2992 BN BARENDRECHT
In the Merchant Agreement, and in the Terms & Conditions, the following definitions shall apply:
API:A Application [ME1] Interface consisting of a direct secured internet connection between the Merchants site or system and the Cloudprinter environment via which Payment Details, signals and datas are sent.
Business Day:A day other than a Saturday or Sunday on which banks are open for business in The Netherlands.
Cloudprinter:Cloudprinter.com B.V., a company registered in Barendrecht under number 63851636 and having its seat at Singel 159, 2992 BN in Barendrecht, the Netherlands.
Customer:The party who signed up online or created an account with Cloudprinter for the use of the API of Cloudprinter. …
Customer Area:The secured Interface on Cloudprinter's website where Merchants can review and operate on their Printing Orders, profile and settings and find usage instructions, information regarding the Printing Services.
Delivery Date:Date on which the complete Printing Product is delivered to the Customer who paid for the corresponding product.
Deposit(s):A sum of money withheld by Cloudprinter from funds to be Settled to the Merchant by the Merchant on Cloudprinter’s request as security for fees due to Cloudprinter.
E-Commerce Transaction:A Transaction by an account holder where said account holder is not physically present at the point of sale at the time of the Transaction.
Inflation:The Euro Area Inflation (HICP All Items Euro Area) as found on http://epp.gMrostat.eo.euroDa.eu/portal/oaae/portal/eurostat/home (or such future replacement website as may be used by Eurostat).
Merchant:The company’s brand or website who enters into a Merchant Agreement with Cloudprinter .and for whom Cloudprinter ….
Merchant Agreement:The agreement between Cloudprinter and the Merchant for the provision of the Services to Merchant, including ….
MSC / Merchant:The fee that Cloudprinter charges per Transaction for the use of her platform.
Service Charge:This can be a percentage of the Transaction amount, or a fixed fee, or a combination of a percentage and a fixed fee. The Processing Fee is not part of the MSC.
Order Amount:The sum of the print & fulfilment cost of the provided print job from customer to Cloudrinter.
Printing Orders:The processing and production of the order placed through the API.
Printing Product:The printing of the specific product placed in a order through the API
Printing Services:Equals above
Processing Fee:The fee that Cloudprinter charges for each Printing Order submitted for processing, regardless of the Transaction amount and the type of Printing Order.
Refund:A (partial) reversal of a particular Transaction, whereby the funds are reimbursed to the Customer on the initiative or request of the Merchant.
Service(s):The collective set of printing services and/or other services as provided by Cloudprinter to the Merchant to enable the Customer to use printing on demand.
SLA:Service Level Agreement.
Software:The collective set of programs and data developed and/or operated by Cloudprinter as needed to provide the Printing Service to its Merchants and Customers.
Terms and Conditions:The current version of these terms and conditions of Cloudprinter.
Transaction Fee:The sum of Merchant Service Charge (MSC) and Processing Fee.
Working Hours:From 09:00 CET to 18:00 CET on Business Days in the Netherlands.
Cloudprinter delivers the following specific Printing Services to Merchant. The current technical and procedural details can be found in the related manuals on the Admin and Management console on the Cloudprinter website:
Merchant will use the CP Core API to have its print jobs processed by Cloudprinter Core Platform. Merchant will implement order submitting to the Cloudprinter Core API by rules and guidelines as published on Cloudprinter website.
The latest overview of supported products, qualified production locations and available shipping methods and cost can be found on the Cloudprinter website in the Admin and Management console. Support for each product, production and shipping method is subject to acceptance by the relevant production site. Which such order job may withhold or withdraw in its discretion anytime. In such cases a backup production site can be configured in the Admin and Management console. Some production sites and shipping providers may require the Merchant to enter into a direct agreement with the production site or shipping provider. Via API calls or by the Admin and Management console on the Cloudprinter website Merchant can configure order routing on key settings like performance, nearest location to shipping address and print/finishing equipment. Merchant may disconnect any production site and/or shipping provider without further notice by providing an alternative solution to Merchant.
Merchant can place a Print Order by providing the information in a specified format as described and published on the Cloudprinter website. Cloudprinter has the right to change the layout and format anytime on a 60 day notice.
Cloudprinter will invoice the Merchant monthly realtime by credit card or other realtime payment authorization services for the Services rendered. The invoice currency will be Euro (EUR) unless expressly otherwise agreed in writing. In case post payment is agreed between customer and Coudprinter invoicing will be weekly with a net payment term of 14 days.
Cloudprinter provides electronic invoices as Standard. Printed invoices or statements can be requested for subsequent invoices via the Customer Area (additional costs will be charged by Cloudprinter).
Cloudprinter shall be unilaterally entitled to raise the prices for its Services, with three (3) months prior notice. Said price increases shall only become effective for the Services rendered by Cloudprinter starting at the end of the notice period. The Merchant may, however, during the three months' notice period, cancel the Merchant Agreement with Cloudprinter for which the price increase is applicable by providing written notice to Cloudprinter per the end of the three month notice period.
Cloudprinter shall be entitled to change its prices to adjust for inflation with as maximum last year's published Inflation. Said price change may be applied by Cloudprinter only once annually and will be announced at least one month in advance. For an increase under this clause 3.3 the termination right referred to in clause 3.2 does not apply.
Cloudprinter shall set the Deposit Level to account for and cover for the potential indebtedness of Merchant for fees payable from Merchant to Cloudprinter, based on Cloudprinter's reasonably assessed then current estimate of the Order Amount and other potential liabilities. Cloudprinter has the right to adjust the Deposit Level in its discretion from time-to-time to bring it in line with its then current estimates. Upon Merchants first request Cloudprinter will inform Merchant of the information, estimations and assumptions and calculations used by Cloudprinter to establish the then current Deposit Level.
The initial Deposit Level will be set by Cloudprinter on the basis of the information provided by Merchant regarding its anticipated initial use of the Services when entering into the Merchant Agreement. Merchant must transfer the Initial Deposit to the account of the Foundation before it may start using the Services for commercial (so non-testing) purposes.
lf at any point in time the Deposit drops below the then current Deposit level Cloudprinter may require Merchant to immediately transfer such funds to the account of Cloudprinter as is necessary to bring the Deposit in line with the then current Deposit Level.
After termination of the Merchant Agreement or after processing of Transactions is stopped, the Deposit shall be released by Cloudprinter.
The invoice has to paid within 14 days of the relevant invoice.
The Merchant is not allowed to calculate discounts on payments that are due to Cloudprinter. Any sett-off of the payments that are due by the Merchant is not allowed. The Merchant is not entitled to suspend payment of invoices that has been or will be performed in accordance with the Order.
Complaints with regard to invoices of Cloudprinter do not suspend payment obligations of the Merchant. In case of complaints with regard to invoices of Cloudprinter, the Parties will consult each other in order to find a solution.
Interest shall accrue on any unpaid amounts owned by the Merchant to Cloudprinter at the rate of 1% per month.
All fees of Cloudprinter are excluding applicable VAT, turnover and other taxes or levies which will be separately payable by Merchant where applicable to invoiced amounts or services.
In case non post payment services are agreed and confirmed by the risk audit department of Cloudprinter, all print & fulfilment orders will be processed when a authorization signal from the payment provider used by Cloudprinter is received.
(The following is only applicable for Merchants with which Cloudprinter expressly agreed to provide a Payment Realtime Interface via the API method for Card Not Present Transactions.)
Connections to the API interface are made with "SOAP" calls using HTTPS. Authentication is performed via a combination of username/password, IP and/or client certificate checks.
lf Merchant does not activate 3D-Secure for Transactions offered via the API interface where such option is available, Merchant understands that a higher Interchange Rate may be applied by the Card Schemes / Acquirers and other restrictions may be applied by the Card Schemes / Acquirers.
The Merchant using the API interface must at all times fully comply with the then current PCI-DSS rules and on Cloudprinter's first request demonstrate such compliance and provide its valid certification of its compliance. lf the Merchant cannot prove the compliancy to the PCI-DSS rules or its certification/compliancy becomes invalid, Merchant will notify Cloudprinter immediately. Cloudprinter has the right to immediately suspend Transaction processing for Merchant in case Cloudprinter has any indication that Merchant is not compliant with the PCI-DSS standards which Merchant cannot immediately prove to be not founded. Merchant shall fully indemnify and hold Cloudprinter harmless from any losses, claims (including applied Fines by the Scheme Owners), costs or damage Cloudprinter incurs as a result of Merchants breach of this obligation.
It is the responsibility of the Merchant to comply with the relevant instructions and installation manuals issued by Cloudprinter regarding its integration into the Cloudprinter Services and Software, including updates issued from time to time to Merchant via the Customer Interface. Cloudprinter is not obliged to provide notification of changes to the Software and the interfaces thereto which would not impact Merchants use of the Services if it had correctly followed the integration instructions and other usage manuals.
Cloudprinter strongly advises to use "defensive programming" when integrating with the Cloudprinter Services. This implies for example that automated decisions programmed into the systems of Merchant should be defaulted to non-delivery of products and services. E.g. program your systems only to deliver products or services after receiving an express authorization of the payment requested and not program you system to deliver in case no explicit rejection is received.
Cloudprinter reserves the right to change or amend the Software and the interface to it at any time, to provide the Merchant with a new version thereof, and/or to change the functionalities and characteristics of the Software.
Cloudprinter will announce material changes to the API Interface for the Merchant where reasonably possible at least 3 months in advance to allow Merchant to prepare for any impact Cloudprinter endeavours to minimise changes to the API Interface. Shorter notice periods may have to be made to comply with applicable laws or the need for increased security due to security risks identified by Cloudprinter.
Regular support is available by email web or telephone on Business Days on Working Hours. Emergency support is provided 24 hour per day. Supported helpdesk languages are English, German and Dutch. Support documentation is available in English. The support web site will contain a knowledge base, news items and troubleshooting helpers on a personalised basis.
Cloudprinter commits to use all commercially reasonable efforts to achieve an average minimum uptime of 99% (measured on a quarterly basis) of the calendar year, to receive Printing Orders, excluding from uptime calculation down time of the …. AWS (Amazon web servers) caused by acts or omissions of Merchant, Customers, changes implemented on specific Merchant request, general internet failures, failures of individual Payment Methods or force majeure. Merchant is obliged to immediately notify Cloudprinter of any downtime of the core API’s which it experiences and to provide all reasonably requested co-operation in investigating and resolving any such downtime.
Cloudprinter uses all reasonable efforts to avoid having to take the core API’s offline for executing planned maintenance. Should under exceptional circumstances such maintenance nevertheless prove necessary, Cloudprinter will provide as much notice as practically possible and plan such maintenance in a manner and on a date and time to minimize the potential number of affected potential Printing Orders for all its Merchants. Should under emergency situations (e.g. in case of force majeure event or terrorist attack) unplanned maintenance be necessary to the ….. core API’s necessitating it to be taken offline, Cloudprinter will use all available resources to keep the required downtime to the absolute minimum.
Cloudprinter takes reasonable measures to provide a secure system.
Planned maintenance to the back office of Cloudprinter's payment processing system (the Customer Area) will happen in the Standard weekly maintenance window on Tuesdays 07:00 - 07:15 hours CET. The Customer Area may be temporarily not available during planned maintenance. As specified in clause 6.1 back-office maintenance will only in exceptional circumstances affect the availability of the core API’s for hours.
Fees charged for executing the original Transaction will not be refunded in part or in whole to the Merchant if the Transaction is in any way Refunded, refused or cancelled.
The property rights in the Software and other materials and all other intellectual property rights related to the Cloudprinter Services are owned by Cloudprinter and its licensors. The Merchant Agreement does not transfer any intellectual property rights with respect thereto and only provides Merchant a limited, non-exclusive and non-transferable license to use the Software and all other materials made available by Cloudprinter solely for the purpose of using the Services in accordance with these terms and the applicable usage instructions communicated to Merchant via the Cloudprinter website from time to time.
All information relating to the Merchant or to Cloudprinter and designated as being confidential, and all information not expressly designated as confidential but which should reasonably be deemed confidential by reason of its nature or content is considered "Confidential Information". Each party remains the owner of all data made available to the other party. Merchant acknowledges that the terms of the Merchant Agreement and any information provided by Cloudprinter on its Services (including Communications from Cloudprinter's support functions) are confidential information.
Each party undertakes to take all necessary steps to protect the confidential nature of all confidential information of the other party, agreeing, in particular:
The obligation of confidentiality as described in this clause shall remain in effect also following the termination of the Merchant Agreement regardless of the grounds for termination.
The following data is to be considered confidential, without need for special mention:
Where Cloudprinter process personal data while performing the Services they will act as data processor under the direction and responsibility of the Merchant. Merchant will comply with the personal data protection laws of the Merchants country of origin and of those countries in which the Merchant offers its goods and/or services from time to time, in particular when processing and sending personal data to Cloudprinter in the context of using the Services and submitting transactions. Both Cloudprinter and Merchant shall implement appropriate technical and organisational measures to protect personal data against misuse.
Except where explicitly agreed otherwise in the Merchant Agreement, the Merchant Agreement is entered into for an indefinite period until it is terminated by either party by giving at least two (2) months' written notice to the other party.
a) Merchant has the right to terminate the Merchant Agreement immediately if:
b) Cloudprinter has the right to terminate the Merchant Agreement and/or stop processing for Merchant immediately in part or in whole if:
Cloudprinter shall only be liable for its own acts of omissions and not for acts or omissions of third parties. This expressly excludes liability of Cloudprinter for acts or omissions for events or activities originating outside the systems of Cloudprinter (such as internet disturbances or malfunctions in third party systems), except in case such events were caused by the intent or gross negligence of Cloudprinter.
The total liability of Cloudprinter under the Merchant Agreement towards Merchant for breach of contract, tort or under any other legal theory in any calendar year is limited to an amount equal to the total Processing Fees paid by the Merchant to Cloudprinter during the previous full calendar year (or if no Services were provided in the previous calendar year, the total Processing Fees paid in the initial 12 months of the term of the Merchant Agreement).
Cloudprinter shall not be liable for breach of contract, tort or under any other legal theory for any loss of profit, business, contracts, revenues, anticipated savings or damage to good name; or for any special indirect, or consequential damages.
Neither Cloudprinter nor any other party to the Merchant Agreement excludes or limits its liability under the Merchant Agreement for intent, gross negligence, death, fraud or personal injury.
Merchant shall indemnify and hold Cloudprinter harmless from any claim (including legal fees) brought against Cloudprinter by any third party as a result of Merchants' breach of the terms of the Merchant Agreement, applicable laws applying to the activities (products or services) of Merchant.
Cloudprinter shall be entitled, at any time, to assign, novate or otherwise transfer the Merchant Agreement to another company in the Cloudprinter group, (i.e., a company with at least 50% the same shareholders), without the prior consent of the Merchant by providing written notice to Merchant of such transfer.
In the event that any provision in the Merchant Agreement (including the Cloudprinter Terms and Conditions) is declared null and void or inapplicable, said provision shall be deemed non-existent, and all other provisions of the Merchant Agreement (including the Cloudprinter Terms and Conditions) shall remain applicable. The parties undertake to take all steps to eliminate the provision declared null and void and/or inapplicable and to replace the same with a provision approaching, insofar as possible, the economic objective of the provision declared null and/or inapplicable.
The Merchant Agreement contains all the commitments between the parties and replaces all other prior contractual commitments between the parties. No representation, warranty or undertaking given by any of the parties to any of the other parties under the Merchant Agreement shall be of any force or effect unless expressly reduced to writing and repeated in the Merchant Agreement, and all implied or prior representations, warranties and undertakings are, save to the extent expressly set out in the Merchant Agreement, expressly excluded to the fullest extent permitted by law.
The Merchant agrees that its name and Standard logo (as published by the Merchant) may be included by Cloudprinter on the Cloudprinter client list on its website and in its sales materials. Cloudprinter shall be entitled to use said list freely in its commercial efforts. Any other use of Merchants name, logo or information shall only occur with Merchants prior written approval which Merchant may withhold in its discretion.
The Merchant may on its website in the section "frequently asked questions", or in a similar informational section on its website, refer to Cloudprinter as its payment service provider, explaining that this is the reason why the name Cloudprinter may appear on bank statements of the customer. Merchant may also include an internet link to the website of Cloudprinter in such context Merchant may not mention Cloudprinter on the home page of its website in any situation. Merchant must in each case also clearly state that customers of Merchant should not contact Cloudprinter for support or questions regarding payments processed by Cloudprinter for Merchant. Merchant may not use the logo of Cloudprinter anywhere on its website without the prior express written approval of Cloudprinter, which Cloudprinter may refuse or withdraw in its discretion.
Cloudprinter may revise the Cloudprinter Terms and Conditions from time to time by giving at least 30 days written notice to the Merchant via email or a via notice in the Customer Area. lf the change has a material adverse impact on Merchant and Merchant does not agree to the change, Merchant may give written notice of its objection to Cloudprinter within thirty days after receiving notice of the change. lf Cloudprinter receives such notice, Cloudprinter will contact Merchant to discuss the objections of the Merchant, lf the Merchant continues to refuse to accept the change and Cloudprinter refuses to withdraw the announced change, Merchant may terminate the Merchant Agreement by giving at least one month written notice to Cloudprinter (such termination notice to be sent at the latest 60 days after Merchant received notice of the change). Merchant is not entitled to object to and shall not have the rights set out in this clause for any change which Cloudprinter implements in order to comply with applicable law or requirements imposed by the relevant Acquirers and/or Scheme Owners. For such imposed changes shorter notice periods may be applied by Cloudprinter as is needed to comply with the relevant requirement.
The applicability of Merchants purchasing or other general terms and conditions is expressly rejected. lf Merchant accepts a proposal made by Cloudprinter (including a proposed Merchant Agreement) by issuing a separate written statement - for example a purchase order -which refers the proposal and/or the Merchant Agreement. then additional or deviatïng terms or conditions contained in or referred to in such separate document shall not apply between the parties unless such deviating terms are explicitly accepted in a written statement issued and signed by an Cloudprinter board member. In any case the terms of the Merchant Agreement as proposed by Cloudprinter, including the Cloudprinter Terms and Conditions shall take precedence over any terms and conditions contained or referred to in in any such acceptance document from Merchant
In case Merchant has concluded the Merchant Agreement with Cloudprinter via Cloudprinter's website or via any other online means, Cloudprinter may at any time request that Merchant re-confirms its acceptance of the terms of the Merchant Agreement (including these Cloudprinter Terms and Conditions) by means of a written document signed by an authorised representative of the Merchant, lf Merchant does not comply with such request within 5 working days after receiving a request by Cloudprinter to do so (which request may be issued to Merchant via the contact email address submitted by Merchant when concluding the Merchant Agreement), Cloudprinter reserves the right to suspend part or all of the Services until Merchant has complied with such request.
The parties undertake to take all steps to reach an amicable agreement to any dispute arising in relation to the validity, interpretation or fulfilment of the Merchant Agreement This Article 14.1 is without prejudice to a party's right to seek interim relief against any other party (such as an injunction) through the competent courts to protect its rights and interests, or to enforce the obligations of any of the other parties.
The Merchant Agreement and these terms and conditions are solely governed by Dutch law excluding the Convention on Contracts for the International Sale of Goods. In the absence of an amicable agreement, any dispute relating to the validity, interpretation or fulfilment of the Merchant Agreement shall be submitted to the exclusive jurisdiction of the competent courts of Rotterdam, the Netherlands.