Terms & Conditions
This Service Agreement dated is between Client, and Verotel Merchant Services BV, a Dutch Corporation. Subject to the terms and conditions set forth below, Client engages Verotel to provide transaction processing and reporting. Verotel Processing enables the Client's customers to purchase electronic authorization codes from Verotel Merchant Services BV via various means.
1. Description of Services
The following terms are defined for use in this Agreement:
- "Client" means the individual or business entity listed under "Client Company Name.
- "Customer" means any person desiring to access a restricted web site maintained by Client.
- "Company" means Verotel Merchant Services BV. "Customer Charges" means the amounts indicated by
- "Charge to Customer" to be charged to the Customer's credit card account, bank account or phone bill.
- "Charge Back" means a Customer Charge which the credit card service company 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 means "Subscription Code" which means the unique numeric code retrieved by a Customer from Company's automated billing system in order to access Client's restricted Web site.
- "Stichting" means Stichting Geldbeheer Verotel a third party company operating under Dutch trade law: 'foundation for third party money' (in Dutch: Stichting Derdengelden).
- The "Services" means any services offered to Client by Verotel and incorporates:
- Verotel Online Payment Processing Services Client 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 Verotel Merchant Services BV, Client may under certain circumstances also sell products utilizing Verotel Online Payment Processing Services. The Client agrees to accept any valid Code so retrieved from Company as payment for access to the web site and where applicable as a receipt for the sale of a product online. Verotel’s Payments Services include, but are not limited to, Credit Card, Verotel 900, Verotel 900 Europe, Direct Debit EU, Verotel Online Check, Verotel Online Double Check, Verotel SMS Billing, Verotel Asian Cards. 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 Credit Card Service. Client will be provided with online tools to administer subscribers for Client's website content.
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 Bank handling the transaction(s) less any applicable charges and taxes.
Regarding Verotel Online Payment Processing Services and Reseller/Affiliate Program commissions, Clients will receive an invoice on a weekly basis, every Monday. This invoice provides the Client an overview of the payments the Client has received and the transaction costs the Client owes Verotel. Company shall have the right, in its sole discretion, to adjust the transaction costs. A current overview of the transactions costs can be found on www.verotel.com. Each Payment Service has its own settlement timeframe. For details on settlement timeframes, please visit www.verotel.com
The balance of this invoice, if positive, will be paid 14 days after the issuing date of the invoice. If the balance of this invoice is negative, payment is due within 14 days. The payment due to the Client is equal to the sum of all Customer Charges made within the specified time period attributable to Customers' retrieval of Codes for Client's web site LESS (i) the sum of all Customer Charges denied, refused, or charged back by the Credit Card Service Company during the period, (ii) all refunds processed on account of Client's Customer Charges during the period, (iii) the Service Fees as set forth in the agreement, and (iv) all taxes, penalties, charges and other items reimbursable under the terms of this agreement or otherwise occurring during the period and (v) any and all bank and/or wire fees. The Service Fee shall be determined by first computing the amount due to Client without regard to the Service Fee and the items described under (iv) and by then applying the percentage listed above to the result. Company shall also hold a 10% of Customer Charges for a period of 6 months against potential charge backs. This amount "The Holdback" is kept by an escrow agent, appointed by Verotel Merchant Services BV. Until further notice this escrow agent is Stichting Beheer Derdengelden Verza. Company shall have the right, in its sole discretion, to adjust the amount held as is deemed necessary as security against future charge backs after notification to the Client.
Verotel is using Stichting to ensure that Client’s money is legally not controlled by Company. Client agrees that all funds from our acquiring banks and other processors arrive in an escrow account owned by Stichting. Stichting ensures all funds invoiced to Client are transferred to Client.
Power of Attorney
Client gives to Company the full power of attorney, to register Client with the acquiring banks and other processors used and contracted by Company to process transactions. This power of attorney includes but is not limited to the signing of contracts with acquiring banks and other processors on behalf of Client.
High Risk Countries
Company shall have the right, in its sole discretion, to block certain high risk countries from transaction processing.
Certain Foreign Transactions
Verotel may from time to time engage third parties to process transactions from regions where direct processing relationships are not possible. Transactions originating from these regions will only be paid out to Client upon receipt of funds from corresponding banks or third parties engaged to enable payment processing in these regions. Client accepts risk associated with non-payment from corresponding banks or third parties and Verotel assumes no responsibility for these payments if such funds are not received from corresponding banks or third parties.
Suspended holdback and reserves are available to Client 30 weeks after the suspension of a Client’s account in the form of a TBC-Payment. It is the customer’s obligation to call these payments within 12 weeks of the generation of a TBC-Payment or these funds will be forfeited by Client. All TBC-Payments will be sent out to the Client’s registered account by check.
Checks paid out by Verotel to Client will be valid for 30 weeks from date of issue and will be cancelled thereafter. Any checks not cashed within 30 weeks will be forfeited by Client.
3. Client Cancellation
The Client may at any time cancel this Agreement. Upon cancellation, Company will no longer offer Codes for the canceled account. The Client is further obligated to honor any outstanding Codes retrieved by their Customer's prior to the cancellation of the account until the end of the contracted subscription period. Any Customer Charges or retained Holdback that has not been invoiced on date of cancellation will be paid out to Client 6 months after the last Client invoice.
4. Client's Obligation
The Client agrees to follow all regulations regarding the use of Verotel Processing Service and any other regulatory body. These regulations include, but are not limited to, the following:
Use of Codes, and other Verotel-provided Proofs of Purchase.
Client shall accept Codes only as payment for access to its restricted web sites and for communicating data maintained at its restricted sites. Without the express written consent of Company, Client may not accept Codes, or other Verotel-provided Proofs of Purchase as payment for the sale of content of any kind.
*Customer Support *
Client shall, at all times, have the ability to respond to inquiries from its customers promptly and shall endeavor to resolve disputes with customers amicably. The occurrence of complaints from customers and/or inquiries or charge backs regarding Client's program or service, may be cause for termination of this Agreement if such events occur with unacceptable frequency as determined in the sole discretion of Company. In addition, Company reserves the right to charge Client reasonable fees and recover its expenses on account of excessive customer inquiries, refunds, or charge backs. Prior to imposing such fees and attempting to recover its costs, Company shall notify Client of the details and nature of the problems and attempt to find mutually acceptable solutions. If Company and Client are unable to achieve mutually acceptable solutions, Client shall have the option of continuing this Agreement subject to the additional fees and costs imposed by Company or of terminating this Agreement.
Duties of Client
When promoting Company Services, Client shall at all times use good business ethics and in a manner that will reflect favorably on the good will and reputation of the Company. Client shall at all times refrain from engaging in any illegal, unfair or deceptive trade practices, whether with respect to the Services or otherwise, and shall only represent such facts about the Services as Company states in its published service descriptions, advertising and promotional materials or as may be stated in other non-confidential written material furnished by Company. Client does not have to provide technical support to newly solicited Clients, and has no legal right over newly found Clients.
5. Reselling Verotel Services
Client may, at any time, without additional authorization from Company offer Company services to other parties. Client will be provided, via the Verotel website with banner information which can be used to solicit new Clients. Client will be commissioned according to the rates published on the Verotel website and will be paid according to the Payment Section. Client will be commissioned on new 'first line' Clients only and will not receive commissions on the Clients of newly solicited Clients acting as resellers.
Each party agrees to report and pay its own taxes imposed on its income by any jurisdiction such as state and federal income taxes. Should Company be required to pay any such taxes on the income of Client, the amount of such taxes and all related interest, fines, or penalties shall become immediately due and payable to Company. The parties agree that taxes in the nature of an excise, sales or use tax are not currently imposed on the transactions contemplated under this Agreement. Further, the parties agree that if such taxes are imposed, the burden of such taxes shall be the Client's responsibility. Company shall have the right to collect and pay over taxes in the nature of an excise, sales, or use tax on behalf of Client if reasonably required to do so by a taxing authority of competent jurisdiction and shall further have the right to recover from Client under Section 11 of this Agreement the amount of any such taxes and related penalties and interest which are paid by Company with its own funds.
7. Limitations of Liability
Verotel Merchant Services BV assumes no liability for disruptions of the Verotel Services, 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 Client be entitled to recover damages from Company which exceed the sum of the Service Fees retained by Company under this Agreement during the three months prior to the event giving rise to the claim for damages.
FORCE MAJEURE. EXCEPT FOR CLIENT PAYMENTS TO COMPANY PURSUANT TO THIS 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.
The Client is fully responsible for the contents of its Web site and follow the content policy of Verotel as published on www.verotel.com. The Client is further fully liable for the contents and accuracy of all the advertising and advertisements appearing on its Web site. The Client is also fully liable for any promotions, whether appearing on the Client's Web site or otherwise offered by the Client in reference to any of the Client's offerings. The Client hereby certifies to the Company that the Client is the owner of or that the Client 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 Client's Web site or is in any way or manner incorporated into the Client's Web site, which is provided by the Client to its customers, or those accessing the Client's Web site or, which is otherwise used or utilized by the Client in its advertising or promotion, be same done or provided on the Client's Web site or otherwise.
Client agrees to comply with all 18 UCS 2257 and 28 C.F.R. 75 record keeping requirements and post appropriate notices on the client's website. Verotel may require Client at any time to provide proof of 18 UCS 2257 and 28 C.F.R. 75 documentation. Failure to comply with 18 U.S.C. 2257 and 28 C.F.R. 75 may result in immediate suspension of processing.
Client 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 Service Agreement. Company assumes no liability of the Client for the Client's failure to follow and adhere to the terms of this Service Agreement, and any results caused by the acts, omissions or negligence of the Client, 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 Client'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 Client acknowledges and agrees to reimburse and make the Company whole for any and all legal fees and costs incurred by the Company in reference to or in any manner arising out of the Client's utilization of its Web site or arising out of the Client's obligations under this Service Agreement, be said claim rightfully or wrongfully asserted against the Company. This obligation of the Client shall arise and bind the Client 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 judgement 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.
The term of this Service Agreement shall continue until a notice of cancellation by Company or Client is received in writing or until terminated under other provisions of this Agreement. Company reserves the right to terminate this Agreement without cause upon notification to the Client. Company in its sole judgment, may terminate any Service for any Client immediately upon any breach of the terms set forth in this Agreement, including, but not limited to the determination of Company, in its sole judgment, that such Clients may be performing activities harmful to Company or its, employees, vendors, business relationships or any other users of the Internet.
In the event Client defaults in any provision or fails to perform pursuant to this Agreement, Verotel Merchant Services BV. shall be entitled to damages, costs and attorney's fees from the Client.
11. Invalid or Non-enforceable Provisions
The invalidity or unenforceability of any provision of this Agreement, as so determined by a court of competent jurisdiction, shall not affect the other provision hereof, and in any such occasion this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.
12. Choice of Law/Venue
This 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 Agreement shall be the Netherlands.
The captions in this Agreement are for convenience only and shall not be used in interpreting, construing, performing or enforcing this Agreement.
14. Amendments and Modifications
Except as hereinafter provided no Amendment or modification of this Service Agreement shall be valid unless same is in writing and signed by all parties hereto. Company may amend this Agreement to take into account changes in law or regulations or industry mandates and to accommodate changes imposed on Company by its Credit Card Service Company, 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 Client a specimen of the changed Agreement. Unless Client rejects the changed Agreement and terminates this Agreement by notice to Company in writing within fifteen (15) days after Company sends the changed Agreement, the changed Agreement shall replace this Agreement and be in full force and effect.
15. Entire Agreement
The signature below of Client or Client's authorized representative acknowledges that Client has read, understood, and accepted this Service Agreement, that this Service Agreement contains the entire agreement of the parties and that no other agreements, instruments or writings are in effect, and that Client assumes all obligations under this Service Agreement pertaining the web sites described in this Service Agreement and its schedules.