checkypro.com

Legal

Terms of Service

The agreement between Checky Pro and the merchants that use the platform.

Version 2.9 · effective 1 November 2026

1. These terms

  1. These terms of service are the general terms and conditions of Checky Pro B.V., a private limited company incorporated in the Netherlands, registered with the Dutch Chamber of Commerce under number 42000293 ("Checky Pro", "we", "us"). They apply to every use of the Platform by the business that opens an account with us ("you", "the Merchant"), and to the Merchant Agreement.
  2. The Platform is offered to businesses only. By accepting these terms you confirm that you act in the course of a business or profession, and that the individual accepting them is authorised to bind your company.
  3. The following documents form part of this agreement: the Data Processing Agreement, the Privacy Policy, the Cookie Policy, and the plan and pricing published on our website and shown in your Dashboard. Where you apply for Payments, the following also form part of this agreement, each from the moment you sign it or it starts to apply to you: the Merchant Agreement, the Restricted Sectors Policy and the Settlement and Reserve Policy. The Settlement and Reserve Policy has effect only for an account to which Managed Settlement applies.
  4. Where those documents conflict, the following order applies, from highest to lowest:
    1. the Merchant Agreement, for anything individually agreed there;
    2. the Data Processing Agreement, for the processing of personal data;
    3. the Settlement and Reserve Policy, for payout timing and reserves where Managed Settlement applies;
    4. these terms;
    5. the Restricted Sectors Policy — except that where it is stricter than these terms about what you may sell, the stricter provision applies;
    6. the published pricing and product documentation.
  5. Your own general terms and conditions do not apply to this agreement. Their applicability is expressly rejected, including where you refer to them in an order, a purchase document or any other communication, and including where your reference is later in time than ours.
  6. We make these terms available to you electronically before or at the moment you accept them, in a form that allows you to store them and to consult them later. On request we send you a copy free of charge.
  7. These terms are drawn up in English. A translation, if any, is provided for convenience only; in case of a discrepancy the English text prevails.
  8. Headings are for reference and do not affect interpretation.
  9. These terms take effect on 1 November 2026. From that date they replace every earlier version of our terms of service and every other set of general terms we have published, including any subscription agreement and any risk disclosure.
  10. If you entered into an agreement with us before that date, these terms apply to you from the moment you accept them, and until then your existing agreement continues. Where that existing agreement is a combined document to which an Acquirer is also a party, your acceptance of these terms replaces only the part of it to which Checky Pro is a party; your relationship with the Acquirer continues under that document or under the separate Acquirer Agreement you enter into with it.

2. Definitions

  1. Accepted Payment — a Transaction that is authorised and accepted, whichever provider processes it.
  2. Acquirer — a licensed financial institution that provides payment services to you and that we introduce you to and integrate with. In our policies and in the Dashboard, an Acquirer is also referred to as an acquiring partner.
  3. Acquirer Agreement — the terms between you and an Acquirer for the provision of payment services, whether you accept them in the Dashboard or sign them with the Acquirer directly.
  4. Authorised Signatory — the individual identified during onboarding as authorised to bind you, who signs and accepts documents on your behalf in the Dashboard.
  5. Card Schemes — Visa, Mastercard, American Express and any other card network whose rules apply to a Transaction.
  6. Checkout — our hosted checkout software and the settings, features and integrations that belong to it.
  7. Dashboard — the merchant environment in which you configure and monitor the Platform.
  8. Managed Settlement — the arrangement under which Checky Pro, and not the Acquirer, determines the payout timing and the reserve for an account of yours with an Acquirer. Your Dashboard shows for each account whether it applies, as "Payouts managed by Checky Pro".
  9. Merchant Agreement — the document you sign with us when you apply for Payments, in which the parties are recorded, which declares these terms applicable, and to which any individually agreed terms are added in writing.
  10. Payments — the routing of payment methods to an Acquirer, together with the reporting we provide about it.
  11. Plan — the subscription tier you have selected, with the fees and inclusions that belong to it.
  12. Platform — Checkout, Payments, the Dashboard and everything else we make available to you under this agreement.
  13. Restricted Sectors Policy — our published policy listing the products, services and activities that may not be sold through Payments, or only with our prior approval.
  14. Settlement and Reserve Policy — our policy that sets out payout timing and reserves where Managed Settlement applies.
  15. Shopper — a customer of yours who uses the Checkout.
  16. Store — a webshop of yours that is connected to the Platform.
  17. Transaction — a payment or attempted payment initiated through the Checkout.

3. What Checky Pro is, and is not

  1. Checky Pro is a technology provider. We build and operate checkout software, a merchant dashboard and the technical connection between your Store and an Acquirer.
  2. Checky Pro is a registered Independent Sales Organisation with Visa and Mastercard. That registration concerns the introduction, boarding and servicing of merchants. It does not make us a financial institution.
  3. Checky Pro does not hold a licence as a payment institution, an electronic money institution or a credit institution, and is not a bank. Funds paid by your Shoppers are received, held and paid out by the Acquirer. We do not hold your funds or those of your Shoppers in an account of our own, and we do not execute payment transactions.
  4. Checky Pro does not decide whether you are accepted for payment services. We collect your application and submit it; the Acquirer assesses it and decides whether you are accepted, on what conditions, and whether that decision is later changed or withdrawn.
  5. Where Managed Settlement applies to you, we determine, under the Settlement and Reserve Policy, when the Acquirer pays out your funds and which part of them it holds as a reserve, and we instruct the Acquirer accordingly. The funds remain with the Acquirer throughout.
  6. We do not provide legal, tax, accounting, insurance or financial advice, and nothing in the Platform or in our communications may be relied on as such.
  7. Information shown in the Dashboard about balances, settlement, payouts, reserves, disputes and fees deducted at settlement is reproduced from data we receive from an Acquirer. We present it as accurately as we can, but the Acquirer's own records are authoritative, and where they conflict with the Dashboard the Acquirer's records prevail.

4. Payment providers

  1. Your relationship with us and your relationship with an Acquirer are separate. You enter into this agreement with Checky Pro, and separately into an Acquirer Agreement with the Acquirer that provides payment services to you.
  2. We decide to which Acquirer we submit your application. Where an Acquirer declines your application, or an Acquirer Agreement ends, we may submit your application to another Acquirer instead. You authorise us to share the information and documents you provide during onboarding, and information about your Transactions, with the Acquirer concerned for that purpose.
  3. Depending on the Acquirer, you enter into the Acquirer Agreement in one of the following ways, and we tell you in advance which applies:
    1. in the Dashboard at the end of onboarding, where you accept the terms of the Acquirers shown there, on the basis that only the terms of the Acquirer that accepts your account take effect;
    2. in the Dashboard before we submit your application, where you sign the agreement of that Acquirer; or
    3. directly with the Acquirer, which sends its agreement to you.
  4. Where the Acquirer Agreement is made available through us, we act only as a channel: we are not a party to it, we give no advice on it, and we cannot amend, waive or interpret it on the Acquirer's behalf. We keep a copy of every Acquirer Agreement you accept or sign through us, and of every Acquirer Agreement you sign directly once we receive it, and we provide it to you on request.
  5. Acceptance, continuation and the conditions of payment services are decided by the Acquirer. A decision of an Acquirer is not a decision of Checky Pro. We will tell you what we are told and, where we are permitted to, why — but we cannot reverse it and it is not subject to any complaint or dispute procedure under this agreement.
  6. Before Payments is activated, we show you in the Dashboard, for each Acquirer that has accepted you, the payment methods, the processing fees, the payout timing and the reserve that will apply, and who determines each of them. You activate Payments yourself. You may also decide not to activate it, in which case you owe us nothing in respect of Payments. The same applies when a further Store is accepted.
  7. Where this agreement and an Acquirer Agreement conflict in respect of payment services, the Acquirer Agreement governs those services, except for the processing fees, payout timing and reserve that Checky Pro determines under articles 17.3, 20.2 and 21.3.
  8. Termination of this agreement does not terminate an Acquirer Agreement, and termination of an Acquirer Agreement does not by itself terminate this agreement. Where it leaves us unable to provide Payments to you and we do not submit your account to another Acquirer under paragraph 2, it is a ground for termination under article 33 (Termination by us).
  9. You appoint us as your representative towards the Acquirer for the operation of your account, and you authorise us to:
    1. create and manage your account with the Acquirer, and submit and update the information and documents you provide to us;
    2. configure your payment methods, payout account and other account settings in accordance with your instructions in the Dashboard;
    3. initiate payments, refunds — including refunds under article 23.4 — and dispute responses on your behalf;
    4. submit settlement instructions on your behalf, including the fees that are withheld at settlement under article 17.3;
    5. where Managed Settlement applies, set payout timing, hold payouts and set reserves under the Settlement and Reserve Policy and article 31;
    6. collect amounts you owe us as set out in article 18;
    7. access the data that the Acquirer holds about your account and your Transactions, and use it to provide the Platform;
    8. receive and handle communications from the Acquirer about your account.
    We act within this authorisation and in accordance with your instructions given through the Dashboard. You may not withdraw it while you use Payments, because Payments cannot operate without it.

5. Checkout

  1. Checkout is hosted software that you connect to your Store. It presents your Shoppers with a payment page under your own branding and on a domain you designate, and it passes the resulting order back to your Store.
  2. Checkout includes, depending on your Plan, the configuration of appearance and form fields, shipping countries and rates, translations, a countdown element, information widgets, a reviews banner, a paid add-on line item, cross-sell offers, abandoned-checkout recovery and third-party tracking integrations.
  3. Checkout can operate with payment service providers you contract yourself. Where it does, your relationship with that provider, and everything that follows from it, is yours alone. The fees in article 16 still apply, including the Plan fee and the percentage on payments made through the Checkout on that provider.
  4. You are responsible for the configuration of the Checkout and for everything it displays to your Shoppers. Articles 14 and 15 set out what that means.

6. Payments

  1. Payments is the routing of card, wallet and local payment methods to an Acquirer, together with the transaction, dispute, balance and reporting views we provide in the Dashboard.
  2. Which payment methods are available to you depends on the legal form and region of your entity, on the coverage of the Acquirers we work with, and on the Acquirer accepting you for that method. Availability can change when an Acquirer changes its coverage or its decision.
  3. You apply for Payments by completing onboarding and signing the Merchant Agreement. Your onboarding file includes the information and documents required by each Acquirer we work with, so that we can submit it to the Acquirer best suited to your account without asking you again.
  4. We may decline to submit an application, or decline to open Payments for a Store, at our discretion — for example where the application falls outside the Restricted Sectors Policy or outside the scope of your Plan.
  5. Payments is opened per Store. A further Store requires its own Store application in the Dashboard, in which you state what you sell through it, even where your company already processes with us. It does not require a new Merchant Agreement.
  6. Payments can only be activated once an Acquirer has accepted you and you have activated it as set out in article 4.6, and a payment method can only be offered while the Acquirer behind it accepts it.

7. Optional revenue features

  1. Some Checkout features are licensed separately and per Store, and are included in some Plans and not in others. Which features these are, and how many licences your Plan includes, is stated on the pricing page and in your Dashboard.
  2. Additional licences and additional Stores are available as add-ons at the published rates.
  3. We may add features to, or remove features from, this set. Article 8 (Availability, changes and support) applies.

8. Availability, changes and support

  1. We use reasonable efforts to keep the Platform available, but we do not warrant uninterrupted or error-free operation and we do not commit to a specific uptime percentage. Planned maintenance is announced in advance where reasonably possible.
  2. We may add, change or discontinue features. Where a change materially reduces functionality you rely on, we give you notice in accordance with article 35 (Changes to these terms).
  3. Support is available by email and by WhatsApp on business days between 09:00 and 17:00 Amsterdam time. We aim to send a first response within 24 hours, counted only during those hours. Outside them we do not monitor these channels. This is a target we work to, not a guaranteed response time.
  4. Where your Plan includes priority support, your messages are placed ahead of others in the queue. The target in 8.3 is unchanged.

9. Account and onboarding

  1. Before your account can process payments, you and your business are verified. You provide accurate and complete information and documents, including the ownership and identification details that the Acquirers and the law require.
  2. You keep that information current. A change in legal form, ownership, registered address, bank account, website, product range, business model or Authorised Signatory must be reported to us without undue delay.
  3. We and an Acquirer may request additional information or documents at any time, including after you have gone live. Failure to provide them within a reasonable period is a ground for the measures in article 31 (Suspension).
  4. We may decline an application, and we may decline to open a further Store or a further payment method, without being obliged to state a commercial reason.
  5. Documents that require your signature or acceptance in the Dashboard — including the Merchant Agreement and Acquirer terms — are signed or accepted by your Authorised Signatory. We record the time, the IP address and the device information of each signature or acceptance, the identity of the Authorised Signatory and the version of the document. You agree that this method is sufficiently reliable for the purpose for which it is used, and that a signature or acceptance made in this way has the same legal effect as a handwritten signature.
  6. Where you upload a copy of an identity document, you mask the citizen service number (BSN) or any comparable national identification number on it, unless we tell you that an Acquirer requires it.

10. Stores

  1. A Store must be connected and then activated before it can take orders through the Checkout. Connection is done by you; activation is done by us.
  2. Your Plan includes a number of Stores. Additional Stores are charged as add-ons at the published rate.
  3. Each Store is configured separately, and settings made for one Store do not carry over to another.
  4. You may only connect Stores that you own or operate, and that sell your own goods or services. Article 12 (Permitted use) applies.

11. Users, roles and security

  1. You are responsible for everything done under your account, including by users you invite and by anyone who obtains access through your credentials — except where the unauthorised access results from a failure attributable to Checky Pro.
  2. The Dashboard offers roles with per-area permissions. Assigning them appropriately, and withdrawing them when someone leaves, is your responsibility.
  3. You keep credentials confidential and you enable the additional authentication methods we make available where your organisation's risk requires it.
  4. You notify us immediately of any suspected unauthorised access. Until you do, the consequences of that access are yours, subject to the exception in 11.1.

12. Permitted use

  1. You may not use the Platform, and you may not permit anyone else to use it:
    1. for products, services or activities that are unlawful in a market you sell to;
    2. to process payments that are not genuine sales of your own goods or services — including processing on behalf of another business, aggregating another party's sales, factoring, or any other form of transaction laundering;
    3. in a way that misrepresents who the Shopper is contracting with, what they are buying, when they will receive it, what it costs in total, or what your refund and cancellation terms are;
    4. to circumvent, disable or test the security of the Platform, or to obtain access to data that is not yours;
    5. to reverse engineer, decompile, copy or create derivative works of the software, except to the extent that mandatory law permits it; where that right depends on the necessary information not being readily available to you, you ask us for it first;
    6. in breach of applicable sanctions, export control, anti-money-laundering or counter-terrorist-financing law;
    7. in breach of the Card Scheme rules or the rules of an Acquirer, as we pass them on to you.
  2. You may not resell, sublicense or make the Platform available to a third party, and you may not use it to provide a service of your own to third parties.
  3. Where we are required by an Acquirer, a Card Scheme or a competent authority to impose a rule on you, we will pass it on and you will comply with it.

13. Restricted sectors

  1. The Restricted Sectors Policy sets out the products, services and activities that may not be sold through Payments, and those that may only be sold with our prior written approval. It forms part of this agreement from the moment you sign the Merchant Agreement. Article 12 (Permitted use) applies to every use of the Platform, including the Checkout on a provider you contract yourself.
  2. We may amend the Restricted Sectors Policy. We announce an amendment at least 30 days before it takes effect, so that you have time to adjust or to terminate. An amendment takes effect immediately, without that notice period, where an Acquirer, a Card Scheme, a supervisory authority or the law requires it.
  3. The restricted and prohibited business lists of the Acquirer apply in addition to ours. Where the two differ, the stricter applies.
  4. Selling products or services outside what you stated for a Store, during onboarding or in its Store application, requires our prior approval. Approval may be refused or withdrawn where an Acquirer or a Card Scheme requires it.

14. Your obligations towards your customers

  1. You sell to the Shopper. The purchase contract is between you and the Shopper; Checky Pro is not a party to it and does not become one by routing the payment, by hosting the Checkout or by showing the order in the Dashboard.
  2. You are responsible for complying with the law of every market you sell to, including consumer protection, distance selling, pricing and advertising rules, product regulation, and tax obligations. Nothing we provide relieves you of that.
  3. On every website covered by this agreement you keep visible: your company details, your return address, your delivery times, and your refund and cancellation terms.
  4. You do not advertise misleadingly, and you do not present the price, availability, delivery time or characteristics of what you sell in a way that is inaccurate.
  5. You handle your Shoppers' complaints and requests yourself. Where a Shopper contacts us, we will point them to you.
  6. Your company details and your refund and cancellation terms, as referred to in 14.3, are required by the Acquirer and by the Card Scheme rules, and their absence causes disputes and compliance findings that reach us. If you remove either of them, or fail to display them, on a website covered by this agreement, you owe a penalty of € 250 for each website on which the omission occurs. We notify you when we apply it, and it is charged on your next weekly invoice.
  7. The penalty recurs, on the invoice for each further billing week, for as long as the omission continues after that notification, up to a total of € 1,000 for each website and each omission.
  8. The penalty is due without any notice of default being required. It is payable in addition to your obligation to restore the information, and it does not affect our right to claim damages in excess of the penalty, or to take the measures in article 31 (Suspension) or article 33 (Termination by us).

15. What you configure, you are responsible for

  1. The Checkout offers settings that determine what your Shoppers see and what they are asked to agree to. You choose those settings. You are responsible for their accuracy and for their lawfulness in every market you sell to. This applies in particular to:
    1. the review banner — the rating, the number of reviews, the source you name and any quotations you enter;
    2. the countdown element — whether the time limit or scarcity it communicates is real;
    3. a paid add-on line item, including the one presented as protection against loss, theft or damage in transit — its name, its price, its description and whether it is pre-selected;
    4. the marketing consent field — whether it is shown and whether it is pre-ticked;
    5. cross-sell offers, the discounts applied to them and the way they are presented.
  2. You only display review figures that are accurate and that you can substantiate on request, you only present reviews as coming from consumers who bought or used the product where you have taken reasonable and proportionate steps to verify that, and you do not place or commission reviews that are not genuine.
  3. You do not use the countdown element to communicate a deadline, a price validity or a scarcity that does not exist.
  4. Where the law that applies to your Shopper requires express consent for an additional payment, you do not present a paid add-on as pre-selected. Where consent to marketing must be freely given, you do not pre-tick it.
  5. A paid add-on you offer is a product of yours, sold by you and funded by your Shopper. Any obligation it creates towards the Shopper is yours. It is not a contract of insurance, Checky Pro is not an insurer and is not an insurance intermediary, and you do not describe such an add-on as insurance, as insured or as underwritten unless there is an actual insurance product behind it and you are permitted to offer it.
  6. We may disable a setting where we reasonably believe that it breaches this article or exposes us, an Acquirer or a Card Scheme. We tell you when we do and why.
  7. We do not review your configuration for compliance, and we give no opinion on whether a configuration is lawful in your markets. The presence of a setting in the Dashboard is not advice that using it is permitted.

16. Fees charged by Checky Pro

  1. The fees you owe to Checky Pro are:
    1. the recurring fee for your Plan;
    2. the percentage that your Plan applies to each Accepted Payment made through the Checkout, whichever provider processes it — including a payment processed by a payment service provider you contract yourself;
    3. add-on fees for additional Stores and additional feature licences;
    4. a one-off administration fee when your account is set up;
    5. a fee for each payout to your payout account, as set out in paragraph 3;
    6. a fee per pre-dispute alert that we intercept for you;
    7. a fee, expressed as a percentage of the Transaction, where your account runs on more than one Acquirer and a declined payment is retried on a further route;
    8. a surcharge in a billing week in which your processed volume falls below the published threshold;
    9. a reactivation fee where you return after having discontinued;
    10. a penalty under 14.6;
    11. where Checky Pro sets them under article 17.3, the processing fees for Payments;
    12. a fee for faster payouts, where Managed Settlement applies and you choose them.
  2. The amounts of these fees are those shown in your Dashboard for your account. They are the amounts published on our pricing page for your Plan, unless a different amount has been set for your account, for example for high processing volumes. Where the Dashboard and the pricing page differ, the Dashboard prevails. A change from an amount set for your account to a higher amount is a change under article 19.1.
  3. The payout fee under paragraph 1(e) is charged once for each payout to your payout account, at the amount set under paragraph 2. Where the Acquirer allows us to do so, we have it withheld from the payout or from your balance; otherwise it is invoiced under article 18.
  4. The fee for your Plan starts when we activate your first Store for taking orders. Where your Store takes orders only through Payments, that is the moment Payments is activated.
  5. An upgrade of your Plan takes effect immediately. A downgrade takes effect at the start of the next billing week. Where a downgrade leaves you with more Stores or more feature licences than your Plan includes, the excess continues as add-ons at the published rate until you remove it.
  6. All fees are exclusive of VAT and of any other applicable taxes and levies, which are added where they apply.

17. Fees for payment processing

  1. Whether the processing fees for Payments are set by the Acquirer or by Checky Pro depends on the Acquirer that provides payment services to you. We show it in your Dashboard before you activate Payments, as set out in article 4.6.
  2. Where the Acquirer sets them, it charges its own fees under the Acquirer Agreement. These include authorisation fees per attempt, processing and interchange-based fees, chargeback fees, payout fees and currency conversion. They are deducted by the Acquirer at settlement. Checky Pro does not invoice them, does not collect them and cannot waive, refund or amend them.
  3. Where Checky Pro sets them, they are our fees under article 16.1(k). The Acquirer withholds them on our behalf at settlement. The Acquirer's own charges for those Transactions are included in them and are not charged to you separately, except interchange and Card Scheme fees where our published pricing states that they are passed through to you at cost.
  4. We publish the processing fees we set on our pricing page, and show the fees that apply to your account, and the fees per Transaction, in the Dashboard. For fees set by the Acquirer, the rates we show during onboarding are indicative; the rates that apply are those in the Acquirer Agreement, our publication does not make us a party to them or liable for them, and where it differs from the Acquirer Agreement, the Acquirer Agreement governs.
  5. A chargeback fee is not refunded, including where the dispute is decided in your favour.

18. Invoicing, collection and late payment

  1. Where the Acquirer allows us to do so, we may have our fees under article 16, including the Plan fee and the alert fee, withheld from your balance at settlement. All fees that are not withheld at settlement are invoiced weekly. Your Dashboard shows which fees are withheld and which are invoiced. A billing week runs from Monday to Sunday and is invoiced in the following week.
  2. Invoices are collected automatically through our payment processor, using the payment method you have registered — a card or a direct debit mandate. You keep a valid payment method on file for as long as this agreement is in force and, after it ends, until 180 days after your last Transaction, and you authorise us to charge it for amounts due under this agreement. Where no valid payment method is available, we invoice you and 18.3 applies.
  3. Where a collection fails, we may retry it. If it fails again, the invoice is payable by bank transfer within 14 days of the invoice date, and that date is the due date.
  4. If an invoice remains unpaid after the due date, you owe the statutory commercial interest on the outstanding amount from the day after the due date until the day of payment. You also owe the reasonable extrajudicial costs of collection, which amount to at least € 40 per invoice as provided by law, and the costs of any legal proceedings. We may suspend under article 31 (Suspension).
  5. You raise any dispute about an invoice within 30 days of its date, in writing and with reasons. A dispute about part of an invoice does not suspend your obligation to pay the remainder.
  6. Fees withheld at settlement under article 17.3 are not invoiced. They are shown per Transaction in the Dashboard and in your payout reports, and you raise any dispute about them within 30 days of the payout in which they were withheld.
  7. Where an amount you owe us under this agreement is not paid when due, we may collect it by any of the following means, in the order we consider appropriate:
    1. by charging the card or debiting the bank account you registered with us under paragraph 2;
    2. where the Acquirer permits it, by having the amount withheld from your payouts or debited from your balance with the Acquirer;
    3. by setting it off against any amount we owe you.
  8. You give your consent to the means in paragraph 7 by accepting these terms, and you confirm it separately in the Merchant Agreement where an Acquirer requires a separate consent.
  9. Where these means do not result in payment, we may instruct a collection agency or a bailiff to collect the amount. We may provide them with the information they need for that purpose. The costs of collection under paragraph 4 apply.
  10. Paragraphs 7 to 9 also apply to amounts you owe us under article 20.8.

19. Changes to fees

  1. We may change our fees. We give you at least 30 days' written notice of an increase before it takes effect, and you may terminate this agreement without penalty before that date.
  2. A change that follows directly from a change in interchange, Card Scheme fees, Acquirer pricing, taxes or levies may take effect on shorter notice. We tell you what changed and why as soon as we reasonably can.
  3. A fee for a new feature applies only if you choose to use that feature.
  4. A change in fees that an Acquirer sets under article 17.2 is a matter between you and the Acquirer, and paragraph 1 does not apply to it. Paragraph 1 does apply to the processing fees we set under article 17.3.

20. Settlement, payouts and balances

  1. Settlement and payouts are performed by the Acquirer from funds it holds, to the bank account you have registered. Checky Pro does not hold those funds.
  2. Payout timing is set by the Acquirer or, where Managed Settlement applies, by us under the Settlement and Reserve Policy. Your Dashboard shows which applies and what your current payout timing is.
  3. Settlement times shown on our website or during onboarding are indicative "from" values. They are not guarantees, and a payout can be delayed by a bank, a Card Scheme, an Acquirer or a legal obligation.
  4. Amounts may be withheld, delayed or set off by the Acquirer, including where verification information is outstanding, where refunds or disputes exceed the available balance, or where the Acquirer or an authority requires it. Where Managed Settlement applies, amounts may also be withheld or delayed on our instruction in the cases set out in the Settlement and Reserve Policy and in article 31 (Suspension).
  5. Where a measure is taken by the Acquirer, we pass on what we are told and what we understand is needed to resolve it. We cannot lift it, accelerate it or override it.
  6. Where Managed Settlement applies, refunds, chargebacks, fees and fines are first set off against your balance with the Acquirer. Where your balance becomes negative, you restore it without delay.
  7. You authorise the Acquirer to debit the bank account you registered for payouts to restore a negative balance, and you sign the debit mandate that the Acquirer requires for that purpose.
  8. Where we pay any amount to the Acquirer to cover a negative balance on your account, or the Acquirer recovers such an amount from us, you reimburse us that amount on first request, together with our reasonable costs.

21. Reserves

  1. A reserve is a part of your funds that is held back as security for refunds, chargebacks, fees and other amounts you may owe.
  2. Where the Acquirer sets reserves, whether a reserve applies to you, how it is calculated, how long it is held and when it is released is determined by the Acquirer under the Acquirer Agreement. Checky Pro does not set such a reserve, does not hold the reserved funds, and cannot reduce, release or accelerate it.
  3. Where Managed Settlement applies, we set the reserve under the Settlement and Reserve Policy. The reserved funds remain with the Acquirer on your account; we instruct the Acquirer when to hold them and when to release them. The Settlement and Reserve Policy sets out how the reserve is calculated, when it changes and when it is released, including after this agreement ends.
  4. Your Dashboard shows which of paragraphs 2 and 3 applies to you. A change in your reserve under the Settlement and Reserve Policy is notified to you in the Dashboard and takes effect as the Settlement and Reserve Policy provides.

22. Refunds

  1. You decide whether to refund, and you are responsible for the refunds you issue. A refund is executed through the Acquirer from your funds.
  2. A refund does not reverse fees that have already been incurred on the original Transaction, unless the Acquirer's terms provide otherwise.
  3. You refund in accordance with the refund and cancellation terms you publish and with the law of the market you sell to.

23. Chargebacks and the alert service

  1. You bear the chargebacks raised against you, the outcome of disputes, and the losses and fees that follow from them.
  2. As part of the Platform we receive pre-dispute alerts and present them to you. The alert fee referred to in article 16 is charged for every alert we intercept, whether or not a refund follows, and is withheld at settlement or included in your weekly invoice, as set out in article 18.1.
  3. Refunding within the alert window resolves the case before a chargeback is raised. Whether and how a resolved case is counted is decided by the Acquirer and the Card Schemes, and we cannot guarantee the outcome. Where you do not refund, the chargeback may still be raised, and you can still defend it. A chargeback fee, once charged, is not refunded — see 17.5.
  4. You instruct and authorise us to issue a refund on your behalf, through the Acquirer, for any Transaction that is the subject of an alert and whose amount does not exceed the applicable threshold. This automatic refund is a standard part of the service. The refund is made from your funds and any loss resulting from it is yours, including where the alert would not have become a chargeback.
  5. The applicable threshold is the one shown in your Dashboard. You may adjust it once your account has the processing history stated there, within the range that your chargeback ratio permits. You may switch the automatic refund off entirely only while your chargeback ratio is below the limit stated there.
  6. You provide the evidence needed to defend a dispute, within the deadline shown. Where you do not, the dispute is lost by default.
  7. An alert can reach us up to 180 days after the Transaction it concerns, and a chargeback can be raised within the periods set by the Card Scheme rules. Alerts and chargebacks that concern a Transaction made before this agreement ended are handled in the same way as before, and the fees for them remain payable.
  8. Chargeback ratios are monitored by the Card Schemes and the Acquirer. A sustained excess can lead to measures by them, including the end of your ability to process, and is a ground for the measures in article 31 (Suspension) and article 33 (Termination by us). Where Managed Settlement applies, it can also lead to a higher reserve or a hold on payouts under the Settlement and Reserve Policy.

24. Personal data

  1. Personal data processed through the Platform is governed by the Data Processing Agreement and by our Privacy Policy.
  2. In respect of the personal data of your Shoppers that we process for you through the Checkout, you are the controller and we act as processor on your instructions. We act as controller in respect of the data of you and your users that we process to operate our own business — account administration, billing, security, fraud prevention and our own legal obligations — and in respect of the limited Shopper data that we process for our own purposes, namely fraud prevention, the security of the Platform and measuring how the Checkout is used, as described in our Privacy Policy and the Data Processing Agreement.
  3. You are responsible for having a lawful basis for the processing you instruct, and for the information you give your Shoppers about it, including about any third-party tracking or marketing integration you enable in the Checkout, and for obtaining any consent that the law requires for such an integration.
  4. Where you enable an integration with a third party, that party receives data on your instruction and under your responsibility.
  5. To provide Payments, we share the information and documents you provide during onboarding, and information about your Transactions, with the Acquirer to which we submit your application, and with a further Acquirer where article 4.2 applies. Where you accept the terms of an Acquirer through that Acquirer's own systems at the end of onboarding, we share with it the details of your company and of your Authorised Signatory that it needs for that acceptance. Each Acquirer processes that data as an independent controller under its own privacy terms, which are linked where you accept its terms.
  6. During onboarding you provide personal data of individuals connected to your business, such as directors, ultimate beneficial owners and the Authorised Signatory. You inform them that you provide their data to us and to the Acquirer for the verification of your business, and you refer them to our Privacy Policy.
  7. Where we instruct a collection agency or a bailiff under article 18.9, we provide them with the data they need to collect the amount.

25. Intellectual property

  1. The Platform, the software, the documentation and the Checky Pro name, logo and branding are and remain the property of Checky Pro or its licensors. Nothing in this agreement transfers any of it to you.
  2. For the duration of this agreement we grant you a non-exclusive, non-transferable, revocable right to use the Platform for your own business, in accordance with these terms.
  3. Where you give us feedback or suggestions, we may use them without restriction and without owing you anything.

26. Your content and data

  1. Your content, your branding and your business and customer data remain yours.
  2. You grant us the limited licence needed to operate the Platform for you, including displaying your branding in the Checkout, creating and maintaining the objects in your Store that a feature you enable requires, and processing your data as described in the Data Processing Agreement.
  3. We may use aggregated and anonymised data about the use of the Platform to operate, secure and improve it. Such data does not identify you or your Shoppers.
  4. We do not name you as a customer, and do not use your logo, without your prior consent.

27. Confidentiality

  1. Each party keeps the other's confidential information confidential, uses it only for the purposes of this agreement, and protects it with at least reasonable care.
  2. This does not apply to information that is or becomes public without a breach, that the receiving party already held or independently developed, or that must be disclosed by law or by a competent authority — in which case the other party is informed where that is permitted.
  3. This article survives termination for a period of five years.

28. Warranties

  1. We provide the Platform with reasonable skill and care. Beyond that, and to the extent permitted by law, the Platform is provided as it is.
  2. We do not warrant that the Platform will be uninterrupted or error-free, that any payment will be authorised, that any approval, conversion or acceptance rate will be achieved, or that any commercial result will follow from using a feature.
  3. We do not warrant that your use or configuration of the Platform complies with the law of any market you sell to.

29. Limitation of liability

  1. Our total aggregate liability under this agreement is limited to the greater of (a) the amount you paid to Checky Pro in the twelve months preceding the event giving rise to the claim and (b) € 2,500.
  2. Paragraph 1 does not apply to our liability for a failure of the security measures we owe, or for a breach of the Data Processing Agreement. For those, our total aggregate liability is limited to € 250,000 for each calendar year.
  3. We are not liable for indirect or consequential loss, including lost profit, lost revenue, lost data, loss of goodwill, loss of business opportunity, or reputational harm.
  4. We are in particular not liable for loss arising from:
    1. an act, omission, decision or failure of an Acquirer, a bank, a Card Scheme, a payment method provider or any other third party;
    2. a payment being declined, delayed, reversed, withheld, set off or made subject to a reserve by an Acquirer, or by us in accordance with the Settlement and Reserve Policy or article 31;
    3. a chargeback, a dispute outcome or a fee charged by an Acquirer;
    4. the suspension or termination of an Acquirer Agreement, or the refusal of an application by an Acquirer;
    5. your configuration of the Checkout or the content you display through it;
    6. an integration with a third party that you enabled.
  5. Nothing in this agreement limits or excludes liability for intent or wilful recklessness on our part, for death or personal injury, or for anything else that Dutch law does not permit to be limited or excluded.
  6. A claim under this agreement lapses if it is not notified to us in writing, with reasons, within twelve months of the day on which you became aware, or reasonably should have become aware, of both the loss and its cause.

30. Indemnity

  1. You indemnify Checky Pro against claims of third parties, and against the reasonable costs of defending them, arising from:
    1. the products or services you sell;
    2. your breach of articles 12 to 15;
    3. your infringement of the rights of a third party;
    4. your failure to comply with law applicable to you;
    5. claims by your Shoppers, by an Acquirer, by a Card Scheme or by a competent authority relating to your use of the Platform.
  2. We notify you of such a claim without undue delay. We are entitled to conduct the defence ourselves, with counsel of our choosing, and you pay the reasonable costs of doing so. We do not settle a claim covered by this article without your consent, which you do not unreasonably withhold or delay.

31. Suspension

  1. We may suspend or disable your access to the Platform, or the Checkout for one or more Stores, in whole or in part, and, where Managed Settlement applies, instruct the Acquirer to hold your payouts in whole or in part, where:
    1. we reasonably suspect fraud, money laundering, sanctions evasion or other unlawful activity;
    2. you sell products or services outside the categories agreed with you, or outside the Restricted Sectors Policy;
    3. you are in breach of articles 12 to 15 and, where the breach can be remedied, have not remedied it within a reasonable period after notice;
    4. an invoice remains unpaid after notice;
    5. requested verification information is outstanding;
    6. an Acquirer, a Card Scheme or a competent authority requires it, or the law obliges us;
    7. where Managed Settlement applies, your chargeback ratio exceeds the limit set in the Settlement and Reserve Policy.
  2. We tell you that we are suspending and why, unless the law or a competent authority prevents us. Where we can, we tell you beforehand; where an immediate risk or an instruction we must follow makes that impossible, we tell you as soon as we can afterwards.
  3. We limit a suspension to what is necessary and we tell you what is needed to lift it.
  4. Except for a hold on payouts under paragraph 1 where Managed Settlement applies, a suspension by us does not affect payment services provided to you by an Acquirer. Only the Acquirer can suspend those, and it does so under the Acquirer Agreement.
  5. Fees continue to accrue during a suspension. Where a suspension proves to have been unfounded, we credit the fees for the period it lasted.
  6. Where a suspension has lasted longer than 30 consecutive days, either party may terminate this agreement in writing with immediate effect.

32. Termination by you

  1. You may terminate this agreement at any time and without a notice period. You do so through the Dashboard, through support, through your account manager, or through the form on our website.
  2. Termination takes effect when we have processed it, and no later than three business days after we receive it. Fees accrued up to and including that moment, including the current billing week, become immediately due and are collected in accordance with article 18.
  3. Where you return after having terminated, reactivation is subject to our approval and to the reactivation fee referred to in article 16.

33. Termination by us

  1. We may terminate this agreement on seven days' written notice, without being obliged to state a reason.
  2. We may terminate with immediate effect where:
    1. we reasonably suspect fraud, money laundering, sanctions evasion or other unlawful activity;
    2. you breach articles 12 to 15 in a way that cannot be remedied, or repeat a breach after notice;
    3. an Acquirer, a Card Scheme or a competent authority requires it, or the law obliges us;
    4. your Acquirer Agreement ends, or the Acquirer relationship that allows us to provide Payments to you ends, and we do not submit your account to another Acquirer under article 4.2;
    5. you are declared bankrupt, are granted a suspension of payments, or cease your business.
  3. Where mandatory law requires a longer notice period or a statement of reasons for a termination, that requirement applies instead of paragraph 1.

34. Effect of termination

  1. On termination your access to the Dashboard ends and the Checkout stops serving your Stores. No new Transactions can be processed through us.
  2. Funds already held by an Acquirer are settled by that Acquirer under the Acquirer Agreement, subject to any reserve, dispute window, set-off or legal hold. Where Managed Settlement applies, the reserve is released as the Settlement and Reserve Policy provides for the period after termination.
  3. Alerts and chargebacks can arrive long after a sale: an alert up to 180 days after the Transaction, a chargeback within the periods the Card Schemes set. Article 23 continues to apply to Transactions made before termination, the fees for them remain payable, and you keep a payment method available for that period under 18.2. Articles 18.7 to 18.10 and 20.6 to 20.8 continue to apply until every amount you owe us has been paid.
  4. Where an agreement is terminated for fraud or for another reason listed in the Card Scheme rules, an Acquirer may report you to a merchant alert system operated by a Card Scheme, such as the MATCH list of Mastercard. Such a listing is made by the Acquirer and held by the Card Scheme, can last for several years, and can make it difficult or impossible for you to obtain payment services elsewhere. Checky Pro does not make the listing, is not consulted on it, and cannot have it corrected or removed.
  5. Before your access ends we make your transaction and order records available for export, insofar as that is technically feasible, and for 30 days afterwards we provide such an export on request. After that, retention and deletion follow the Data Processing Agreement and the Privacy Policy.
  6. Termination does not affect amounts already due, and does not affect a claim that arose before termination.
  7. The following survive termination: article 4.9 to the extent needed to settle your accounts with the Acquirer, article 16 to article 18 in respect of amounts accrued, article 20 (Settlement, payouts and balances), article 21 (Reserves) and the Settlement and Reserve Policy for the period after termination, article 23 (Chargebacks and the alert service), article 24 (Personal data), article 25 (Intellectual property), article 26 (Your content and data), article 27 (Confidentiality), article 29 (Limitation of liability), article 30 (Indemnity), article 37 (Governing law and jurisdiction) and this article.

35. Changes to these terms

  1. We may amend these terms. We give at least 30 days' written notice of a material change, and you may terminate in accordance with article 32 before it takes effect. Continued use of the Platform after that date constitutes acceptance.
  2. A change required by law, by a competent authority, by an Acquirer or by the Card Scheme rules may take effect on shorter notice where it must, and we tell you what changed and why.
  3. The version in force is the one published on our website, with its version number and date. On request we provide the version that applied at a given moment.
  4. Payout timing and reserves change as follows:
    1. where the Acquirer sets them, with effect as the Acquirer determines; we tell you as soon as we are informed;
    2. where Managed Settlement applies and your account moves to a different level, or we take a measure for your account, under the Settlement and Reserve Policy, as that policy provides;
    3. where Managed Settlement applies and we change the Settlement and Reserve Policy itself, with at least 30 days' notice, after which you may terminate in accordance with article 32 before the change takes effect, unless the change is required by an Acquirer, a Card Scheme, a competent authority or the law, or is only to your advantage, in which case it may take effect immediately.

36. Force majeure

  1. Neither party is liable for a failure to perform caused by a circumstance that cannot be attributed to it, including failures of telecommunications or hosting infrastructure, the unavailability of a Card Scheme, an Acquirer or a banking system, cyber attacks, and measures of a government or supervisory authority.
  2. Where the circumstance lasts longer than 60 days, either party may terminate this agreement in writing without owing compensation, without prejudice to amounts already due.

37. Governing law and jurisdiction

  1. This agreement, and any non-contractual obligation arising from it, is governed by the law of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
  2. Disputes are submitted to the competent court of the Rechtbank Overijssel, the Netherlands, without prejudice to any mandatory rule of jurisdiction.
  3. Before starting proceedings, both parties make a genuine attempt to resolve the matter. The fastest route is to contact your account manager or our support.

38. Miscellaneous

  1. You may not assign this agreement, or any right under it, without our written consent. We may assign it to a group company, or in connection with a merger, acquisition or transfer of our business, provided your rights are not materially reduced.
  2. If a provision is or becomes invalid or unenforceable, the remainder stays in force, and the invalid provision is replaced by a valid one that comes as close as possible to its purpose.
  3. Failure or delay in enforcing a right is not a waiver of that right.
  4. Nothing in this agreement creates a partnership, a joint venture or an employment relationship between the parties. Neither party may bind the other, except where you authorise us to act on your behalf under article 4.9 or article 23.4.
  5. This agreement, together with the documents listed in article 1, contains the entire agreement between the parties on its subject matter and replaces all earlier terms, including any earlier terms of service, subscription agreement or risk disclosure published by Checky Pro.

39. Notices and contact

  1. We give notice by email to the address registered on your account, and through the Dashboard. You give notice by email to the address below or through support.
  2. A notice sent by email is deemed received on the day it is sent, unless the sender receives a delivery failure.
  3. Checky Pro B.V. — Brandweerstraat 20, 7514 AE Enschede, the Netherlands. Chamber of Commerce 42000293. VAT NL869223161B01. Email info@checkypro.com.

Checky Pro B.V.

Brandweerstraat 20, 7514 AE Enschede, the Netherlands

KVK 42000293 · VAT NL869223161B01

info@checkypro.com