Venly Pay's Terms of Service

Last updated: November 2023

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Hi! Thank you for choosing Venly Pay! These Terms govern your use of Venly Pay and help to define the relationship between you (the “Customer”) and Venly. By providing you with these Terms, we aim to act transparently and try to, proactively, answer any questions you might have regarding Venly Pay. By using Venly Pay, you agree with the latest version of these Terms. We kindly ask you to read these Terms carefully and keep them in mind every time you use Venly Pay. mpax§ny incorporated and existing under Belgian law, registered in the Belgian Crossroads Bank for Enterprises under the name "Venly" under n° 0704.738.355, with offices at Antwerpsesteenweg 45, 2830 Willebroek, Belgium, hereinafter called “Provider”.

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I. Definitions & applicability

1. Definitions

‍Agreement: the collective terms related to the Services between the Customer and Venly, including, but not limited to (i) the Venly Pay Agreement, (ii) these Terms; (iii) the Master Agreement, and (iv) the data processing terms;

Application Programming Interface (‘API’): the application programming interface developed by Venly to enable the connection between the Venly Pay and Stripe, which enables Customers to provide payment links to its End-Users;

Authorised User: Employee or representative of the Customer in charge of managing the Customer Environment in Venly Pay;

Customer Environment: the environment within Venly Pay, accessible by the Customer through its Authorised Users, via which the Customer can obtain an overview of End-User Payments, Refunds, the Venly Pay Balance, etc.;

Customer Product(s): (Blockchain) products sold by the Customer to the End-User, for which payment was enabled via Venly Pay;

Customer: every legal entity using Venly Pay;

End-User Payment: payment(s) made by the End-User for the purchase of Customer Product(s);

End-User Refund: refund(s) to which the End-Customer is entitled, for whatever reason;

End-User: the purchaser of Customer Product(s) that wants to pay for its purchase with fiat money;

Fee: the part of the End-User Payment which shall be deducted by Venly as compensation for its services;

Force Majeure: all circumstances which were reasonably unforeseeable at the time the Venly Pay Agreement was concluded, are unavoidable, and create (i) the inability on the part of a party to carry out the Venly Pay Agreement, or (ii) make the implementation of the Venly Pay Agreement harder or more difficult than normally anticipated (financially or otherwise). For example (but not limited to): hardship, hacking, natural disasters, war (threats of) terrorism, strikes, lock-out, diseases, pandemics, shortage of personnel, organisational conditions, confiscation, fire, scarcity of (raw) materials, bankruptcy or delays on the part of suppliers or subcontractors;

Master Agreement: the agreement concluded between Venly and Customer regarding the provision of Services to the Customer;

Privacy Legislation: the (supra)national privacy legislation, applicable on the processing of personal data by Venly or the Customer, related to the execution of the Agreement, such as, but not limited to (i) the Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (‘General Data Protection Regulation’ or ‘GDPR’) and (ii) Directive 2002/58/EC of the European Parliament and Council of 12 July 2002, concerning the processing of personal data and the protection of privacy in the electronic communications sector (‘E-privacy Directive’);

Services: all services provided by Venly to the Customer, as was agreed upon in the Agreement, to which Venly Pay is an additional functionality or ‘add-on’;

Stripe: the third-party software provider that enables End-User Payments with fiat money together with Venly Pay;

Subscription: the right granted by Venly to the Customer to use Venly Pay;

Terms: These Terms Of Service;

Venly (or we | us): the public limited company (“naamloze vennootschap”) Venly, incorporated and existing under the laws of Belgium, with registered office at BE 2830 Blaasveld, Antwerpsesteenweg 45, with company / VAT number BE-0656.994.559;

Venly Pay Agreement: the agreement concluded between Venly and the Customer regarding the addition of Venly Pay services as an add-on to the existing Services;

Venly Pay Balance: the (outstanding) balance a Customer has in Venly Pay, which shall be credited with the End-User Payments and debited for the payment of End-User Refunds and the Fee;

Venly Pay: the solution developed by Venly which enables Customer to initiate, receive and refund payments for the purchase of Customer Products in fiat money;

Website: www.venly.io, as well as any subdomains or other/future websites of Venly;

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2. Applicability of the Terms

2.1 Unless explicitly determined otherwise in writing, the use of Venly Pay by the Customer, as an add on to the Services already provided by Venly as a result of the pre-existing Master Agreement is governed by, in descending hierarchical order (if applicable): (i) the Venly Pay Agreement, (ii) these Terms, (iii) the Master Agreement, (iv) the data processing terms, and (v) Belgian law.

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2.2 These Terms are specifically tailored to the use of Venly Pay and are thus best suited to govern the relation between Venly and the Customer. Therefore, the Customer agrees these Terms shall always take precedence over its own terms and conditions, which shall not be enforceable against Venly (even if the Customer declares them the only valid terms).

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II. General terms and conditions

3. Conclusion of the Agreement

3.1 Venly shall provide the Customer with a quotation and proposed scope in the Venly Pay Agreement, which shall form an integral part of the Master Agreement. The Customer acknowledges that the Venly Pay Agreement can be signed electronically (e.g. via the Website).

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3.2 The specifications, capabilities, technical features and other details regarding Venly Pay as displayed on the Website or in a demo only bind Venly insofar as explicitly stated in the Venly Pay Agreement.

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4. Onboarding

4.1 In order for the Customer to access Venly Pay, the Customer must fill in the all information in the form on the Venly Website.

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4.2 The Customer shall add company and payment details to Stripe and shall accept the latest version of the Stripe’s terms and conditions.

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4.3 If needed, Customer shall be requested to provide additional Know Your Business (‘KYB’) information. The KYB form shall be used to carry out Venly’s required due diligence of the Customer. Upon approval by Venly, the Customer shall receive its Client ID and Secret. The Client ID and Secret will provide access to Venly Pay.

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4.4 The Customer guarantees that it shall provide the requested information in the onboarding process correctly and timely. The Customer shall be held liable, subject to the provisions in Article 10, for all damages resulting from false or incorrect information.

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5. Venly Pay

5.1 Venly Pay can be accessed and used via the Customer Environment. Venly Pay enables the Customer to create payment links, to enable End-Users to purchase Customer Product(s) with fiat money. Next to that, the Customer can use Venly Pay to view its Venly Pay Balance, view and approve End-User Refunds, etc.

5.2 Venly grants the Customer a temporary, personal, limited, non-exclusive and non-transferable use and access right to Venly Pay.

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5.3 Venly Pay is provided to the Customer “AS-IS”. All Venly’s obligations related to Venly Pay shall be regarded as best efforts obligations. Hence, Venly shall always provide the services related to Venly Pay with appropriate care and in good faith, and serve the Customer to the best of its understanding, skill insight and ability, as can reasonably expected from a professional experienced in services of comparable scope, complexity and size (‘best effort obligation’).

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5.4 The Customer shall be responsible for procuring, maintaining and securing its network connection to its Customer Environment and Venly Pay.

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5.5 The Customer shall use its best endeavours to prevent or terminate any unauthorised access, illegal use and/or incompatible use of Venly Pay. If the Customer discovers such unauthorised access and/or use, the Customer shall notify Venly immediately, which shall be entitled to take all necessary measures to remedy such access and/or use.

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5.6 If the Customer observes or discovers any deficiency or problem in Venly Pay, the Customer is obligated to immediately cease the use of Venly Pay and make every reasonable effort – or have every reasonable effort made – to prevent any (further) damage.

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5.7 Venly may at all time, and without prior notice, temporarily or permanently, deny or suspend access of the Customer to Venly Pay, if the Customer (non-exhaustive):

• Uses Venly Pay in a way that violates these Terms or legislation in force, or uses Venly Pay in a way that is detrimental to the integrity of third parties or the reputation of Venly; and/or,
• Has provided incomplete, false or inaccurate information during the onboarding process, subject to the provisions in Article 4 and/or fails to inform Venly of any changes in the data provided to Venly at the time of registration.

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6. End-user payment

6.1 Upon the purchase of a Customer Product by an End-User, the payment of the End-User shall be initiated through Venly Pay.

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6.2 End-Customer Payment shall need to be completed by one of the payment methods supported by Stripe. Venly reserves the right to change or limit payment methods at its own discretion.

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6.3 All End-User Payments shall be credited to the Customer’s Venly Pay Balance as of the moment the payment was received by Venly. The Customer shall only be allowed to transfer the fiat money, coming from End-User Payments, from its Venly Pay Balance towards its own bank account subject to the provisions in Article 7 of these Terms.

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7. End-User Refund

7.1 Upon approval of a refund, Venly shall initiate a debit of the Customer’s Venly Pay Balance for the amount of the End-User Refund to Venly’s own account. Venly shall have the authority to debit the Customer’s Venly Pay Balance without approval of the Customer.

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7.2 The Customer shall at all times ensure a sufficient Venly Pay Balance to pay for all End-User Refunds due. Venly recommends the Venly Pay Balance is at least equal to 50% of the transaction fees three month rolling average. If the Venly Pay Balance is insufficient to pay due End-User Refunds, the Customer shall be invoiced for late payments, subject to the provisions in Article 9.2.

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7.3 Venly Fees are applicable to refund transactions. Furthermore, Venly shall never refund any Fees to the Customer.

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8. Acceptable use of Venly Pay

8.1 The Customer shall at all times use Venly Pay in accordance with the Agreement and as can be expected from a reasonable professional user.

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8.2 The Customer shall at all times refrain from (non-exhaustive):

• any form of unlawful or malicious usage of Venly Pay;
• the sale of illegal goods or products with prohibited content;
• the sale of Customer Products which Customer does not have the required (intellectual) property right to sell, licence or distribute.

8.3 The Customer shall instruct its employees, directors, agents, users, etc. to comply with the obligations in this article and shall be held responsible for their non-compliance.

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9. Fee and Payment

9.1 Fee

9.1.1 The Fees payable are described in the Venly Pay Agreement. Venly reserves the right to increase the Fee if payment methods chosen by Customer entitle Stripe to a Fee greater than the ones described in the Venly Pay Agreement.

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9.1.2 All Fees shall be automatically deducted from the End-User Payment and credited to Venly’s own Stripe balance. All Fees are, unless explicitly stated otherwise, excluding VAT or any other levies or taxes.

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9.1.3 Venly is entitled to increase the Fees agreed in the Venly Pay Agreement on a yearly basis, if necessary and justified based on objective factors / parameters. In case of a price increase, Venly shall notify the Customer thereof in advance through email, via Venly Pay or any other Service provided by Venly to the Customer.

9.2 Payment of insufficient funds to Venly

9.2.1 Unless otherwise agreed upon in writing, the Customer shall be invoiced for late payments by Venly if the Customer’s Venly Pay Balance is insufficient to complete End-User Refunds.

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9.2.2 The Customer shall pay an interest of 1% per month on the outstanding debt. Next to that, the Customer shall at least pay a fee of forty euros (€ 40,-) for costs associated with a.o. the collection of the amounts due and the negative adverse effect on Venly cash flow, as liquidated damages. The Customer confirms that this sum represents a genuine pre-estimate of Venly’s loss.

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9.2.3 This paragraph is without prejudice to Venly’s right to prove and claim any higher damages.

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9.2.4 Venly is entitled to suspend or postpone its Services, the availability of Venly Pay or its other obligations in connection with the Agreement if the Customer has not complied with a payment condition.

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10. Liability

10.1 Venly

10.1.1 The liability of Venly shall always be assessed in light of the best efforts obligation to which Venly has committed. In the case of inaccessibility of Venly Pay, Venly’s liability is limited to the compensation of the direct damages suffered as a result from the inaccessibility.

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10.1.2 Venly can never be liable for any damages or claims related to the (payment) services of Stripe. Venly can solely be liable for its own Services and the creation of payment links through Venly Pay.

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10.1.3 The liability of Venly shall in all cases be limited to Fees paid by the Customer during the six (6) months preceding the date on which the liability claim arose.

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10.1.4 Venly shall never be liable for:

1. damage or loss suffered by the Customer or third parties by incorrect, incomplete or late information and instructions from the Customer (incl. its Authorised Users and/or End-Users);
2. damage resulting from malfunctions or defaults in network communications, devices or infrastructure belonging to Customer (incl. its End-Users and/or Authorised Users) used for accessing Venly Pay or other Venly Services;
3. damage caused by the further use or application of Venly Pay or the Services by the Customer (incl. its End-Users and/or Authorised Users) after a defect has been found;
4. damage caused by the improper, inadequate, unauthorised or unlawful use of Venly Pay or the Services;
5. damage caused by the theft or loss of the password for accessing Venly Pay or the Services due to negligence of the Customer (incl. its End-Users and/or Authorised Users);
6. damage caused by Force Majeure in accordance with the provisions of Article 13;
7. indirect and consequential damage, such as, but not limited to, loss of profit, loss of savings, loss of revenue, loss caused by business interruption, damage to third parties.
8. any other claims, damages and loss caused by circumstances or causes outside of the reasonable control of Venly (such as but not limited to hacking).

10.2 The Customer

10.2.1 The Customer will hold Venly harmless against all claims from third parties arising from the incorrect or unlawful use of Venly Pay or the Services. It will cover all damages such as compensations or legal costs (including reasonable lawyer’s fees) providing that Venly has informed the Customer as soon as reasonably possible of any claim arising from that matter.

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11. Support and Maintenance

11.1 When the Customer is in need of assistance or has an enquiry with respect to the Venly Pay, the Customer can contact the helpdesk of Venly on the email address support@venly.io.

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11.2 Whether or not the support is included in the Fee, is described in the Venly Pay Agreement. If not, the support will be invoiced separately.

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11.3 The Customer must offer all necessary assistance and co-operation to the helpdesk, e.g. provide a detailed description of the problem and the situation in which it occurred.

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11.4 The helpdesk of Venly will do its best efforts to assist the Customer as soon as reasonably possible following the requested support.

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11.5 Venly performs maintenance activities and implements updates Venly Pay on a regular basis. Venly strives to minimise the impact on the availability of Venly Pay, but does not exclude any downtime in this respect. If the impact on the availability of Venly Pay is significant, Venly will strive to inform the Customer thereof beforehand.

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12. Duration and Termination

12.1 The Venly Pay Agreement is concluded for an unlimited duration. The Venly Pay Agreement may be terminated by either party upon three (3) months prior written notification.

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12.2 The Venly Pay Agreement shall be terminated automatically in case the Master Agreement was terminated, for whatever reason.

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12.3 Either party may terminate the Venly Pay Agreement per registered mail for material breach, automatically and without definitive court decision if the other party has committed a material breach of the Venly Pay Agreement and fails to remedy such breach within fifteen (15) days of written notice of default by the claiming party. parties will consider (amongst others) the following events as a material breach:

1. Failure to meet payment obligations;
2. Failure to comply with the best effort performance of Venly Pay for an extended duration;
3. Unauthorised or illegal use of Venly Pay;
4. Intellectual property infringement (cfr. Article 15).

12.4 The Venly Pay Agreement may be terminated if an insolvency event occurs, i.e. a party ceases to pay its debts or ceases its activities, files for bankruptcy, liquidation of the legal entity or enters proceedings in receivership or judicial composition proceedings.

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12.5 Venly shall never be obligated to refund the Customer any fees if the Customer terminates the Venly Pay Agreement during the term without the termination being the result of a material breach of Venly. The Customer is still obligated to pay all Fees set out in Article 9  of these Terms.

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12.6 Regardless of the cause for termination, the following consequences will follow the termination of the Agreement:

1. Venly Pay shall become inaccessible for the Customer and its End-Users;
2. Venly is entitled to refuse any request from the Customer to enter into a (new) Venly Pay Agreement with regard to the Services.
3. Each party will discontinue its use and will return the confidential information and proprietary materials of the other party.

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12.7 Articles 10, 14 and 15 shall survive the termination of the Venly Pay Agreement and continue in full force and effect.

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12.8 The termination of the Venly Pay Agreement, for whatever reason, shall not prejudice the rights acquired by each party.

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13. Force Majeure

13.1 In the event of Force Majeure, each party has the right to temporarily suspend the performance of its obligations without being liable for any damages.

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13.2 A situation of Force Majeure that continues beyond three (3) months shall entitle either party to terminate the Venly Pay Agreement with immediate effect by simple written notification, without judicial intervention and without any liability.

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14. Confidentiality and non-solicitation

14.1 All information marked as confidential or reasonably to be considered confidential, disclosed by Venly to the Customer prior to entering into the Venly Pay Agreement as well as during the Venly Pay Agreement shall be treated with the utmost secrecy.

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14.2 The Customer shall:

1. not use, reproduce, or allocate the confidential information in any manner or for any other purpose than their cooperation;
2. not engage in, nor authorise others to engage in, the reverse engineering, disassembly or the decompilation of any of the confidential information; and,
3. not derive any commercial benefit from the confidential information.

14.3 This confidentiality obligation applies during the course of the cooperation between Venly and the Customer and shall continue to exist for a period of three (3) years from the termination of the Master Agreement for any reason whatsoever.

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14.4 Venly shall remain the sole owner of their own confidential information. Except as expressly set forth herein, nothing in these Terms or the relationship between parties shall grant the Customer any rights to or interest in the confidential information and no implied licences are granted by these Terms.

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15. Intellectual property rights

1. The Customer explicitly acknowledges that Venly shall own and retain all intellectual property rights with respect to Venly Pay, such as, but not limited to: rights associated with the (source) code, other authorship rights, design rights, know-how, domain names and database rights.
2. Venly explicitly acknowledges that Customer shall own and retain all intellectual property rights with respect to the materials, designs, trade names/trademark it owns and uploads to the Customer Environment and End-User experience, meaning the landing page for the End-User Payment.
3. The Customer shall not use Venly’s company name or trademarks, Venly Pay’s names trademarks as part of Customer’s name or in any manner capable of misrepresenting the relationship between Customer and Venly. The Customer shall not alter, remove or tamper with the brands, trademarks, or other means of identification of Venly Pay.
4. The Customer explicitly authorises Venly to use the Customer’s name and/or project as a reference for publicity purposes, such as by publication on the Website. In this regard, the Customer also authorises Venly to use the Customer’s name, trademark, logo, etc.
5. In case of breach of the obligations in this Article, a lump-sum compensation equal to five thousand euros (€ 5.000,00) per individual breach is due by the breaching party to the other party, without prejudice to the right of the other party to claim full compensation for all damage caused by the breach.

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16. Privacy

16.1 Venly as controller

1. The collection of personal data of the Customer shall take place in accordance with the provisions of our Privacy Policy. In such an event, we act as controller. The Privacy Policy includes information about the personal data collected by Venly, as well as the manner in which we use and process this personal data for certain purposes. Our Privacy Policy can be consulted (i) when the Customer accesses Venly Pay for the first time or (ii) on the Website at any time.

16.2 The Customer as Controller

1. The Customer acknowledges that – with regard to the processing of all data entered and uploaded in Venly Pay and/or processed in execution of the Venly Pay services – it shall act as controller and Venly as processor. All arrangements made between parties in this respect shall be solely governed by data processing terms applicable between the Customer and Venly. The Customer explicitly acknowledges that by entering into a Venly Pay Agreement with Venly it needs to have read and accepted the applicable data processing terms.

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17. Changes to the Terms

1. Venly reserves the right to change or update the Terms at any time. New or amended Terms shall apply from the thirtieth (30^th) day after they were (implicitly) accepted by the Customer.

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18. Netting

1. In accordance with the provisions of the Belgian Law on Financial Collateral of 15 December 2004, Venly and the Customer automatically and automatically offset all currently existing and future debts vis-à-vis each other. This means that in the permanent relationship between Venly and the Customer, only the largest debt remains after the aforementioned automatic compensation.

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19. Miscellaneous

19.1 No waiver

1. Any failure or delay by Venly in exercising any right under the Venly Pay Agreement with the Customer, any single or partial exercise of any right under such Venly Pay Agreement or any partial reaction or absence of reaction by Venly in the event of violation by the Customer of one or more provisions of such Venly Pay Agreement, shall not operate or be interpreted as a waiver (either express or implied, in whole or in part) of Venly’s rights under such Venly Pay Agreement, nor shall it preclude any further exercise of any such rights. Any waiver of a right must be expressed in writing. If there has been an express written waiver of a right following a specific failure by Venly, this waiver cannot be invoked by the Customer in favour of a new failure, similar to the prior one, or in favour of any other kind of failure.

19.2 Notices

1. Any notice to be given under the Venly Pay Agreement shall be deemed duly given when sent by e-mail. It shall be deemed received one (1) working day after the date of dispatch.

19.3 Divisibility

1. If any part or any clause of the Venly Pay Agreement is for whatever reason held to be unlawful, invalid or unenforceable, such provisions shall be deleted and the remaining parts or clauses shall not be affected and shall remain valid and enforceable as if the invalid or unenforceable parts or clauses were not part of the Venly Pay Agreement.
2. Any such part or clause shall be replaced by a provision that, insofar as legally possible, comes closest to the intention of parties in the affected part or clause. parties shall in good faith negotiate and agree a mutually acceptable provision that shall replace the deleted provision.

19.4 Non-transfer

1. This Venly Pay Agreement and the rights and obligations ensuing from it for the Customer may not be transferred either directly or indirectly without the written consent of Venly.
2. Venly shall have the right to transfer the Venly Pay Agreement and the rights and obligations ensuing from it to a third party. In that case, a new agreement between Customer and the third party shall be concluded with terms and conditions (rights and obligations) identical to those in this Venly Pay Agreement for the remaining term.

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20. Jurisdiction and applicable law

20.1 Jurisdiction

All disputes arising out or relating to the performance of this Venly Pay Agreement shall be subjected to the exclusive jurisdiction of the courts of the district in which Venly has its registered office.

20.1 Applicable law

The Venly Pay Agreement as well as any agreement between parties, of whatever nature, are governed by and construed in accordance with the laws of Belgium, with exclusion of all conflict of laws rules.

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