Click here to download the general terms and conditions.
1. In these general conditions, the following definitions apply:
a. Third Party: any other (legal) entity other than Payt or the Client.
b. User: a person who uses or wishes use to the Applications (referring also, but not exclusively, to the Client).
c. Payt: the private limited liability company Payt Software, with its registered office in Groningen, the Netherlands, and listed in the Dutch Trade Register under number 08155915.
d. Improper behaviour: acting in violation of the law, public order, common decency, the Agreement, these terms and conditions (including – but not restricted to – conduct in violation of the user rules and regulations, or default), as well as any other form of unseemly behaviour.
e. Client: the (other) party who concludes an Agreement with Payt.
f. Agreement: the Agreement, comprising all the agreements made between Payt and the Client for the purpose of performing activities, deliveries and/or services.
g. Applications: any form of online or offline (hard copy) information sources, applications, services and/or products including - but not restricted to - the online invoicing and collection system of Payt.
2. Implementation of the Agreement General
1. Payt will make every effort to provide and implement the services and Applications with due care and attention. The services and Applications are provided and implemented exclusively on the basis of best-effort. Making use of the Applications does not provide any guarantee that the claim will be wholly or partially settled by the debtor.
2. If a performance is defective and a complaint is lodged within the required time period, Payt will repeat the performance, minus the defects, within a reasonable period of time, or will repair the defects of the performance. Payt also reserves the right to alternatively pay compensation to the Client, up to a maximum of the invoice sum, for the relevant performance over a period of one month.
3. For the implementation of the Agreement, Payt may - at its own risk and expense – engage assistants, including subordinates and third parties.
4. Payt reserves the right to suspend any obligation arising from an agreement in the case that the Client fails to comply in full with his obligations ensuing from this Agreement or any other agreement with Payt. Suspension of obligations on the part of Payt includes blocking access of the Client and the Users to the Applications.
5. The parties have the right to terminate this Agreement prematurely with immediate effect, and therefore without invoking the law, pursuant to grounds stated in the law or, respectively, in this Agreement, without prejudice to the right to (full) compensation, in the case that:
● the other party has applied for a suspension of payments, is bankrupt, or its legal entity has been dissolved;
● the other party ceases to trade, or its business is liquidated; the other party fails to comply with any essential obligation arising from this agreement and fails to rectify this within the reasonable term established of at least 30 (thirty) days,
● failing this, the negligent party shall be legally declared in default after a period of 30 (thirty) days.
3. Access and rules of use
1. The User obtains access to the Applications by entering the user name and the password registered by Payt for the User. Neither the Client nor the User may provide a Third Party with access to data to which that third party is not entitled.
2. The Client shall be responsible for any use of the access data for the Applications. All actions that can be traced to the Client, e.g. by means of the access data, shall be attributed to the client, irrespective of whether such actions have been carried out by the Client, persons associated with the Client, or by a third party.
3. On making use of the Payt Applications, the Client grants permission to Payt act on its behalf in collecting the debt from the debtor, insofar as such actions may be considered reasonable in the context of the agreed service provision. The Client shall be responsible for instituting the activity and for the timely updating of current actions, irrespective of whether this is via an automated system or a linked system. In principle, Payt uses an automated system for such actions until the Client has updated the status. Payt may never be obliged to accept an individual collection task and may refuse an action without stating any reason.
4. The Applications may not be used in violation of the law, public order, common decency, the Agreement, these general conditions, or the terms and conditions and of any Third Party who Payt or the User depends on for the use of the Applications.
5. The User must always act in an acceptable and responsible manner. The following rules apply, in particular.
6. The Applications may not be used for the invoicing and/or collection of fictitious, bogus, or concocted debts which ensue from a commitment that that is in breach of law, public order, or common decency.
7. On becoming aware of any improper conduct on the part of the Client, or of a User, Payt will inform the Client accordingly and set a reasonable term for an explanation of such conduct and/or to adopt appropriate measures to terminate such conduct. If the Client fails to implement appropriate measures within the set term, Payt shall be entitled to take appropriate and reasonable measures, including the immediate, without any notice be served, blocking of access data of the Client and/or User, the removal of the content and/or other data and the termination of current invoicing and collection files. The Client and/or User may in such a case lose all their rights concerning the Applications, without any entitlement of the Client and/or User to claim damages or compensation. In the event of improper conduct, Payt is entitled to inform the authorities accordingly.
4. Use of the Applications
1. The Client receives exclusively from Payt a user right which is non-transferable and non-exclusive. The hosting of the data is provided by Payt according to the conditions as stated in the Agreement and these general conditions.
2. The Client and the User are themselves responsible for obtaining, at their own expense and risk, the most recent version(s) of the software on their hardware. This means, among other things, that they must regularly download and install any updates of the operating systems.
3. The Applications are subject to on-going development. Payt is entitled to adapt its platform, which includes but is not restricted to, the extension, removal, or altering of functionalities, adjusting the user interface and/or altering its functioning. In the case that updates result in material changes to the user experience of Users and/or debtors, and/or Users and/or debtors must perform actions in or to continue using the Application, Payt will inform the Client in good time of such changes and limit any effort on the part of the Client to a minimum.
4. The Client always maintains the rights to the data that he provides for the use of the Applications. The Client is furthermore always responsible for the data he supplies. Payt is entitled to process, store, make copies of, remove, or publish the data provided by the Client, in any case insofar as such is necessary for realizing the services. Payt shall thereby take into consideration the customary confidentiality.
5. Payt will be unable to provide the same service level for its Applications and may not be held liable for any damage in the event that the Client or other persons make use of an operating system other than the one indicated by Payt, any browser other than that indicated by Payt, any software or hardware that is not up-to-date, or if they fail to comply in any other way with the recommendations and/or instructions of Payt concerning the optimal usability of the applications.
5. Prices, payment, and claimable
1. All stated prices are exclusive of VAT, unless expressly stated otherwise in writing.
2. The fee for the use of the Applications is invoiced monthly. Payt is entitled to collect the fees by means of direct debit. Set-offs by the Client are not permitted. A payment term of 14 days applies.
3. If there is any delay in payment (e.g. because a direct debit order is not accepted), Payt may, with reason, block the account of the Client temporarily, or permanently. Article 3 clause 7 also applies here. The Client will receive instructions by e-mail concerning the options for settling the debts and indicating his account will be reactivated.
6. Amendments and adjustments
1. The Applications of Payt are subject to on-going development. Payt is entitled to regularly make changes to the content and/or scope of the Applications, subject to Article 4 Clause 3. In case of modifications which are relevant for Client, Payt will accordingly inform Client by e-mail or an intercom notification in the application.
2. Payt is entitled to make annual price increases based on the CPI index, in which case the increase must be communicated at least 40 days in advance by e-mail. These price changes shall enter into effect automatically.
7. Force Majeure
1. In case of Force Majeure, either permanent or temporary, the Parties shall be entitled to annul the Agreement, in part or in full, as is reasonable according to the nature of the Force Majeure and the feasibility of finding a solution, or to partially suspend their obligations arising from the Agreement, without the other party being entitled to demand compliance, compensation and/or annulment.
2. Force Majeure is understood by the parties to include, in addition to as defined in law and jurisprudence, all external causes, foreseen or unforeseen, on which the Party has no influence and as a result of which the Party is unable to comply with its obligations by employing any reasonable alternatives. Hereby is intended, among other things (but not exclusively): (industrial) strikes at the company of the Party, the Client or a Third Party on whom the Party depends for the implementation of the Agreement, bankruptcy or suspension of payments at one or more of its suppliers or associated Third Parties, meteorological conditions due to which the activities cannot be adequately implemented, power outages, any breakdown/interruption the internet, computer network, or telecom facilities.
8. Availability of and dependency on Third Parties
1. Notwithstanding that Payt adopts all reasonable measures, it cannot guarantee that the Applications are always complete, correct, accurate, or updated, or that the Applications are constantly online and available, or that the Applications are appropriate for the objective for which the Client and/or User wishes to use them. Payt does its utmost to take all comments and criticism concerning the Applications seriously and where Payt deems necessary to make improvements. Any errors can be reported via the email address of Payt, as known to the parties.
2. Payt is entitled to temporarily deactivate its Applications, including (but not limited to) taking them offline, for maintenance, updates, or for any other reason. Payt will do its utmost to do such, as far as possible, outside office hours.
9. Liability, indemnification, and damage
1. In case of liability, Payt may be held liable exclusively for direct damage.
2. Payt may never be held liable for indirect damage, including but not limited to, foregone profit, missed savings, operational failure and/or damage to Third Parties, also not in the event of non-compliance, or inadequate compliance, with the obligation to restore the service.
3. In the case that Payt may be held liable, liability per event or series of events with a common cause shall in any case be limited to the amount paid by the liability insurance for the case in question.
4. Under no circumstance shall liability exceed the invoice amount of the month in which the damage event occurs.
5. None of the liability limitations or liability exemptions stated in the Agreement and these Conditions shall apply in the case that the damage is the result of the willful intent or deliberate recklessness on the part of Payt or its management subordinate(s).
6. Each Party shall indemnify the other party against (any possible) claims by Third Parties which are related to the implementation of the Agreement and whereby the origin of this claim can be attributed to the one Party. All costs and damage suffered by other party due to such shall be paid in full by the Party responsible for the damage.
10. Intellectual property rights
1. The intellectual property rights on all Applications remain in possession of Payt or the Third Party from whom Payt has acquired the right to provide (a part of) these services or Applications to the Client. Payt hereby grants the Client only a user right which is neither exclusive nor transferable, unless such has been explicitly stated in writing in the Agreement. Payt guarantees it is entitled to grant this user right.
2. If Payt is held accountable by a Third Party or is otherwise held responsible (directly or indirectly) for claims concerning intellectual property rights concerning the content, Applications, publications, or other disclosures of, or associated with the Client, the Client is obliged to offer Payt all necessary assistance both legal and extra-legal.
11. Privacy and data processing
1. As a data controller, the Client is responsible, pursuant to rules and regulations concerning the processing of personal data, for compliance with these rules and regulations. The responsibility for the personal data that are processed in the context of the provided services is vested in the Client.
2. Within the context of the Agreement, Payt acts as ‘the Processor’ and the Parties have established the agreements concerning the processing of personal data in the Processor Agreement of Payt, version 2018.
3. The Client guarantees Payt that the content, the use and/or the processing of the personal data are not unlawful and do not infringe any third-party rights, that these personal data are legally collected and shared, and indemnifies Payt against any legal claim of whatever nature by a third party, in connection with the processing of these personal data, unless Client proves that the facts on which the claim is based can be attributed to Payt.
12. Applicable law and disputes
1. The Agreement, these general delivery conditions and any agreements that ensue from the Agreement are shall be governed exclusively by Dutch law.
2. Any disputes which arise between parties shall be submitted to the Court of Groningen in the Netherlands.
Headquarters Ubbo Emmiussingel 21
9711 BB Groningen