, in the form of storage, processing, or transfer—(this refers to data that could be used to commit fraud). To the extent that the Merchant handles sensitive payment data, the Merchant shall take the necessary and required measures to protect such sensitive payment data. Better World may verify whether the Merchant complies with the required security measures.
      2. If the Merchant accepts credit cards, it must comply with PCI DSS at all times. The Merchant shall ensure that its employees and other persons working on its behalf also comply with the requirements of PCI DSS. The Merchant is liable for all costs, expenses, or fines resulting from failure to comply with this obligation. Upon Better World’s request, the Merchant must demonstrate compliance with PCI DSS.
    2. The Foundation
      1. The Foundation acts as a custodian designated by Better World for funds received from Merchants and other parties, and as the administrator of the Escrow Account, and makes payments on behalf of Better World. The Merchant has no agreement with the Foundation. When the Foundation makes a payment to the Merchant, Better World’s obligation to make (or forward) a payment to the Merchant is reduced by an equal amount.
      2. Merchant hereby irrevocably authorizes the Foundation to pay any Fee or other debt owed by Merchant to Better World on Merchant’s behalf (whether or not by way of set-off). This paragraph constitutes a third-party benefit clause in favor of the Foundation.
      3. The Merchant hereby irrevocably authorizes Better World and the Foundation to issue Refunds or make payments that the Merchant instructs via the Merchant Dashboard or that the Merchant or Better World, as the Merchant’s service provider, is required to make to do so, such as a refund in the event of a report of an unjustified charge. This paragraph constitutes a third-party benefit in favor of the Foundation.
    4. Merchant’s Obligations Regarding Payment Services
      1. The Merchant is required to maintain a payment account with a Financial Institution in an EU Member State.
      2. The Merchant warrants that it:
        1. does not offer any goods and/or services whose existence, offering, trading, possession, and/or use is a criminal offense, is in violation of applicable laws and regulations and/or is contrary to Better World’s acceptance policy or the terms and conditions set by Acquirers and Payment Method Owners, as applicable from time to time;
        2. not use Better World’s Payment Services for third-party goods and/or services, unless expressly permitted under the Agreement. If a third party wishes to use the Payment Services, a Merchant shall refer that third party to Better World;
        3. if the Merchant targets only consumers on its website and in other (advertising) communications, it shall offer its products and/or services only to Customers who are not acting in the course of a profession or business;
        4. shall fulfill its contractual and legal obligations toward Customers;
        5. does not enter into agreements with Customers that violate applicable laws and regulations;
        6. refrains from activities that could damage the reputation and/or brand of Better World;
        7. holds all licenses and/or permits required under applicable law to conduct its business.
        8. complies with all applicable laws and regulations
      3. Merchant maintains a well-documented and effective complaints procedure for Customers.
    5. Regulations and
      1. Instructions
      —Provision of Information
      1. The Merchant shall at all times comply with all regulations and instructions issued by Better World, the Payment Method Owner, the Acquirer, and/or regulatory authorities that pertain to the proper performance or support of the Agreement (or the services provided thereunder).
      2. The Merchant shall at all times provide Better World in a timely manner with all data or information useful and necessary for the proper performance of the Agreement and shall cooperate fully with Better World. Furthermore, the Merchant shall ensure that the information provided or to be provided by it is accurate, complete, and has been obtained or processed in a lawful manner.
      3. The Merchant is obligated to promptly notify Better World of any relevant changes concerning its business (including business information). Business information includes, among other things: registration with the Chamber of Commerce, contact information, details about the directors, shareholder(s), or ultimate beneficial owner(s), registered office, trade names, and any other information that the Merchant has provided to Better World in connection with (the conclusion of) this Agreement. Changes regarding the business include, among other things: filing for a stay of payments or bankruptcy, transfer of the business, or liquidation of the business.
      4. Better World sends messages to the Merchant via the Merchant Dashboard and/or by email. For this purpose, Better World uses the email address specified in the Connection Agreement or the email address that the Merchant has subsequently provided to Better World. The Merchant acknowledges that they are responsible at all times for ensuring that Better World has the correct email address.
      5. If Better World determines that the Merchant no longer complies with the acceptance policy or if there are other urgent reasons preventing Better World from continuing to offer Payment Services to the Merchant, Better World is authorized to immediately terminatethe Agreement pursuant to Section 22.3. Better World is also authorized, but not obligated, to first suspend its obligations to allow the Merchant the opportunity to provide further clarification or make any necessary changes. A suspension may be followed by termination if the Merchant still does not comply with the acceptance policy or if the compelling reasons have not been resolved.
      6. If the Merchant has registered via the Better World website and subsequently provided the necessary business information via the designated portal, and expects to process more than 100,000 euros in transaction volume over a 12-month period and/or expects to process more than 25,000 euros in volume via the credit card payment method over a 12-month period, the Merchant must explicitly report this to Better World.
    1. Account Balance, Threshold, and Rolling Reserve
      1. The Merchant may request, via the Merchant Dashboard, that the Available Account Balance be made payable to the Merchant in full or in part. Payment will be made in the currency received by Better World.
      2. For refunds, chargebacks, or any financial risks that Better World faces as a result of providing Payment Services to the Merchant, Better World may maintain a Threshold. The Merchant may request that Better World increase the Threshold.
      3. In addition to Section 13.2, in order to cover future refunds, chargebacks, reversals, reports of unauthorized collections, and any financial risks, and to prevent a negative balance, Better World is entitled, for reasons it deems appropriate, to establish a Rolling Reserve or to request other security (in advance) to cover Better World’s financial risk. The Merchant is obligated, upon first request, to cooperate in providing security, such as by establishing a security interest.
      4. The Available Account Balance may not be negative. If the Free Account Balance is nevertheless negative, the Merchant must immediately settle the debit balance or replenish the Free Account Balance. The Foundation shall acquire an immediately due and payable claim against the Merchant in the amount of the shortfall, plus statutory commercial interest.
      5. The Foundation is entitled to collect the amount owed by the Merchant via direct debit. If this direct debit fails, the Foundation will also act in accordance with the provisions of Article 15.4.
      6. Better World and the Foundation do not owe any interest on the Account Balance.
      7. The Merchant bears the currency risk in the event of chargebacks. This means that the Merchant may have to pay Better World more than the Merchant previously received in euros.
    2. Fees: General
      1. The Fees consist of one-time setup fees, monthly subscription fees, transaction fees, other periodic or one-time fees agreed upon by Better World and the Merchant, and other costs that the Merchant owes to Better World pursuant to the Agreement. All Fees are exclusive of VAT and all other taxes and levies, unless expressly stated otherwise.
      2. Better World is entitled to adjust the applicable periodic Fees once per calendar year by providing at least one (1) month’s written notice. This may not occur during the first year following the signing of the Agreement, unless the assumptions provided by the Merchant upon which the price was based prove to be incorrect. If the Merchant does not agree to such an adjustment, the Merchant has the right to terminate the Agreement within fourteen (14) days of receiving notice, effective as of the date on which the adjustment would take effect.
      3. Better World may adjust the Fees at any time if the cost basis for providing the Payment Services increases due to circumstances beyond Better World’s control. For the sake of clarity: this includes an increase in the fees charged to Better World by Payment Method Providers, Acquirers, etc.
      4. Better World provides transactions to its merchants exempt from VAT. If this is no longer permitted by the tax authorities, Better World is entitled to pass on the VAT surcharge to the merchant.
    3. Fees: Payment
      1. The Merchant is liable for the one-time setup fee as soon as the Agreement is concluded. The Merchant is liable for the monthly subscription fee and other recurring fees on the first day of each month. The Merchant is always liable for transaction fees as of the moment Better World successfully processes the corresponding Transaction. Better World will invoice other fees separately.
      2. Payment of Fees not listed in 15.1 is, to the extent possible, always made by offsetting the Fees due against the Account Balance at the time the Merchant becomes liable for the relevant Fee.
      3. If set-off is not (fully) possible because the Account Balance is insufficient, Better World will proceed with direct debit.
      4. If the direct debit fails, the Merchant will receive a payment request for the Fees still owed. The payment term is seven (7) days from the date of the payment request. If timely payment is not made, the Merchant shall be in default without further notice of default and shall owe statutory commercial interest on the outstanding amount, as well as extrajudicial collection costs.
      5. Better World is entitled to set off the due Fees against any due counterclaims that the Merchant may have against Better World or the Foundation. This applies regardless of the currency in which the Fees and counterclaims are denominated. Better World and the Foundation are entitled, during the term of this Agreement and after its termination, to set off due and payable Fees and other claims against the Rolling Reserve and/or any other form of security held by Better World. This paragraph constitutes a third-party benefit in favor of the Foundation.
      6. Merchant may not suspend its payment obligations or set off debts against claims it has or believes it has against Better World.
      7. The Fees shall be calculated by Better World with due care. Any comments or complaints regarding the invoicing of the Fees must be submitted in writing within sixty (60) calendar days of receipt of the relevant invoice. In the absence of such notification, the Fees shall be deemed accepted. Such complaints do not suspend the obligation to pay the portion of the invoice that is not in dispute.
      1.  
      Chargebacks
      1. Chargebacks may occur if, for example, the Merchant fails to comply with the rules of the Payment Method Owner, if a Transaction is not authorized or is authorized incorrectly, or if a Transaction is disputed on other grounds.
      2. The Merchant owes Better World an amount equal to the chargeback, plus any penalties and additional costs. Payment of the amount owed by the Merchant shall be made in accordance with Sections 15.2 through 15.5.
      3. If Better World suspects that a chargeback will occur, Better World has the right to withhold an amount equal to the chargeback and any additional costs and/or penalties from the Account Balance or to set it aside against the Account Balance. Better World may retain the funds until no later than the point at which a chargeback can no longer be initiated. If a chargeback does occur, Better World is authorized to use the retained funds (whether or not through set-off) to cover the chargeback and any other amounts owed by the Merchant to Better World.
      4. The Merchant may dispute chargebacks. The Merchant will do so only if there are reasonable grounds for doing so. Better World may assist the Merchant in disputing a chargeback. If Better World provides assistance, Better World has the right to share information with the relevant parties. Better World cannot be held liable in any way for any form of assistance in disputing a chargeback.
      1.  
      Payment
        Orders
      1. For payment orders exceeding €5,000, the Merchant must document the beneficiary’s identity in a file. That file must include, at a minimum:
        1. A certified Chamber of Commerce (KvK) registration, if the beneficiary is a company;
        2. Valid identification documents of the account beneficiary(ies) or company directors as recorded in the Chamber of Commerce’s Commercial Register;
        3. A copy of the beneficiary’s bank statement or a copy of the beneficiary’s debit card showing the account number, or a written statement from the bank confirming that the account is in the beneficiary’s name;
        4. A description of the service or product for which the beneficiary is receiving payment from the Merchant.
      2. Better World reserves the right to verify the beneficiaries of payments against sanctions lists, including, among others, the EU, national, and PEP lists, and may refuse to execute Transactions if the beneficiary appears on any of these lists.
      3. Under the Anti-Money Laundering and Counter-Terrorist Financing Act (Wwft), the Merchant is required, upon Better World’s first request, to disclose the identity of the beneficiary of payments to Better World if Better World deems the relevant Transaction to be unusual. Failure to do so entitles Better World to refuse to process the payment in question.
    6. Liability
      1. Any liability of Better World arising from a breach or on any other basis is, first and foremost, always limited to compensation for direct damages. Better World is therefore in no event liable for indirect damages, including, in any case: consequential damages, lost profits, and damages resulting from claims by Customers and other contracting parties of the Merchant.
      2. The Merchant is always obligated to mitigate damages. If the Merchant has failed to fulfill this obligation, the right to compensation for damages shall lapse to the extent that the damages result from the failure to mitigate damages.
      3. On behalf of and for the benefit of the Foundation, Better World excludes any liability for the Foundation’s shortcomings. This paragraph constitutes a third-party benefit clause in
      4. favor
      5. of the Foundation.
      6. The provisions of this Article also apply in favor of all (legal) persons whom Better World engages for the performance of the Agreement.
      7. If the Merchant does not file a claim for damages arising from or related to this Agreement within six (6) months after the claim arises, such claim is waived and deemed invalid.
      8. Better World’s liability for damages per calendar year is capped at the total amount of Fees billed and paid in the six (6) months preceding the event causing the damage.
      9. The Merchant’s liability with respect to chargebacks, Refunds, Fees, penalties, indemnification under clause 20.1, and all amounts due and payable under this Agreement is not subject to any limitation of liability that may be set forth elsewhere. This liability shall not cease upon termination of the Agreement.
    7. Indemnification
      1. The Merchant shall indemnify Better World against all claims made against Better World, on whatever grounds, by Financial Institutions, Payment Method Owners, government agencies, regulators, Customers, and/or other third parties arising from any act, omission, or other conduct attributable to the Merchant (including its Customers and third parties engaged by it). This indemnification means that the Merchant is obligated to reimburse Better World for all damages and costs (including, but not limited to, fines, levies, costs associated with reporting unjustified collections, and legal fees) arising from such claims and, at Better World’s request, assist Better World in its defense.
    8. Force Majeure
      1. The Parties shall not be liable in the event of force majeure. Force majeure on the part of Better World and the Foundation also applies when suppliers, including internet service providers, acquirers, payment method owners, and financial institutions, (attributably) fail to fulfill their obligations. A DDoS attack or similar event also constitutes force majeure on the part of Better World and the Foundation. If a party’s performance of any obligation under this agreement, in whole or in part, is delayed as a result of a force majeure event for a period exceeding thirty (30) consecutive days, the other party has the right to terminate this agreement in writing.
    9. Term of the Agreement, Termination, Suspension
      1. The Agreement is valid for an indefinite period. Termination is possible as of the first day of the month. The notice period is one month. If the Merchant terminates the Agreement within one year of its conclusion, Better World has the right to charge the Merchant the monthly subscription fees for the remaining months of the first year.
      1. Both Parties have—without prejudice to the provisions of Section 15.4 —the right to terminate the Agreement, following prior written notice of default in which the other Party is given a reasonable period of time to properly fulfill its obligations under the Agreement, terminate the Agreement in whole or in part without observing a notice period if the other Party fails to fulfill its obligations within the specified reasonable period.
      2. Better World may (i) suspend, in whole or in part, payments, the processing of Transactions, and/or other obligations with immediate effect and/or (ii) terminate the Agreement in writing with immediate effect without prior notice if:
        1. The Merchant is granted a stay of payments or is declared bankrupt, or an application to that effect has been filed;
        2. The Merchant’s risk profile changes;
        3. The Merchant’s business is liquidated or terminated other than for the purpose of a corporate reorganization or merger;
        4. The Merchant is a natural person and is placed under guardianship, under administration, undergoes debt restructuring, or dies;
        5. The Merchant is involved in fraudulent acts or acts that otherwise violate laws and/or regulations and/or Better World’s acceptance policy, or Better World suspects this to be the case;
        6. The Merchant has more chargebacks than permitted under the rules of the Payment Method Owners;
        7. The Merchant no longer meets the conditions of Better World’s acceptance policy and/or, in Better World’s opinion, Better World’s image and/or brand is being or is at risk of being damaged by the Merchant’s acts or omissions;
        8. A provisional or executory attachment has been levied against the Merchant by Better World or the Foundation;
        9. Better World knows or suspects that the Merchant has failed to fulfill or has failed to have fulfilled one or more of its legal or contractual obligations;
        10. Better World receives instructions to suspend or terminate a Payment Method from a Payment Method Owner, Acquirer, regulator, or government agency;
        11. The Account Balance is insufficient to cover Fees, and the Merchant has not immediately replenished the Account Balance;
        12. the Merchant acts in violation of PCI DSS, to the extent applicable to the Merchant, and/or applicable laws and regulations
        13. the Merchant breachesone or more of the warranties set forth in Section 11.2 ; and
        14. In the event of changed circumstances (such as changes in laws or regulations or a change in the Merchant’s ownership) that make it unreasonable to expect Better World to continue the Agreement.
      3. Better World will notify the Merchant as soon as possible if Better World exercises its right to suspend the Agreement. If possible, Better World will inform the Merchant of the reason for the suspension. Better World may impose conditions on the termination of the suspension. Better World is not obligated to compensate for any damages arising from Better World’s exercise of its right to suspend the Agreement. A suspension may be followed by termination of the Agreement if the grounds for termination have not been resolved or if the Merchant fails to comply with the conditions set by Better World.
    2. Effective Date of Termination, Consequences
      1. In the event of termination pursuant to Article 20.1 ,the Agreement terminates on the date specified in the notice of termination, which date must be at least one month after the day on which the notice was sent.
      2. In the event of termination pursuant to Article 21.2 , the Agreement terminates on the last day of the specified period during which the Party was required to properly fulfill its obligations, if such obligations have not been properly fulfilled by that day. In the event of termination pursuant to Section 21.3, the Agreement terminates on the day the notice is sent.
      3. Better World will settle all Transactions in progress at the time of the Agreement’s termination. If the Merchant owes a Fee for these Transactions, this Fee will be offset against any amount payable under the Transaction and/or the Available Balance. To the extent that this amount is insufficient or no setoff can take place, the Merchant shall immediately owe the Fee, and the Fee shall be immediately due and payable. Fees invoiced by Better World prior to the termination of the Agreement remain due in full and become immediately due and payable upon termination of the Agreement.
      4. Upon termination of the Agreement, for any reason whatsoever, the Merchant’s right to use the Payment Engine shall cease immediately. The Merchant shall immediately remove any references to and links to Better World from its website. Better World and the Merchant shall agree on the duration of access to the Merchant Dashboard following the termination of the Agreement.
      5. Upon termination of the Agreement, Better World will pay out the Available Balance within a reasonable period after termination, unless otherwise provided in this Agreement.
      6. Upon termination of the Agreement, for any reason whatsoever, the Rolling Reserve shall remain available to Better World and the Foundation until the Merchant has fulfilled all obligations under the Agreement and the risk of subsequent payment obligations—for example, due to chargebacks—no longer exists. The Foundation is free to release (part of) the Rolling Reserve earlier at Better World’s request. The foregoing applies mutatis mutandis to other security that the Merchant has provided to Better World.
      7. Upon termination of the Agreement or any part thereof, for any reason whatsoever, all agreements between the Merchant and Better World shall terminate, unless Better World indicates otherwise.
  1. Intellectual Property and Promotional Materials
    1. All intellectual and industrial property rights to the Payment Engine, the Merchant Dashboard, other software, websites, databases, equipment, or other materials such as analyses, designs, documentation, reports, quotations, manuals, as well as preparatory materials related thereto, are exclusively owned by Better World or its licensors.
    2. The Merchant is granted only a non-transferable, non-exclusive right to use the Payment Engine and the Merchant Dashboard for its own internal purposes within the scope of the Payment Services purchased, all as expressly granted in the Agreement and by law. Any other or further rights of the Merchant are excluded. The Merchant may not grant a sublicense to a third party. Nothing in the Agreement is intended to constitute a transfer of rights, unless explicitly agreed otherwise.
    3. Better World may use the Merchant’s (trade) name and logo/brand for reference purposes and may mention them in its advertising materials.
    4. The Merchant shall clearly display the logos/brands of Payment Method Owners on the website in accordance with the instructions of those Payment Method Owners.
  2. Confidentiality
    1. The Parties undertake to maintain confidentiality toward each other regarding all data and information concerning each other’s organization, business operations, and financial affairs, as well as information regarding Transactions that can be traced back to the Merchant and Customers, PINs, passwords, and services in the broadest sense of the word that come into their possession during the performance of the Agreement.
    2. The foregoing applies unless otherwise provided in these General Terms and Conditions, the Payment Methods Terms and Conditions, or the Supplementary Terms and Conditions, the Parties have agreed otherwise, there is a legal obligation to disclose, disclosure has been ordered by a competent authority, or the information in question is already public through no action of the Parties.
  3. Personal Data
    1. Better World processes personal data regarding the Merchant and its employees or other individuals working for the Merchant, as well as directors, shareholders, and ultimate beneficial owners.
    2. Both Better World and the Merchant process personal data of the Customers. Better World and the Merchant guarantee that they process this personal data in accordance with applicable (privacy) laws and regulations. Better World and the Merchant will take appropriate measures to this end.
    3. The Merchant will inform its Customers, employees, or other individuals working for the Merchant, directors, shareholders, and ultimate beneficial owners that Better World (just like the Merchant) processes their personal data and that both Better World and the Merchant qualify as data controllers. The Merchant shall also inform the aforementioned parties about which personal data is processed and for what purpose. In addition, the Merchant shall comply with all information obligations arising from applicable (privacy) laws and regulations. To the extent required, the Merchant is responsible for obtaining valid consent from the aforementioned parties to collect and process their personal data.
    4. Customers, employees, or other individuals working for the Merchant, as well as directors, shareholders, and ultimate beneficiaries of the Merchant, may exercise various rights in connection with the processing of their personal data. These include the right of access, rectification, the right to be forgotten, restriction of processing, data portability, and the right to object. If any of the aforementioned parties exercises such a right under applicable (privacy) laws and regulations or files a complaint or objection that is otherwise related to the processing of personal data by Better World, the Merchant shall immediately inform Better World thereof. Better World may provide the Merchant with instructions regarding the handling of such requests, complaints, and objections. The Merchant must follow these instructions.
    5. For more information about the processing of personal data by Better World, please refer to the Data Processing Agreement.
  4. Evidence
    1. Better World’s and/or the Foundation’s records shall constitute full evidence against the Merchant with regard to substantiating existing payment obligations, due and payable claims, offsets made, or other financial legal acts.
  5. Final Provisions
    1. Better World may use the services of third parties in the performance of this Agreement. The Merchant acknowledges and agrees that such third parties are not subcontractors of Better World and that Better World is not liable for the acts or omissions of such parties. The Merchant’s rights and obligations under this Agreement are not transferable unless Better World has granted prior written consent. Better World may, however, transfer its rights and obligations arising from this Agreement by way of a contract assignment. Better World shall notify the Merchant of this in writing. The Merchant hereby consents in advance to such a contract assignment.
    2. If one or more provisions of this Agreement are found to be invalid, the remainder of the Agreement shall remain in full force and effect. The invalid provisions shall be replaced by provisions that have as similar a meaning as possible.
    3. Title 7B of Book 7 of the Civil Code and other laws and regulations implementing Directive 2007/64/EC of the European Parliament and of the Council of November 13, 2007, and/or Directive 2015/2366 of the European Parliament and of the Council of November 25, 2015, are not applicable between the Parties.
    4. The applicability of the Vienna Convention on Contracts for the International Sale of Goods is excluded.
    5. Every Agreement, including its formation and performance, is governed by Dutch law.
    6. Any disputes that may arise in connection with an Agreement shall be submitted exclusively to the competent court in The Hague.