|1.1||The following terms and the given definitions are used in these General Terms and Conditions:|
Batch: payment to the Merchant of the Available Balance (this is the Book Balance minus the fees to be paid by the Merchant).
Available Balance: the part of the Book Balance which is available to the Merchant.
Payment Method: the method which can be used by the Merchant’s customers to make payments.
Book Balance: the balance of the customers’ funds which have been credited to the “Derdengeldrekening” (Customer Funds Account) for the Merchant.
Chargeback: refund of the purchase amount paid by the customer (only applicable with regard to PayPal and credit cards).
Customer Funds Account: the bank account managed by the Foundation.
Service: the services and solutions offered by Sisow based on the Agreement, including the digital payment methods specified in the Agreement. Financial Institution: bank, credit card company or payment method owner with which Sisow, the Merchant or the Customer has entered into an agreement to use the payment methods offered by this Financial Institution and/or to manage funds.
Office Hours: every working day from 8:30 a.m. to 5 p.m.
Customer: the person to whom the Merchant sells.
Reporting From: Merchant Data Change Reporting Form, the (electronic) form with which the Merchant must pass on changes to the Merchant’s data to Sisow.
Merchant: Sisow’s other party in the Agreement.
UCR: Unjustified Collection Report.
Parties: Sisow and the Merchant.
Agreement: the Agreement entered into between Sisow and the Merchant that, for example, specifies which payment services Sisow shall deliver to the Merchant.
Preminder: message that Sisow sends to the Merchant through a text message and/or email.
Refund: a (full or partial) returned payment of the Merchant to the Customer.
Rolling Reserve: blocked amount of the Book Balance to cover the Financial Risks.
Sisow: the private limited company Sisow B.V. established in Helmond and registered in the Trade Register under number 52093328.
Sisow Gateway: all of the hardware, software and other applications used to offer Transactions for processing to Financial Institutions.
Foundation: the Stichting Derdengelden Sisow, a foundation established in Helmond and registered in the Trade Register under number 52094383.
Transaction: payment instruction of the Customer that is processed by Sisow.
Currency: the currency unit used as a payment means.
Fees: the Fees which the Merchant owes Sisow for the Service.
Working Day: a day which is not a Saturday or a Sunday and which is not a generally recognized public holiday or a day deemed to be such as referred to in Section 3 of the Dutch General Extension of Time Limits Act and which is not a bank holiday.
|1.2||Whenever reference is made in the General Terms and Conditions to “written” this shall also be deemed to include communication by email unless this is in express conflict with the requirements of mandatory law.|
|1.3||The definition of words in the singular also comprises the plural form and vice versa.|
|1.4||Headers and numbering of Articles are only used to make it easier to refer to Articles and shall not influence the interpretation of the relevant Articles.|
|2.||APPLICABILITY OF THE GENERAL TERMS AND CONDITIONS|
|2.1||The General Terms and Conditions apply to and are an integral part of the Agreement between Sisow and the Merchant. The applicability of the General Terms and Conditions of the Merchant or to which the Merchant refers is expressly excluded.|
|2.2||Derogations from these General Terms and Conditions shall only be deemed legally valid if accepted expressly and in writing by the Parties and included in the Agreement.|
|2.3||If and insofar as any provision of the General Terms and Conditions is void or is declared void, the other provisions of the General Terms and Conditions shall continue to be in full force. Sisow shall in that case replace the void provisions or provisions declared void by valid provisions that agree as much as possible with the aim and the object of the provisions that are void or can be declared void.|
|2.4||Sisow reserves the right to supplement, amend and/or replace the General Terms and Conditions. Sisow shall inform the Merchant about this at least two months before the effective date of the amended General Terms and Conditions by sending an email that contains the amended version of the General Terms and Conditions. If the Merchant does not agree with the amendments, the Merchant can terminate the Agreement in writing whilst observing a period of notice of thirty days when the amended General Terms and Conditions are deemed to come into effect. If the Merchant does not terminate or does not terminate the Agreement on time, it shall be assumed that the Merchant has accepted the new General Terms and Conditions. The burden of proof for the (timely) receipt of the cancellation is vested on the Merchant.|
|2.5||Sisow reserves the right to shorten the period of two months as referred to in Article 2.4 in exceptional cases including, but not limited to, applicable legislation and regulations being amended at the instructions of the supervisory body or should material shortcomings come to light with regard to the General Terms and Conditions. In this case, the period of notice that applies to the Merchant shall also be reasonably shortened.|
|3.||ACCEPTANCE BY THE MERCHANT|
|3.1||Prior to the formation of the Agreement, the Merchant must have successfully completed the acceptance procedure used by Sisow and, if the offered payment method also requires acceptance by a Financial Institution, must also meet the obligations set by the relevant Financial Institution.|
|3.2||Sisow shall be entitled to refuse acceptance without having to specify the reason.|
|3.3||The acceptance procedure shall only be started after Sisow has received the requested data and documents integrally and within the set period from the Merchant.|
|3.4||The Merchant shall guarantee the correctness, completeness and correct receipt by Sisow of the data and documents. Sisow accepts no liability with regard to the information issued by the Merchant.|
|3.5||The duration of the acceptance procedure shall also depend on the information provision by the Merchant and the verification and interpretation of the supplied data by Sisow. Sisow aims at ensuring the acceptance procedure runs smoothly and successfully, but it cannot guarantee either the acceptance by Sisow and/or the Financial Institution, or a time frame within which the acceptance procedure shall have been concluded.|
|3.6||Should Sisow and/or the Financial Institution not accept the Merchant or if the Financial Institution no longer wants to offer a payment method to the Merchant, Sisow shall inform the Merchant about this by email.|
|4.||FORMATION, DURATION AND TERMINATION OF THE AGREEMENT|
|4.1||After successfully completing the acceptance procedure, the Agreement shall be formed by the Parties by signing the Agreement.|
|4.2||The Agreement shall be entered into for an indefinite period of time as from the date of signing it unless agreed otherwise.|
|4.3||Each of the Parties shall be entitled to cancel the Agreement in writing whilst observing a period of notice of thirty calendar days.|
|4.4||Each of the Parties shall be entitled to fully or partially terminate the Agreement without impairment to the provisions made elsewhere in the General Terms and Conditions after prior written notice of default in which a reasonable period is given to the other Party to properly fulfil that Party’s obligations arising from the Agreement or General Terms and Conditions, if the other Party still does not fulfil that Party’s obligations within the set reasonable period.|
|4.5||Each of the Parties is entitled to terminate the Agreement, in whole or in part, in the event the other Party or the other Party’s business: – has been granted a moratorium on payment of debts; – has been declared bankrupt or a request has been submitted to that end; – has terminated its activities, whether or not after liquidation.|
|4.6||Sisow is entitled to terminate the Agreement, in whole or in part, with immediate effect and without requiring (prior) notice of default or judicial intervention and without the existence of any liability for damage and notwithstanding Sisow’s right for compensation for damage, lost profit and interest: – if the Merchant fails to comply with any of its obligations arising from the Agreement or the General Terms and Conditions or Sisow’s rules or instructions; – in the event of, if the Merchant is a natural person, the appointment of an administrator or guardian or the death of the Merchant; – if the Merchant, evidently or probably, offers goods and/or services of which the existence, offer, trade, possession or use is punishable by law, contradicts applicable laws and regulations and/or contradicts the acceptance policy used by Sisow; – if the Merchant improperly or unlawfully uses the Sisow Gateway; – if, by the Merchant’s action or lack of action, damage to Sisow’s reputation or brand is inflicted or threatens to be inflicted; – if there is a situation of force majeure on the side of Sisow.|
|4.7||If circumstances as referred to in Article 4.5 or circumstances as referred to in Article 4.6 occur on the side of Sisow or if the Merchant, despite reminders from Sisow, has not conducted a single Transaction within a period of six months or if the Merchant, in the opinion of Sisow, does not maintain a satisfactory complaint procedure, Sisow is entitled to: – deny the Merchant access to and use of the Sisow Gateway and the Service related thereto, in whole or in part, and deactivate, take out of service and/or limit the use of the Merchant’s user’s account; – suspend Transactions which have not yet been executed; – reverse Transactions which have already been executed; – suspend Sisow’s obligations arising from the Agreement or the General Terms and Conditions, without prejudice to all rights and authorities of Sisow.|
|4.8||If the Agreement is terminated based on this Article, the Services already delivered by Sisow and the related obligation of the Merchant to pay Fees cannot be revoked unless the Merchant proves that Sisow is in default with regard to those Services. In that case, the Fees due and payable by the Merchant shall become immediately due and payable.|
|4.9||When the Agreement is terminated for whatever reason, the right of the Merchant to gain access and use the Sisow Gateway shall terminate by operation of law.|
|5.||ACCESS TO AND USE OF THE SISOW GATEWAY AND THE RELATED SERVICE|
|5.1||After the formation of the Agreement, Sisow shall grant the Merchant access to a non-exclusive and non-transferable user right to the Sisow Gateway.|
|5.2||The Merchant shall be responsible for the realization of the connection that is required for this with regard to the Merchant’s systems and the Sisow Gateway. The activities to be performed by the Merchant or that have been performed by the Merchant shall be at the expense and risk of the Merchant. If asked, Sisow is prepared to support the Merchant in realizing the connection for a fee. The Merchant shall be able to use the Service for the first time after a correct connection has been made.|
|5.3||The applications and software developed by Sisow are only suitable for standard applications.|
|5.4||Sisow is authorized to change the (technical) properties of the Sisow Gateway. If and insofar as this has consequences for the access or use (methods) by the Merchant of the Sisow Gateway, Sisow shall inform the Merchant regarding this in a timely manner and appropriately.|
|5.5||Sisow cannot accept any liability for any damages or losses that are the result of or are related to the use such as, but not limited to, not being able to use and/or not being able to use fully or on time the Sisow Gateway and the related Services by the Merchant.|
|6.||RELATIONSHIP WITH THE CUSTOMER, FINANCIAL INSTITUTION AND OTHER THIRD PARTIES|
|6.1||The Agreement and General Terms and Conditions shall only apply to the legal relationship between Sisow and the Merchant. Sisow is expressly not a Party with regard to the agreements between, on the one hand, the Merchant and, on the other hand, the Customer, Financial Institution or other third party.|
|6.2||Sisow shall not be liable towards the Merchant for (legal) actions of the Customer, Financial Institution or other third party or shortcomings in the observance of the liabilities and obligations by the Customer, Financial Institution or other third party.|
|6.3||The Merchant shall indemnify Sisow against all claims of the Customer, Financial Institution and other third parties: – which are related to the execution of the Agreement, such as but not exclusively the use, (temporary) decommissioning or limited operation of the Sisow Gateway or the discontinuation of a payment service provided by a Financial Institution; – which are unrelated to the execution of the Agreement and are the consequence of acts or omissions of the Merchant, such as but not exclusively claims owing to the lack of delivery of goods or services to the Customer.|
|7.||OBLIGATIONS OF THE MERCHANT|
|7.1||The Merchant must provide all information and documents that Sisow requests including, but not limited to, the data and documents required within the framework of anti-money laundering legislation or other legislation and regulations and must ensure that this information is correct, complete and has been obtained and processed legally.|
|7.2||The Merchant commits to submitting to Sisow (additional) data, information and documents by using the Reporting Form as soon as possible but within ten working days at most after any legal arrangement, (change to) the risk profile of the Merchant or other changes as specified in the aforementioned Reporting Form should represent a reason to do so.|
|7.3||The Merchant guarantees to Sisow that: – he offers no goods and/or services of which the existence, offer, trade, possession or use is punishable by law, contradicts applicable laws and regulations and/or contradicts the acceptance policy used by Sisow; – he meets his obligations to the Customer; -he abides to the laws and regulations, such as but not limited to the Personal Data Protection Act and the Distance Selling Act; – he concludes no agreements with the Customer which are void or voidable, improper, fraudulent or otherwise inconsistent with common decency, public order or respectable business practices, or are contrary to Sisow’s acceptance policy; – he refrains from activities which can inflict damage to Sisow’s reputation and/or brand.|
|7.4||The Merchant shall take responsibility at his/her own expense and risk for the uninterrupted availability and correct operation and protection of his/her website and the connection of his/her systems with the Sisow Gateway.|
|7.5||The Merchant shall manage his/her connection to the Sisow Gateway under his/her exclusive responsibility. The Merchant recognises and is aware of the risks linked to the use of the internet, email and Payment Services.|
|7.6||The Merchant must comply with the instructions and rules set by Sisow at all times and fully including, but not limited to, the instructions and rules set with regard to the access and use of the Sisow Gateway.|
|7.7||The Merchant may expressly not disrupt the normal operation of and the access to the Sisow Gateway, to damage, limit or in some other way influence its integrity and/or remove or evade its protections.|
|7.8||The Merchant guarantees that (the content of) the Merchant’s website complies with the legislation and regulations that apply with regard to this.|
|7.9||The Merchant has an appropriate complaints procedure for Customers and must act in accordance with Article 14 when Customers lodge a complaint.|
|7.10||The Merchant shall not abuse the Sisow Gateway Service and shall indemnify Sisow of such abuse by employees or any other third party who is involved in the activities of the Merchant.|
|7.11||The Merchant undertakes to Sisow that, if any change occurs with respect to the Ultimate Beneficial Owner(s) or director(s), also called UBO, the change will be communicated with Sisow as soon as possible.|
|8.||OBLIGATIONS OF SISOW|
|8.1||Sisow has, by virtue of its license as payment service provider, obligations with respect to the provision of information and acts in accordance with these obligations, which means, among other things, that a best-efforts obligation rests on Sisow with respect to: – maintaining the operational availability of the digital infrastructure for the Merchant; – providing the Merchant with recent versions of reliable applications, updates, patches and the rectification of errors in Sisow’s digital infrastructure, all this insofar as this may be reasonably expected of Sisow; – providing the Merchant with notifications about updates and Preminders; – providing proper help to the Merchant for the use of applications and making a help desk available within Office Hours; – carefully and ethically handling personal data, information and documents; – safely storing data; – observing accepted societal standards of security for Sisow’s digital infrastructure; – correctly handling and processing of complaints relating to the provision of service to the Merchant; – in the event of disruptions, maintenance or other causes of the unavailability of the services, informing the Merchant in a timely and clear manner about the nature and expected duration of the in-operability of the Service; – keeping the Sisow Gateway and its sections available and accessible as much as possible. Sisow is not responsible for and accepts no liability whatsoever with regard to the provision of information from or settlement of transactions by Financial Institutions for the Merchant and/or the Customer.|
|8.2||If Sisow must put the Sisow Gateway or any application out of service temporarily, Sisow shall do this outside Office Hours as much as possible. Sisow cannot accept any liability for any damages or losses that may arise from this in-operability of service for the Merchant and/or Customer.|
|9.||STICHTING DERDENGELDEN SISOW|
|9.1||The Stichting Derdengelden Sisow (the Foundation) shall act as an independent custodian of customer funds and as an independent manager of Customer Funds Account.|
|9.2||The Merchant grants the Foundation authorization by entering into the Agreement to exclusively manage the Book Balance of the Merchant and authorization to collect the Fees that the Merchant owes Sisow.|
|9.3||The Foundation shall take due care and attention when performing its tasks and shall take into account the justified interests of the Merchant and Customer to the best of its abilities.|
|9.4||Sisow and the Foundation are jointly and severally the creditor in accordance with Book 6, Section 16 of the Dutch Civil Code with regard to the Fees and are expressly entitled to deduct the Fees from the Book Balance of the Merchant.|
|9.5||The Merchant shall refund to the Customer Funds Account any funds that he or she may have received erroneously at the first request of Sisow or the Foundation.|
|9.6||The Merchant shall not maintain a debit balance on his or her Book Balance. If this situation should present itself anyway, the Merchant must clear the debit balance immediately and the Foundation shall have a claim that is immediately due and payable for this debit balance.|
|9.7||Sisow is entitled to set up and regularly adjust a Rolling Reserve to cover financial risks linked to the supplied Service including, but not limited to, Refunds, Chargebacks, reversals, UCRs and Book Balance debit balances if and when the risk profile established by Sisow gives reason to do so. The Rolling Reserve shall amount to either a percentage of the turnover or a fixed amount and shall be kept during a period of a few months as further specified in the Agreement.|
|9.8||The Rolling Reserve shall be paid out to the Merchant three months after the termination of the Agreement at the latest.|
|9.9||The Merchant shall not claim interest payments over the Book Balance and/or the Rolling Reserve.|
|10.1||A legal agreement between the Merchant and the Customer must form the basis of every Transaction that allows that the payment be made through Sisow.|
|10.2||Sisow can, by order of a Financial Institution or otherwise, refuse the processing of a Transaction if there is a manifestation or presumption of: – irregularities or fraud or execution of the Transaction which is otherwise contrary to laws and regulations; – unintended double Transaction or errors in the Transaction, e.g. as a result of disruptions; – misuse of the Sisow Gateway; – impairment of the Rolling Reserve because of the Transaction; – Chargeback; – another urgent and valid reason which opposes this.|
|10.3||A non-permitted payment transaction is undone insofar as it has not be paid out yet.|
|10.4||Sisow can never be held liable and does not accept any liability for non-payment by the Customer and the costs that the Merchant must incur to demand the funds from the Customer.|
|11.||CHARGEBACKS AND REFUNDS|
|11.1||The Merchant shall be informed as soon as possible by email about Chargebacks and Refunds.|
|11.2||Chargebacks and Refunds shall be settled with the funds that the Merchant has as a credit with Sisow regardless of their correctness.|
|11.3||Sisow shall never be responsible and does not accept any liability for Chargebacks and Refunds.|
|12.1||The Merchant must pay Sisow the applicable Fee for the payment method(s), Batches and Refunds selected by the Merchant. If a Financial Institution should charge Sisow costs for the UCR, Sisow shall pass on these costs to the Merchant.|
|12.2||Sisow shall settle the Fee due and payable calculated per Transaction per Batch.|
|12.3||Sisow reserves the right to adjust the Fees twice a year at most. Sisow shall inform the Merchant by email at least a month before the effective date of the adjusted Fees. If the Merchant does not agree with the adjustment, the Merchant can terminate the Agreement within ten working days after the date on which Sisow has sent the new Fees on the date on which the adjusted Fees come into effect. The burden of proof with regard to Sisow receiving such a notification is on the Merchant. If the period of ten days has elapsed, it shall be assumed that the Merchant has accepted the adjusted Fees.|
|13.1||The Merchant must carefully deal with serious complaints from the Customer or other third party. Emails from Customers to the Merchant must be answered within five working days at most and telephone questions and complaints must be settled properly.|
|13.2||If the Merchant should not settle questions or complaints from Customers properly, Sisow shall be entitled to suspend the offered services or user rights of the Merchant, put them out of service or limit their use in accordance with Article 4.7.|
|13.3||Sisow shall immediately inform the Merchant about complaints from Customers or other third parties that Sisow receives unless it cannot be reasonably expected from Sisow that it can do this because of, for example, the seriousness of a complaint or a suspicion of non-compliance with legislation or regulations as referred to in Article 8.|
|13.4||Sisow shall report to the involved Payment Method Owner complaints about and abuses regarding the Merchant.|
|13.5||If, in the opinion of Sisow, Customers structurally report to Sisow questions or complaints about the Merchant and the Merchant insufficiently settles these questions or complaints appropriately, Sisow reserves the right to charge the Merchant € 50 for each incoming complaint. The notification of this by Sisow to the Merchant shall take place in writing.|
|14.1||The Parties commit to deal with information in a strictly confidential manner, to protect it in a suitable manner and not to make it known to third parties with regard to all information that they may have become aware of within the framework of the Agreement regarding which the Parties know, should know or suspect that it has a confidential nature such as, but not only, information regarding the organisation, operational management, financial and technical issues and origin and destination of Transactions.|
|14.2||The Parties shall impose this obligation of confidentiality on and are responsible for the compliance with this obligation by their employees and third parties who are involved in any way with their activities or the execution of the Agreement.|
|14.3||The obligation of confidentiality is not applicable to information which: – is (or has become) part of the public domain; – has been lawfully received from a third party who is not bound by a similar obligation of confidentiality; – has been released with permission from the other party; – is obligated to be given in accordance with laws or regulations or by order of a competent authority.|
|14.4||The obligation of confidentiality shall continue for up to three years regardless after the termination of the Agreement.|
|15.1||The Parties process personal data of Customers when executing the Agreement. Every Party qualifies as a responsible entity with regard to this personal data insofar as the Party processes the data for the Party’s own ends and with the Party’s own resources.|
|15.2||Every Party guarantees that the Party shall process the Customers’ personal data in accordance with the applicable legislation and regulations with regard to processing personal data and shall take suitable security measures to protect the personal data against loss or illegal processing in whatever shape or form.|
|15.3||The Merchant shall ensure that each Customer is properly informed in writing about the way in which payments are settled. In so doing, the Merchant shall make the following clear to the Customer: – that Sisow BV is engaged by the Merchant as payment institution for the settlement of payments; – that Sisow acts on the basis of a licence from the Dutch central bank (DNB, De Nederlandsche Bank ); – that Sisow BV is independently responsible for the processing of the payment/personal data; – that the Merchant will provide to the Customer a link to Sisow’s website / privacy statement.|
|16.1||All intellectual property rights of all software, technologies, products, methods, documentation, information, etc. offered through the Sisow Gateway are exclusively vested on their licence issuers. The Merchant shall only be given non-exclusive and non-transferable user rights insofar this is required for the use agreed in the Agreement and General Terms and Conditions. The Merchant may not issue a sublicence to a third party.|
|16.2||The Merchant may not delete or change designations on which intellectual property rights are vested such as, but not limited to, logos, brands and trade names that refer to Sisow or a Financial Institution.|
|16.3||By entering into the Agreement, the Merchant grants permission to Sisow to specify the Merchant’s trade name and/or company logo on Sisow’s website.|
|17.1||Unless otherwise determined, Sisow shall only be deemed liable due to imputable shortcomings with regard to fulfilling its obligations under the Agreement if the Merchant declares that Sisow is in default where a reasonable period for resolving the shortcoming is set and Sisow also continues to imputably fail to fulfil its obligations.|
|17.2||The condition for any entitlement to compensation occurring is always that the Merchant reports the losses as soon as possible after they occur in writing to Sisow. This must, however, take place within a month after the Merchant has become aware of the losses and/or should have reasonably become aware of the losses.|
|17.3||The total liability of Sisow towards the Merchant based on whatever reason is limited to the payment of direct losses.|
|17.4||Sisow’s liability for indirect or consequential losses by virtue of anything whatsoever such as, but not limited to, lost profits and savings, reduced goodwill, losses due to business interruption, losses as a result of claims from Customers and corruption or loss of data is expressly excluded.|
|17.5||If Sisow is liable for any Transactions that have not been carried out and/or have not been carried out correctly or in time, the amount for which Sisow shall be liable is limited to the loss of interest where a maximum of € 100 shall apply.|
|17.6||The total liability of Sisow shall be limited at all times to an amount of no more than € 250 per incident per year.|
|17.7||The limitations and exclusions specified in this Article with regard to liability do not apply if and insofar the losses are a result of intentional or wilful recklessness of Sisow or of a person who is part of Sisow’s management.|
|18.1||None of the Parties are bound to comply with any obligation if the Party is impeded from doing so as a result of force majeure.|
|18.2||Force majeure on the side of Sisow is involved when an external condition partially or fully impedes Sisow’s fulfilment of its obligations towards the Merchant or when it cannot be reasonably expected that Sisow can fulfil such obligations regardless of whether this condition (these conditions) could have been foreseen when the Agreement was entered into. These conditions include, in any case but not exclusively: – obligations imposed by the government which have consequences for the provision of the services to be provided by Sisow; – deficiency of items, equipment, software and digital infrastructure of third parties, the use of which is necessary for the the Service to be provided by Sisow; – shortcoming of suppliers of Sisow of the other third parties, such as e.g. internet providers and telecom operators, on whose service Sisow is partly dependent for the performance of its obligations; – disruptions of internet, computer network or telecommunications facilities or other (digital) infrastructure; – failure of the electricity supply; – staffing; – strike; – unavailability of one or more essential staff members; – fire and flooding; – war; – extreme weather conditions and natural disasters; – external disturbances.|
|18.3||If the force majeure situation lasts for more than fourteen days and/or it is determined in advance that the force majeure situation shall last for at least fourteen days, the Parties shall have the right to terminate the Agreement.|
|18.4||If Sisow has already partly fulfilled its obligations or can only fulfil its obligations in part when the force majeure situation occurs, Sisow shall be authorized to invoice the already supplied service or the part of the service that can be supplied, respectively, separately and the Merchant must pay this invoice as if it concerned a separate agreement.|
|19.1||If the Merchant should discover that there are (or may be) errors or defects in the Service provided by Sisow or that Sisow is in default in some other way, the Merchant must declare Sisow in default within 30 calendar days after discovering the error, defect or default in writing. The notice of default must contain a description that is the fullest and most detailed possible of the shortcoming so that Sisow can respond appropriately.|
|19.2||A complaint shall not suspend the payment obligation of the Merchant. Sisow is not required to accept a complaint for processing as long as the Merchant still has any unpaid invoices.|
|20.1||If the Merchant accepts payments in a different Currency than the one used to pay the Merchant, Sisow shall pay out the amounts in the currency used by the Financial Institution for making payments. The Merchant cannot call Sisow to account about the exchange rate used.|
|21.||APPLICABLE RIGHT AND CHOICE OF FORUM|
|21.1||The Agreement between Sisow and the Merchant and everything that arises from this shall be governed by Dutch law.|
|21.2||The applicability of the Vienna Sales Convention is excluded.|
|21.3||Any dispute regarding the formation, explanation or execution and/or any other aspect of the Agreement and the General Terms and Conditions shall, in the first instance, be submitted to the competent court of the district court of ‘s-Hertogenbosch.|
|22.1||Sisow and the Foundation are entitled to use the services of third parties when executing the Agreement.|
|22.2||The data with regard to (the execution of) the Agreement kept by Sisow, the Foundation or third parties which they may have engaged serves as full proof with regard to the Merchant unless the Merchant proves otherwise.|
|22.3||All taxes that are due and payable with regard to the Agreement and the General Terms and Conditions or that may be levied in the future, shall be at the expense of the Merchant.|
|22.4||Sisow is entitled to transfer the legal relationship(s) with the Merchant that arises from the Agreement to a third party. By entering into the Agreement, the Merchant gives permission for this in advance unconditionally and irrevocably.|