Terms and Conditions

Introduction

These General Terms and Conditions ("Agreement") govern the use of the payment services provided by Globadyme B.V. ("Globadyme") to the Merchant ("Merchant") using its platform. In order to be able using Globadyme's payment services, Merchant must agree to be bound by this Agreement and all applicable laws and regulations.

General Terms and Conditions Globadyme

1. Definitions

"Customer" means an End User (either an entity or individual) owing payment to a Merchant in exchange for the provision of goods or services.

"Data Processing Agreement" means the data processing agreement to be found at https://globadyme.com/data-processing-agreement/

"Dispute" means any action initiated by a Customer to reverse or invalidate a processed Transaction (including all related terms as may be used by the Financial Partners).

"DP Law" means all Laws that apply to Personal Data Processing (as defined in the Data Processing Agreement) under this Agreement relating to privacy, data protection or data security.

"Due Diligence Requirements" means requirements imposed by Law that govern, are related to, or are similar to Anti-Money Laundering (AML), Know Your Customer (KYC), Know Your Business (KYB) and Customer Due Diligence (CDD).

"End User" has the meaning given in Globadyme's Privacy Policy.

"Fees" means the fees applicable to the Services.

"Financial Partner" means a third party or an Affiliate of Globadyme that provides financial services and with which Globadyme or its Affiliate interacts to provide the Services.

"Financial Partner Rules and Terms" means (a) the rules and terms a Financial Partner specifies that apply to that Partner's services.

"Force Majeure Event" means an event beyond the control of Globadyme or its Affiliates.

"GDPR" means the General Data Protection Regulation (EU) 2016/679.

"Globadyme Account & APT"

"Globadyme Account" means Merchant's Globadyme account.

"Globadyme API" means all instances of the Globadyme application programming interfaces, including all endpoints that enable Globadyme users to use Globadyme services.

"Globadyme Dashboard" means the interactive user interface through which a Merchant may view information about and manage a Globadyme account.

"Globadyme Data" means data that you obtain via the Services, including (a) information relating to Globadyme API interactions via the Globadyme Technology; (b) information Globadyme uses for security or fraud prevention; and (c) all aggregated information Globadyme generates from the Services.

"Globadyme Parties" means Globadyme, Globadyme's Affiliates, and the directors, employees, and agents of each.

"Globadyme Payments Services" means the Services that enable you to accept and refund Customer payments, perform related financial transactions, and manage Customer disputes, which services are not under supervision of DNB and AFM, or any other Financial Supervisory Institutes.

"Globadyme Pricing" means www.Globadyme.com/pricing

"Globadyme Termination Services" means the Services that are designed to enable you to terminate the Merchant Agreement between you and our respective Financial Partners.

"Governmental Authority" means a regulator or other governmental agency or entity with jurisdiction over the Services, Globadyme or you, as applicable.

"Insolvency Proceeding" means the occurrence of any event as not being able to pay debts, bankruptcy and liquidation (or any analogous procedure or step):

"Intellectual Property (IP) Rights" means all copyrights, patents, trademarks, service marks, trade secrets, moral rights and other intellectual property rights.

"Law" means all applicable laws, rules, regulations and other binding requirements of any Governmental Authority.

"Merchant" means the company that accepts payments from Customers.

"Merchant Initiated Transaction" means a Transaction you initiate according to a mandate you receive from the Customer that authorizes you to initiate (a) that Transaction; or (b) a series of Transactions without requiring the Customer to take any further action.

"Multi-Currency Settlement" means the ability to have funds settled to Merchant's Bank Account in a currency different from the one in which the Merchant has accepted payment from a Customer.

"Payment Method" means a payment method that Globadyme accepts as part of the Globadyme Payments Services (e.g., a Visa credit card, Klarna).

"Payment Method Provider" means the provider of a Payment Method (e.g., Visa Inc., Klarna Bank AB).

"Payout Delay" means a delay to the Payout Schedule caused by (a) the unavailability of a Financial Partner, Governmental Authority, telecommunications provider or internet service provider; (b) incorrect information, such as a bank account number, provided to Globadyme; (c) your equipment, software, or other technology; or (d) a Force Majeure Event.

"Payout Schedule" means the schedule available in the Globadyme Dashboard that shows the number of business days following the Transaction date that it takes for Globadyme to initiate transfer of Transaction settlement funds to a User Bank Account.

"Personal Data" means any information relating to an identifiable natural person that is Processed (as defined in the Data Processing Agreement) in connection with the Services, and includes "personal data" as defined in the GDPR and UK GDPR and "personal information" as defined in the CCPA.

"Privacy Policy" means any or all of a publicly posted privacy policy, privacy notice, data policy, cookies policy, cookies notice or other similar public policy or public notice that addresses a party's Personal Data practices and commitments.

"Protected Data" means (a) all Information that a Merchant provides to Globadyme; and (b) any Personal Data that Globadyme uses when acting as a "Data Processor" (as defined in the Data Processing Agreement) when providing the Services.

"Refund" means an instruction you initiate to provide a full or partial return of funds to a Customer for a processed Transaction.

"Representative" means an individual submitting your application for a Globadyme Account.

"Restricted Business" means any category of business or business practice for which a Service cannot be used, as identified on the Globadyme Restricted Business List (located on the Globadyme Website) for the applicable Service and jurisdiction of your Globadyme Account.

"Service" means a service Globadyme (or its Affiliate, as applicable) makes available to you under this Agreement.

"Services Terms" means terms in this Agreement that apply to particular Globadyme services (e.g., Globadyme Payments Terms).

"Transaction" pertains to a specific action wherein a payment is requested via a chosen Payment Method. This request is initiated using Globadyme's Technology, facilitated through the collaboration of Globadyme and its Financial Partners. This request is designed to secure funds from a Customer's associated account, in relation to a payment made the Customer to Merchant's business. This definition encompasses the stages of authorization, settlement, and, if relevant, the management of Disputes, Refunds, and Reversals, associated with the individual transaction.

"Merchant Compliance and Financial Information" means all Merchant information that Globadyme requires to comply with Law, and Governmental Authority and Financial Partner requirements, and all information necessary to assess Merchant's business and financial conditions.

2. Scope of Services
   Globadyme acts as an intermediary between the Merchants and the Financial Partners and institutions involved in payment transactions and agrees to provide the following payment processing services to the Merchant:

• Process payments from Customers via credit cards, debit cards, and any other payment methods in a timely and secure manner
• Provide Merchant with a Globadyme Dashboard and reports on payment transactions
• Globadyme provides an API and in the event Merchants need support Globadyme can also provide Integration services
• Globadyme reserves the right to transfer Merchants from Financial Partners to its own full service platform and will offer Merchants termination services with regard their Financial Partner Merchant Agreements in order to accommodate the transfer
• Globadyme does not hold any funds or financial assets on behalf of Merchants.
• Globadyme provides its services on an "as is" basis
• Globadyme will notify Merchants in advance of maintenance of the platform and will strive to minimize any necessary downtime.

3. Globadyme Account
   To use the Globadyme's payment services, Merchant's authorized representative must create a Globadyme account by providing accurate and complete information, as set out in Globadyme's onboarding procedures and documentation. Merchants must keep their account information up-to-date and are responsible for all activities that occur under their account. Merchants are not allowed to share their account information with any third party.
   
   
4. Prohibited Activities
   Merchants are not allowed to use Globadyme's payment services for any illegal or fraudulent activities. Users must comply with all applicable laws and regulations when using the payment services, as set out in Globadyme's Restricted and Prohibited Business Policy. Globadyme reserves the right to suspend or terminate any Merchant account that violates this Agreement.
   
   
5. Merchant Compliance and Financial Information
   When onboarding Merchant shall provide Globadyme with all compliance and financial information as required to by Law, and Governmental Authority and Financial Partner requirements, and all information necessary to assess Merchant's business and financial conditions. This may include information about representatives, beneficial owners, principals and other individuals associated with Merchant or Merchant's Globadyme Account. Furthermore this means all documentation necessary to assess Globadyme's risk and Merchant's ability to perform their obligations under this or the Financial Partner Agreements.
   
   
6. Fees and Payout Schedule
   Globadyme will charge the Merchant a fee for each payment transaction. The fee will be based on the type of payment method used and the amount of the transaction. Globadyme charges fees for its payment services as set out on its website, or the individual pricing agreements. Globadyme reserves the right to change its fees from time to time. Users will be notified of any changes to the fees in advance. The Payout Schedule will be on a weekly basis or in accordance with Financial Partner Terms.
   
   
7. Payment Transactions
   

   Merchants can initiate payment transactions through the Globadyme's platform. Globadyme will process the payment transaction and notify the both the Merchant and the Customer of its status. Globadyme is not responsible for any Payout Delays or errors caused by financial partners or institutions involved in the payment transaction.
   
   

8. Settlements and currencies

   Payments will be made in accordance with the Payout Schedule with the stated settlement currency. Multi-currency settlements are available at Merchant's costs.
   
   

9. Chargebacks and Fines
   Merchant is solely responsible for chargebacks, fines and Globadyme losses, meaning all amounts awarded to third party claims, and all penalties, fines, and third-party costs (including legal fees) paid by or charged to Globadyme, according to Financial Partners rules and terms. Globadyme reserves the right to monitor the level of chargebacks and act accordingly In the event of the occurrence of an irregular amount of chargebacks Globadyme reserves the right to take appropriate measures against Merchants.
   
   
10. Refunds
    

    Globadyme will refund payment amounts to the Customer's account in accordance with the Merchant's refund policy and the Financial Partner Terms.
    
    

11. Customer Support
    Globadyme will offer Customer Support according to the following schedule:
    Regular Support: Monday-Friday 9.00-17.00 CET
    Emergency Support: 24/7
    Contact details: [email protected]
    
    
12. Confidentiality

    The parties agree that all information disclosed by either party to the other party in connection with this Agreement (including, but not limited to, information regarding the other party's business, products, services, technology, and financial data) shall be kept confidential and shall not be disclosed to any third party without the prior written consent of the disclosing party.
    
    This confidentiality obligation shall not apply to information that:

• Is or becomes generally known to the public without breach of this Agreement;
• Is already known to the receiving party at the time of disclosure;
• Is independently developed by the receiving party without use of the disclosing party's confidential information;
• Is required to be disclosed by law or regulation; or
• Is disclosed to the receiving party's attorneys, accountants, or other advisors in connection with this Agreement, provided that such advisors are bound by confidentiality obligations similar to those set forth in this Section.
• The parties agree to take all reasonable steps to protect the confidentiality of the confidential information, including, but not limited to, using reasonable security measures to protect the confidentiality of the information and restricting access to the information to authorized personnel only.
• The parties agree that any breach of this confidentiality obligation shall be a material breach of this Agreement and shall entitle the non-breaching party to seek all available remedies, including injunctive relief, damages, and attorneys' fees.

13. Privacy
    Globadyme will collect and process (personal) information of Merchants and Customers in accordance with its privacy policy. The Provider will take all necessary steps to protect the Customers' personal information according to Data Protection Law and regulations and will not disclose it to any third party without Merchant and Customers' consent. By accepting these Globadyme General Terms and Conditions Merchant agrees to the provision of the Data Processing Agreement.

14. Intellectual Property Rights
    All IP Rights connected to products and services designed by and/or for Globadyme shall be vested with Globadyme. Merchant shall not be entitled to copy items or parts thereof either wholly or in part or to breach these intellectual property rights in any other way. Merchant shall receive a non-exclusive and non-transferable right to use Globadyme IP in relation to the agreed upon and provided Globadyme Services.
    

     

15. Liability
    Globadyme is not responsible for any loss or damage caused by the financial partners and/or institutions involved in the payment transaction. Globadyme is not liable for any direct, indirect, incidental, or consequential damages incurred by the Merchant or Customer arising out of or in connection with the use of its payment services, except for losses or damages caused by Globadyme's gross negligence or willful misconduct.

16. Force Majeure
    Neither party shall be liable for any delay or failure in performance under this Agreement caused by or resulting from any Force Majeure Event.

    For purposes of this Agreement, a "Force Majeure Event" shall mean any event or circumstance that is beyond the reasonable control of a party, including but not limited to: Act of God or natural disaster; War, terrorism, or civil unrest; Fire, flood, or other Natural disaster; Strike, lockout, or other labor dispute; Government action or regulation; Failure of a supplier or carrier; or Any other event or circumstance that is beyond the reasonable control of a party.

    If a Force Majeure Event occurs, the affected party shall promptly notify the other party in writing of the event and its anticipated duration. The affected party shall use reasonable efforts to mitigate the effects of the Force Majeure Event, and shall resume performance of its obligations under this Agreement as soon as practicable after the Force Majeure Event ceases.

    The time for performance of any obligation under this Agreement that is delayed or prevented by a Force Majeure Event shall be extended for a period of time equal to the duration of the Force Majeure Event plus a reasonable period of time for the affected party to resume performance.

    If a Force Majeure Event continues for a period of more than 60 days, either party may terminate this Agreement by giving written notice to the other party.
    
    

17. Termination and suspension

    This agreement will commence on the Effective Date (i.e. by the creation of the Globadyme Account and the acceptance of these General Terms and Conditions) and will continue for an indefinite period. This agreement may be terminated with or without cause by either party at any time upon 60 days' written notice to the other party.

    Globadyme may suspend its obligations under the Agreement or terminate the Agreement with immediate effect without further notice of default being required, without being under any obligation to pay damages and without prejudice to its rights under the Agreement or by law, if at any time:

    1. a) Merchant, upon receipt of a written notice of default by Globadyme requesting Merchant to remedy the default within a reasonable time-frame, does not remedy any material or repeated breach or non-observance of any of the provisions of this Agreement, such as but not limited to the applicable Due Diligence Requirements;
    2. b) Merchant refuses or neglects to comply with any reasonable and lawful directions of Globadyme;
    3. (c) Merchant or any of its officers or employees are convicted of any financial related criminal offenses;
    4. d) Merchant is declared bankrupt, makes any arrangement with or for the benefit of its creditors, is winding-up, suspending its payments or transferring the business and /or a substantial part of its claims;
    5. (e) Merchant or any of its officers or employees commits any fraud or dishonesty or acts in any manner which in the opinion of Globadyme brings or is likely to bring Globadyme into disrepute or is materially adverse to the interests of.

       In case of an event referred above, Globadyme may request, and Merchant shall provide adequate security for the performance of its obligations under the Agreement, in the absence of which Globadyme shall be entitled to suspend performance of its obligations under the Agreement.

       All claims that Globadyme has or may acquire on the Merchant shall immediately become due and payable in the event of a situation as referred to above.

       Upon termination Merchant shall:
       a) immediately deliver to Globadyme all items owned by Globadyme and in the possession or under control of Merchant, and;
       b) return and/or delete any and all Confidential Information provided by Globadyme to Merchant.

        

18. Governing Law
    This Agreement shall be governed by and construed in accordance with the laws of the Netherlands. Any dispute arising out of or in connection with this Agreement that could not be solved in an amicable manner shall be resolved through binding arbitration in accordance with the rules of the applicable arbitration association.

19. Amendments
    Globadyme reserves the right to amend this Agreement from time to time. Users will be notified of any changes to this Agreement in advance. Users must accept the amended Agreement to continue using Globadyme's payment services.

20. Entire Agreement
    This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

21. Severability
    If any provision of this agreement is held to be invalid or unenforceable, such provision will be struck from this agreement and the remaining provisions will remain in full force and effect.

22. Waiver
    No waiver of any provision of this agreement will be effective unless in writing and signed by both parties.

23. English Language
    Concerning the Globadyme General Terms and Conditions the English version is the leading version.

24. Notices
    All notices and other communications hereunder will be in writing and will be deemed to have been duly given when delivered in person, upon the first business day following deposit in the mail, postage prepaid, certified or registered, return receipt requested, addressed as follows:
    
    If to Globadyme:
    Email address: [email protected]
    Attention: Legal Department