General Terms & Conditions

1. General

1.1 These Terms and Conditions outline the legal relationship between PrepaidForge B.V., hereafter PPF, and Company. Capitalized words have the meaning provided under the definitions in article 2 of these Terms and Conditions.

1.2 These Terms and Conditions are an integral part of the Sales Agreement (SA) between PPF and Company. Company must adhere to the SA and these Terms and Conditions at all times.

1.3 PPF may change the Terms and Conditions or its provisions at all times. PPF undertakes to announce such changes on PPF’s website giving reasonable notice before the effective date. Prior to each use of the Portal, Company should check if any changes have been made to the Terms and Conditions.

1.4 Arrangements deviating from the provisions in the Terms and Conditions shall only be valid if confirmed by PPF in writing.

1.5 In case of discrepancy between the original Dutch text of these Terms and Conditions and any translation thereof, the original Dutch text shall prevail.

2. Definitions

2.1 Account: the account created by Company to gain access to the Portal or API.

2.2 Account Balance: the amount in EUR, which Company is obliged to prepay to PPF in order to be able to purchase Products in the Portal or API.

2.3 API: PPFs interface for the purchase and automatic delivery of Products.

2.4 Company: any party that created an Account at PPF’s website.

2.5 Issuer: the third party that issued the Product.

2.6 Portal: PPF’s online transaction platform where PPF offers its Products and Company can purchase these.

2.7 Product: a digital code issued by the Issuer that PPF offers to Company through the Portal or API.

2.8 Product Terms: general terms and conditions set by the Issuer that apply to the Product.

2.9 SA: the agreement closed between PPF and Company that enables Company to make use of the services offered on the Portal or in the API.

2.10 Terms and Conditions: these Terms and Conditions that apply to the SA.

3. Account

3.1 Company must create an Account in order to get access to PPF’s Portal and/or API. Company must fill in a login name and its secret password.

3.2 By creating the Account Company gets access to PPF’s Portal. Company will then be able to see PPF’s Product portfolio in the Portal. In order to be able to make use of the services offered by PPF via the Portal and to purchase Products Company must sign and return the SA, fulfill PPF’s KYC-form and upload the mandatory KYC documents and be approved by PPF as a client.

3.3 Company warrants that only persons authorized to make transactions use the Account. Every transaction made with a registered Account is considered to bind Company without proof of the contrary. Inlog codes and passwords providing access to the Account are strictly confidential. With respect to the Account and these inlog codes and passwords, Company is required to observe the utmost confidentiality at all times. Company shall take state-of-the-art security measures to prevent these inlog codes and passwords from being stolen or copied, from being used without authorization or abused, from being made available to third parties, or from third parties gaining access to the Account in any other way. Company shall at least use the multi-factor authentication tools offered by PPF, such as Google Authenticator. Company refrains from accessing the Account via a VPN-connection. The inlog codes and passwords providing access to the Account are personal and non-transferable. It is not permitted for anyone other than the person to whom the codes and passwords have been issued to use them.

3.4 PPF has the right at all times, at its own discretion and without giving reasons, to not grant an Account, to set additional requirements for granting or maintaining an Account, to block an already granted or created Account or to terminate an Account with immediate effect. PPF also has the right at all times to stop making certain Products or functionalities available at its own discretion.

3.5 PPF always has the right to access an Account to perform maintenance, carry out updates, upgrades or for other technical reasons. PPF is authorized to change codes and passwords at all times.

4. SA

4.1 Company shall provide all information PPF deems necessary to be able to assess the Company’s application for an SA. Company is required to fill in all necessary fields regarding Company information in the Portal. Company must upload the Company information as required in the Portal. Company must fill in PPF’s KYC-form and provide all relevant KYC-information to be asked by PPF. PPF applies her privacy policy. Important information can be found in the privacy statement on the website.

4.2 Information requests include excerpts from the trade register of the Chamber of Commerce, copies of bank statements and other financial information regarding Company and the group Company belongs to, as well as copies of passport, identity card and/or other means of identification to be requested from its managing directors, UBO’s and/or policymakers but are not limited to these.

4.3 Company must be registered with the Chamber of Commerce in the country where it has its registered office. If Company has its registered office in an EU member state, Company must also have a valid VAT number of that country.

4.4 In the SA further commercial specifications can be made concerning KYC obligations, Product Terms, term and notification addresses.

4.5 Company warrants that it shall abide with all national and international relevant regulations and legislation regarding the Company itself and its course of business. Company shall provide PPF at first request with all information PPF deems necessary to be able to further assess Company’s compliance with these regulations and/or legislation and/or to be able to perform ongoing investigations with regard to PPF’s AML standards, compliance obligations and business risks.

4.6 An SA is always offered by PPF and can only be accepted by Company under the suspensive condition that all information, including all KYC-information as further elaborated in PPF’s KYC-form, requested by PPF has been provided by Company and has been assessed and approved by PPF. The SA will only come into effect after PPF has approved Company as a client.

4.7 Company has to sign and return the SA to PPF. After reception of the undersigned SA and after being approved as a client by PPF Company can make use of the services of the Portal and/or API.

5. PPF’s API

5.1 Company can install PPF’s API for free. If Company intends to make use of PPF’s API Company needs to apply for the API code. From PPF’s website Company can download the documentation with instructions on how to install the API. Company will have to install the API themselves.

5.2 Before the API is made available - and otherwise at PPF’s first request – Company must have its IP address ‘white-listed’, i.e. have it listed so that PPF can verify the authenticity of the Company device being used and Company emails.

5.3 Company undertakes to install the API perfectly before using it. Company is responsible for proper installation and management of the API connection.

5.4 Company shall at all times follow the instructions and directions from PPF regarding the use of the API.

5.5 Company shall take state-of-the-art technical and operational security measures to prevent the API from being used without authorization or misused and from being accessible by third parties. Company refrains from accessing the API via a VPN-connection.

5.6 Company warrants that the person accessing the API is authorized to act on Company’s behalf. Company is at all times responsible for all actions that occur through the API.

5.7 PPF has the right at any time to block, revoke or restrict permission to access and/or make use of the API as well as to restrict, block or change the Products offered in the API.

5.8 If Company notices that the API is being used unauthorized or misused Company is obliged to report this immediately to PPF. PPF will then take all necessary action to stop the misuse.

5.9 Use of the API is further governed by PPF’s Service Level Agreement (‘SLA’) to be closed between Company and PPF.

6. Account Balance

6.1 Company will be assigned an Account Balance by PPF. Before being able to purchase Products, Company has to fund Company’s Account Balance.

6.2 All purchases shall be drawn down against the Account Balance. Company’s ability to purchase Products on the Portal and/or API is thus limited to the amount shown on the Account Balance in the Portal or API. Company can purchase Products until this amount is reached. The Portal and/or API will then automatically be blocked and the Account Balance shall have to be replenished in order to get the Portal and/or API deblocked and to reinstate Company’s ability to purchase Products.

6.3 The Account Balance must be funded by payments made at the bank account designated by PPF. All payments have to be made in EUR. Company can choose to pay via a bank transfer or via Paypal Mass. Company complies with all payment instructions of PPF.

6.4 Payments are being checked and handled by PPF’s finance department each business day between 16:00 and 18:00 PM (EST). Company’s Account Balance will then be updated by PPF.

6.5 The Account Balance covers for all prices of purchased Products, taxes, costs and all other monies due under the SA and these Terms and Conditions. Costs, commissions, transfer rates and exchange rate fees of banks and third parties shall be at the account of Company.

7. Delivery

7.1 Company purchases the Product by clicking the digital ‘Order’-button.

7.2 The delivery of the purchased Products will be processed automatically. The Portal generates a csv file with the purchased Products which file is directly visible in the Portal. The csv-file can be downloaded by clicking the digital ‘Download’-button. The csv-file will then be directly exported to the device that’s being used by Company.

7.3 The Products will be regarded as delivered the moment the csv file is displayed in the Portal.

7.4 Ordered Products can never be cancelled by Company.

7.5 If Company has installed PPF’s API a successful API call will generate an instant delivery of the Products to Company in query script form via the API. The API call will be regarded as the moment of delivery of the Products. API calls can never be cancelled by Company.

7.6 Delivered Products cannot be returned, due to the nature of the Product. Company bears the risk of the selection of the purchased Products. Company has to carefully check the correctness of the selection before clicking the digital ‘Order’-button.

7.7 All risk of loss and title for Products will pass to Company upon delivery of a Product by PPF.

7.8 Parties exclude the right to dissolve, rescind or nullify the purchase agreement, f.e. on account of absence of consensus ad idem.

7.9 PPF precludes claims resulting from a right of withdrawal exercised by a consumer. Company guarantees that Products will only be resold on the condition that the end-user declares explicitly to consent to direct delivery and thereby waives his right of withdrawal.

8. Prices and Discounts

8.1 Prices shown in the Portal or API are real time applicable prices. Tiers shown at PPF’s website are only indicative. The actual discount is processed in the price shown in the Portal or API. Prices are always exclusive of VAT.

8.2 Company receives invoices for all deposits made on the Account Balance and for all Products purchased. Invoices for Products shall be set-off with the deposits made on the Account Balance.

8.3 Company is solely responsible for the payment of all taxes, assessments, tariffs, duties or other fees imposed, assessed or collected by or under the authority of any governmental body (collectively, “Taxes”) arising from the purchase or delivery of Products and PPF’s provision of services hereunder. If PPF is required to directly pay Taxes related to Products purchased by Company or services provided, Company agrees to promptly reimburse PPF for any amounts paid by PPF and the out-of-pocket costs incurred to PPF in connection with paying such Taxes. PPF is always entitled to draw down Taxes from the Account Balance.

8.4 Company is obliged to inform itself and keep itself informed of the (tax) laws applicable to the Product and to apply them correctly.

8.5 Company is not authorized to suspend any payment or to offset any amounts due.

8.6 Company agrees that if action is taken to enforce monies due under this agreement, PPF shall be entitled to receive all costs of collection including all court costs and legal and attorney’s fees.

9. Product and Product Terms

9.1 Various Products are governed by their respective Product Terms. Product Terms are set by the Issuer of the Product. PPF only sells Products - and Products can only be purchased - subject to their Product Terms. Product Terms can be found at the website or the redemption site of the Issuer. Company shall adhere to these Product Terms at all times. Company is obliged to make arrangements to secure that an end-user of the Product will always be correctly informed about the applicability of these Product Terms and their content before selling the Product. Company shall integrate these Product Terms and their applicability as part of any further agreements regarding the Product to be closed by Company with third parties (e.g. resellers) and shall oblige third parties to do the same.

10. Product Use, Redemption and Refunds

10.1 PPF is not an Issuer of Products. Only Issuers are responsible for usage and application possibilities of Products as well as for carrying out redemption and refund rights regarding the Products. Issuers may impose extra fees and/or compensation for handling redemption or refund requests. Issuers may apply restrictions on the usage of Products. Issuers may apply age restrictions on Products. Issuers may apply territorial and/or quantity restrictions on Products. Issuers may apply strict KYC-procedures. Issuers may be entitled to cancel Products. Any customer service issues associated with the Product shall be the sole responsibility of Issuers. Company shall abide with all decisions of the Issuer and comply with all Issuers’ rights and restrictions. Company acknowledges that PPF is not responsible for and has no warranty or liability regarding the usage, redemption, refund and other rights and restrictions on any Product. PPF cannot (temporarily) de-activate Products or extend, reduce or alter the maturity of products.

10.2 Maturities of Products vary from product to product. The maturity of a Product is determined by the Issuer. Some of the Products sold by PPF are directly delivered from the Issuer. These products are activated upon purchase. The maturity of the Product then equals the maturity as communicated by the Issuer. Other Products come from distributors. These Products have already been activated. Longer handling periods apply here. In these cases, the remaining maturity is shorter than the maturity communicated by the Issuer. This is factored into the price of the Product as quoted by PPF. Shorter remaining maturities cannot be considered a defect of the Product. PPF does not provide any guarantee in this respect. PPF will not provide a new Product and will not reimburse any purchase price. PPF excludes any liability for damages resulting from expiration of a Product.

11. Product Availability

11.1 Products are subject to availability and may require Issuer approval. It is understood between parties that PPF may be required by an applicable Issuer to impose territorial and quantity limits on purchases or deliveries, reject all or any part of an order or discontinue specific Issuer Products, in which case PPF shall inform Company with prompt notice. Company acknowledges that PPF is not responsible for and has no warranty or liability regarding rejections and restrictions on any Product.

12. Product and IP

12.1 Any Issuer or third-party trademarks, word marks, figurative marks, tradenames, brand names, designs, ideas, logos, icons, images, copyrights and other intellectual property associated with Products are the property of such Issuer or third party and may not be used by Company without the prior written consent of such Issuer or third party. All rights to Issuer or third-party IP are reserved to such Issuer or third party. Company shall not use, post, distribute, reproduce or sell in any way any Issuer or third-party IP without legal authorization.

12.2 PPF does not provide any warranty as to the use of any Issuer or third-party IP. Use of any trademarks, word marks, figurative marks, tradenames, brand names, designs, ideas, logos, icons, images, copyrights and other Issuer or third-party IP by Company requires approval of the Issuer or third-party and compliance with Issuer or third-party requirements as mentioned on Issuers or third-party website and/or redemption site as well as other requirements made by Issuer or third-party. IP rights are not part of the purchase and PPF does not deliver any IP rights. PPF can only assist with obtaining the applicable Issuer or third-party requirements and communicating such requirements to Company.

13. Other Obligations Company

13.1 Company represents that it shall only offer Products for lawful purposes and shall use state-of-the-art technical and operational security measures to prevent fraudulent use of any Products, money laundering and terrorist financing. Company shall be solely responsible for all fraudulent use, money laundering and terrorist financing decisions and outcomes. PPF is not responsible if a Product is object or suspected to be object of fraud, money laundering or terrorist financing. If PPF has reasonable grounds to suspect fraudulent use, money laundering and/or terrorist financing all claims will always be declined.

13.2 Company shall update all required Company information in the Portal whenever a change in the Company information – including its course of business - occurs. Company shall update all information asked for in the KYC-form whenever a change in the Company or the information provided by Company takes place. Company shall upload all required documents to PPF and keep PPF’s files true and complete. Company shall revise all information provided on a yearly basis.

13.3 Except as expressly agreed to by PPF in writing, Products shall not be resold by Company and shall not be distributed to any consumers outside of the territory the Product is designed for or to any company doing business outside of that territory. Company shall take all state-of-the-art technical and operational measures to prevent the Products from being offered or distributed to EU High-risk countries.

13.4 Company shall take all appropriate technical and operational measures to prevent a Product from being the object of being abused, misused, lost, stolen, destroyed, or used without permission. PPF is not responsible if a Product is abused, misused, lost, stolen, destroyed, or used without permission. Any abuse, misuse, loss, steal, destruction or other use without permission must be reported to the Issuer at once.

13.5 Company is obliged to pay attention to the maturity and the expiry date of the Product as mentioned in the Portal and/or API. If the maturity or expiry date of the Product is not mentioned in the Portal or API, the maturity and expiry date are not known. Such Products may end or expire rapidly. PPF does not provide any guarantee in this regard. PPF shall not be liable for ended or expired Products. The risk of rapid termination or expiry of the Products lies entirely with Company. It is the Company’s own obligation and responsibility to communicate to resellers and/or end-users the maturity and expiry date of the Product or to communicate that the maturity and expiry date are not known and that the product may end or expire soon.

13.6 In case of a claim related to a non-functioning Product Company shall provide PPF a thorough claim report from the Issuer as well as all relevant information to be provided by the end-user regarding end-user’s claim, product name, code information, error message screenshots with the code visible, desktop screenshots, URL screenshots, region screenshots, purchase history and any further information necessary to resolve the case. All claims must be reported within 4 business days after the malfunctioning occurred.

13.7 Company shall not attempt to alter the face value of any Product or misrepresent the value or face value of any Product.

13.8 All Products offered in the Portal and/or API are for approved use cases only. Company shall provide Products for sale to consumers for these approved cases only.

13.9 Company shall take appropriate and state-of-the-art technical and organizational measures to secure the electronic transfer of data, and ensure a safe web environment towards PPF as well as towards resellers, end users or other third parties.

14. Proprietary Rights

14.1 PPF trademarks, word marks, figurative marks, tradenames, brand names, designs, ideas, logos, icons, images, copyrights and other intellectual property identifying PPF and its products and services are the intellectual property of PPF (“PPF IP”) and may not be used without the prior written consent of PPF, which PPF may grant or withhold in its sole and absolute discretion. All rights not expressly granted in these Terms and Conditions are reserved to PPF.

14.2 Except as expressly set forth herein, by using PPF’s services, Company agrees it shall not use, post, distribute, reproduce, or sell in any way, any PPF IP without legal authorization. PPF retains full copyright and intellectual property ownership, rights and protection in the services, the web site, including but not limited to all software, and other code. Company may not reverse-engineer, disassemble, decompile, transcribe, resell or redistribute any PPF IP without the prior written consent of PPF, which PPF may grant or withhold in its sole and absolute discretion. Company acknowledges that it does not acquire any ownership rights in any PPF IP. All rights are reserved.

14.3 PPF shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the services any suggestions, enhancement requests, recommendations or other feedback provided by Company relating to the services. Company acknowledges and agrees that any services incorporating such suggestions, enhancement requests, recommendations or other feedback shall be the sole and exclusive property of PPF and all such recommendations shall be free from any confidentiality restrictions that might otherwise be imposed upon PPF. Upon PPF’s first request, Company will cooperate with the formalities required for transfer.

15. Quality of Service

15.1 PPF is constantly working to improve the quality of the Portal and API and modifies services from time to time, including adding or deleting features and functions, in an effort to improve Company’s experience. Nothing in the SA or in these Terms and Conditions shall prohibit PPF from making such changes to the Portal, API or services. PPF is authorized to perform updates, upgrades and technical modifications at all times. PPF reserves the right to provide some or all elements of the service through use of third party providers.

15.2 PPF strives to provide good availability of the services. However, availability also depends on the Issuers, retailer, providers or other third party downtime. PPF is not responsible for any downtime.

15.3 PPF has a professional support team for technical service questions from 9:00 to 17:00 on business days. PPF shall only provide support to Company employees. The Support Team is available via support@prepaidforge.com.

16. Confidentiality

16.1 Company agrees that it may have access to confidential or proprietary, technical or business information of PPF including but not limited to Product data, customer data, pricing, trade secrets and know how (collectively, “Confidential Information”). Company will maintain the strict confidentiality of the Confidential Information and will not disclose the Confidential Information to any third party and shall exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own Confidential Information (in no event less than reasonable care).

16.2 Any unauthorized disclosure of Confidential Information by the Company may cause immediate and irreparable injury to PPF and in the event of such breach, PPF will be entitled, in addition to any other available remedies, to an immediate penalty of 2% of the total turnover invoiced to Company by PPF in the year preceding the disclosure with a minimum of EUR 25.000,- and 0,2% of the total turnover invoiced to Company by PPF in the year preceding the disclosure for each day the breach continues to exist with a minimum of EUR 2.500,- per day.

17. Warranties; Disclaimers

17.1 PPF makes no representations or warranties, express, implied or statutory regarding the Products, and expressly disclaims any implied warranties of merchantability, suitability, validity, originality, fitness for a particular purpose, good title, satisfactory quality, noninfringement or otherwise.

17.2 Except as expressly set forth herein, PPF does not warrant that the PPF Portal and/or API will meet Company’s specific needs, achieve a particular marketing or other business result, or are error free, that Company will be able to access or use the PPF Portal and/or API without problems or interruptions, or that the services are not susceptible to intrusion, attack or computer virus infection.

17.3 The foregoing notwithstanding, Company irrevocably waives any right to enjoin or restrain the operation of the services as a whole, or PPF’s use of any content or other material used or displayed through the services.

18. Limitation of Liability

18.1 PPF is not liable for damage in case a Product is object or suspected to be object of fraud, money laundering and/or terrorist financing or if PPF has reasonable grounds to suspect fraudulent use, money laundering and/or terrorist financing.

18.2 PPF is not liable for damage in case a Product is abused, misused, lost, stolen, destroyed, or used without permission.

18.3 PPF is not liable for damage in case a Product is expired.

18.4 PPF is not liable for damage in case a Product is (temporarily or permanently) not in stock or not deliverable.

18.5 PPF is not liable for damage as a result of limits and/or restrictions regarding a Product or its Product Terms. PPF is not liable for damage as a result of any Issuer action, omission or decision. PPF is not liable in case Product Terms have been breached.

18.6 PPF is not liable for damage as a result of Portal or API downtime, including downtime due to the implementation of updates, upgrades or other activities to improve the Portal’s or API’s functionality, or defects and malfunctions in PPF’s or third parties IT environment.

18.7 PPF is not liable for damage in case Company has failed to comply with PPFs request for information as stipulated in article 4 or 13.2 of these Terms and Conditions.

18.8 PPF is not liable for damage in case inlog codes or passwords have not been used correctly or are being used by unauthorized persons or in case unauthorized persons have gained access to the Account, Portal and/or API.

18.9 PPF is not liable for damage as a result of (account) hacking.

18.10 PPF is not liable for damage as a result of any wrong or unintended selection by Company in the Portal and/or API.

18.11 PPF is not liable for damage in case of breach of Issuer or third party IP.

18.12 PPF is not liable for damage as a result of the Product being used for non-approved cases.

18.13 PPF is not liable for damage as a result of alteration or misrepresentation of the face-value of the Product.

18.14 PPF is not liable for damages in case Company cannot prove it has correctly informed resellers or end users about the Products, the Product Terms, maturity and expiry date of the Product. PPF is not liable if a right of withdrawal is invoked.

18.15 PPF is not liable for damage in case Company has failed to take state of the art technical, operational and/or security measures, including measures to prevent fraud, money laundering and terrorist financing.

18.16 PPF is not liable for damages resulting from incorrectly displayed or provided information. PPF is not an advisor. Qualifications of Products (such as ‘closed loop’ or ‘open loop’) may (territorially) vary and change.

18.17 In no event will PPF be liable to Company or to any third party for any incidental, special, indirect, consequential, exemplary, cover, or punitive damages whatsoever including, but not limited to damages for lost profits, loss of data, business interruption or other commercial damages or losses, arising out of or in any way related to the services or Products, however caused, regardless of the theory of liability even if PPF has been advised of the possibility of such damages.

18.18 If any claim has occurred, or in PPF’s determination is likely to occur, PPF may in its sole discretion and at its option (a) provide a new product (b) refund to Company the fees paid by Company to PPF for the malfunctioning Product.

18.19 In no event shall PPF’s aggregate liability arising out of or related to the SA and these Terms and Conditions, whether in contract, tort or under any other theory of liability, exceed 2,5% of the amount paid by Company on average over the 6-month period preceding the notification of liability. The foregoing shall not alter or limit Company’s payment obligations under section Prices and Discounts.

18.20 PPFs liability will in all cases be limited to the amount of money that is covered under PPF’s insurance policy.

18.21 The foregoing obligations mentioned under 18.18-18.20 shall not apply with respect to a claim of malfunctioning if such claim arises out of (i) use of the services in combination with any software, hardware, network or system not supplied by PPF where the alleged malfunctioning relates to such combination, (ii) any modification or alteration of the services (other than by PPF), (iii) Company violation of applicable law or the rights of third parties, (iv) non-compliance with Product Terms or other Issuer or third party terms and conditions, (v) (suspicion of) fraud, (vi) (suspicion of) money laundering & terrorist financing, or (vii) any other violations of Company obligations under this agreement.

18.22 The exclusions and limitations of PPF’s liability described in the previous articles do not apply if and insofar as the damage is the result of PPF’s business management’s deliberate actions or conscious recklessness.

18.23 Any claim to damages is always subject to the condition that Company reports the damage to PPF in writing within four business days after that damage is occurred. Every damage claim against PPF shall expire by the lapse of three months after the claim arose, unless Company takes legal action for the reimbursement of damages before that term expires.

18.24 The provisions of this article, as well as other provisions and exclusions of liability referred to in this agreement, also apply for the benefit of all natural persons and legal entities that PPF hires for the performance of the SA and these Terms and Conditions.

18.25 Company agrees to indemnify, defend, and hold harmless, PPF and its respective affiliates, directors, officers and employees (“PPF Indemnified Parties”) harmless from and against all Issuer or other third-party claims, actions, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) relating to or arising in connection with; (i) Company’s negligent acts or omissions; (ii) Company’s material breach of its representations, warranties, covenants or obligations contained within the SA and these Terms and Conditions; (iii) any non-compliance with Product Terms or other Issuer or third party terms and conditions, policies, and procedures associated with the Products; (iv) any third-party claim, suit or proceeding alleging that Company is infringing Third-Party IP or any trade secret, trademark, copyright, or patent of any third party; (v) Company’s unauthorized use of any PPF IP, (vi) any (suspicion of) fraud, money laundering or terrorist financing, or (vii) Company’s gross negligence or wilful misconduct.

19. Termination

19.1 PPF is entitled to terminate the SA at any time without giving reason and without any notice. Upon termination access to the Portal, the API and all services shall terminate immediately.

19.2 The SA shall be terminated by PPF if an Account has not been used for more then 6 months.

19.3 Company is entitled to terminate the SA by registered letter or certified email at the end of each renewal period with due observance of a notice period of 3 months.

19.4 All monies due to PPF shall be payable on the date of termination. PPF is always authorized to deduct present and future claims against Company from the Account Balance. PPF is always authorized to suspend the obligation to disburse a remaining Account Balance in case of (suspicion of) fraud, money laundering or terrorist financing.

20. General

20.1 Relationship. The relationship between the parties is non-exclusive and does not constitute any joint venture between the parties. The relationship between the parties created by the SA is that of independent contractors.

20.2 Compliance. Company shall comply with the SA and these Terms and Conditions and all applicable laws, rules, and regulations including, without limitation, any AML & TF, advertising, marketing, promotional and trade practices laws, rules, regulations, codes and ordinances at all times.

20.3 Force Majeure. Except for performance of a payment obligation, PPF shall not be liable under the SA for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, network failures, data breaches, hacks, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control (“Force Majeure”). If the Force Majeure continues for more than thirty (30) calendar days, then Company may terminate the SA for convenience upon written notice (registered letter or certified email) to PPF.

20.4 Entire Understanding. The SA and these Terms and Conditions state the entire understanding between the parties with respect to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the parties with respect to the subject matter of the SA and these Terms and Conditions. To the extent of any conflict or inconsistency between the provisions in the body of the SA, these Terms and Conditions and any Appendix or addendum hereto, these Terms and Conditions shall prevail.

20.5 Governing Law and Venue. The SA and these Terms and Conditions are governed by and construed under the laws of the Netherlands. Parties agree that the courts located in Den Bosch, the Netherlands, will have exclusive jurisdiction to adjudicate any dispute relating to the SA and these Terms and Conditions. Each Party hereby irrevocably consents to the exclusive jurisdiction of such courts.

20.6 Notices. Except for email notifications as permitted hereunder, all other legal notices required to be sent hereunder shall be in writing and shall be deemed to have been given upon (i) the date sent by confirmed email, (ii) on the date it was delivered by courier, or (iii) if by certified mail return receipt requested, on the date received, to the notification addresses set forth in the SA. All communications and notices to be made or given shall be in the English language.

20.7 Severability. All clauses and covenants contained in the SA and these Terms and Conditions are severable and in the event any of them are held to be invalid by any court, such clause or covenant shall be valid and enforced to the maximum extent as to which it may be valid and enforceable, and the SA and these Terms and Conditions will be interpreted as if such invalid clauses or covenants were not contained herein.

20.8 Survival. All rights, duties and responsibilities of any party that either expressly or by their nature extend into the future, including Confidentiality and Limitations of liability, shall extend beyond and survive the termination of the SA.