Version date: 8 January 2025

Rootline BV

Prinsengracht 449a

1016 HN  Amsterdam

The Netherlands

www.rootline.com

Terms of Service

These are the terms and conditions of Rootline B.V. which are applicable to all services of Rootline and all offers of Rootline B.V. to provide services of Rootline B.V. 

1. DEFINITIONS

2. INTRODUCTION TO THE SERVICES OF ROOTLINE

This clause provides for a brief general description of the Services of Rootline and gets the reader introduced to some key definitions and concepts used in these Terms. 

1. The Services: Rootline provides the following two main types of Services by means of its online payment processing and management platform (the Rootline Platform): 

   1. collect payments for Merchants from their Customers via Payment Methods controlled by third party Scheme Owners (the Payment Acquiring Service); and 

   2. subsequently manage and distribute the collected funds in a flexible, automated and compliant manner (the Payment Flow Management Service). 

2. Partner Merchants and Client Merchants: The Rootline Platform is specifically designed and developed to support setups where the Services of Rootline are used by Client Merchants via or in combination with the services of a Partner Merchant in an integrated and seamless manner. For example, with the Rootline Platform the fees and/or commissions payable by the Client Merchant for its use of the combination of the Rootline Services and the services of the Partner Merchant, can be deducted in an automated and transparent manner from the funds received for payments successfully processed for the Client Merchants. Clauses and descriptions in these Terms that refer to a Merchant are applicable both to Partner Merchants and to Client Merchants as users of the Services of Rootline. The Merchant Agreement will expressly specify if a Merchant is a regular Merchant (using the Services on a stand-alone basis), a Partner Merchant or a Client Merchant. If a Merchant is a Client Merchant, then the Merchant Agreement will specify via which Partner Merchant it will use the Services of Rootline and in such case the Client Merchant may only use the Rootline Services in combination with the services of that particular Partner Merchant.  

3. Balance Account: The funds received by Rootline for payments successfully processed for a Merchant via the Payment Acquiring Service, are Settled by Rootline to a Balance Account of the Merchant on the Rootline Platform, net of (part of) the applicable costs and fees.  The Balance Account is not a bank account and may be used only for limited predefined use cases as set out in clause 5.

4. Rootline Foundation: All funds collected and received by Rootline from Scheme Owners and Acquirers for Settlement to Merchants and all other funds that are credited to the Balance Account of Merchant, will be received and held in separate bank accounts in name of Rootline Foundation with one or more reputable third party European banks, until such funds are Paid-out to Merchant or otherwise debited from the Balance Account of Merchant as per these Terms and the Merchant Agreement. The Rootline Foundation is a party to each Merchant Agreement solely to acknowledge its obligation to hold such funds separate from the capital of Rootline in accordance with the financial service license obligations of Rootline as a financial service provider. Rootline Foundation is not liable towards Merchant in any way or manner and not responsible or liable for the Services or any act or omission of Rootline. Parties acknowledge and agree that this clause (2.4) is an irrevocable third party clause for the benefit of the Rootline Foundation. Rights of parties under the Merchant Agreement will not require the approval of any third party.

3. MERCHANT KYC CHECK AND ACCEPTANCE 

   1. KYC obligations of Merchant: Rootline is under applicable laws and Scheme Rules obliged to verify the identity of Merchant and monitor the activities of Merchant related to its use of the Services of Rootline. Such requirements are often referred to as “Know Your Customer” or “KYC” requirements. For this purpose Merchant must, when registering for the Services and subsequently at any time thereafter, promptly provide all information Rootline reasonably requests with respect to Merchant’s identity and background, the identity and background of its direct and indirect shareholders and directors and with respect to all its activities in relation to its use of the Services (hereafter referred to as “Merchant Information”). Merchant warrants unconditionally that all Merchant Information it provides is correct and up to date. Merchant must proactively inform Rootline at least three Business Days in advance in writing of any change in the Merchant Information it previously provided to Rootline, expressly including any change in the parties which hold a direct or indirect shareholding in Merchant of more than 25%.  

   2. Sharing of Merchant Information: Merchant authorizes Rootline to share Merchant Information as required to comply with applicable laws and Scheme Rules and as required to enable the use of the Payment Methods selected to be used by the Merchant with: KYC service providers, governmental authorities, the Scheme Owners and third party Acquirers of the Payment Methods selected by Merchant to be used and with financial institutions leveraged by Rootline to provide the Services (such as banks with whom Rootline or the Rootline Foundation holds bank accounts to hold or transfer funds for Merchant). 

   3. Activation of the Services: After the conclusion of a Merchant Agreement, the subsequent activation of the Services for Merchant is subject to the continuing acceptance by Rootline of Merchant as a user of the Services on the basis of the Merchant Information submitted by the Merchant and such additional Merchant Information as Rootline may from time to time request from Merchant and/or retrieve from other sources such as public registries, the internet or third parties. Rootline may already enable Merchant to use part of the Services prior to full and final acceptance of Merchant subject to usage limitations as set by Rootline in its discretion (for example a maximum payment volume per month or start of processing of Transactions, but suspending Pay-Out to the Merchant until full completion of the Merchant review). Rootline reserves the right not to accept Merchant as a user of the Services or to withdraw its acceptance if Rootline in its reasonable discretion determines that providing the Services can expose Rootline, its Acquirers or the Scheme Owners to significant reputational risks, legal risks or could potentially cause Rootline, its Acquirers of Scheme Owners to violate applicable laws and/or Scheme Rules.   

   4. Acceptance by Scheme Owners and Acquirers: The use via the Services of an individual Payment Method is subject to the continuing acceptance of Merchant by the relevant Scheme Owner and third party Acquirer as a user of its Payment Method, which such Acquirer or Scheme Owner may withhold or withdraw in its discretion at any time. Some Acquirers and/or Scheme Owners may require Merchant to contract directly with the Acquirer or Scheme Owner as condition for the start or continuation of the use of a Payment Method to acknowledge in such direct contractual relationship Merchant’s obligation to comply with the Scheme Rules applicable to the Payment Method and to acknowledge its responsibility and liability for such compliance directly to the Acquirer and/or Scheme Owner. 

Additional terms for Client Merchants: 

5. Only via Partner Merchant: A Merchant which wishes to use the Services as a Client Merchant in combination with the services of a Partner Merchant may only apply for the Services via or with the prior permission of the relevant Partner Merchant. The right for Client Merchant to use the Services is and remains at all times conditional on the continuing acceptance by Partner Merchant of the Client Merchant as a user of the Services via Partner Merchant. The use by the Client Merchant of the services of the Partner Merchant itself, is governed by the separate agreement concluded directly between Partner Merchant and Client Merchant, to which Rootline is not a party. Rootline is not responsible or liable toward Client Merchant for any act or omission by Partner Merchant. A Client Merchant may only use the Services in combination with the services of the Partner Merchant as permitted and enabled from time to time by the Partner Merchant via the separate services provided by the Partner Merchant to the Client Merchant. 

6. Sharing Merchant Information: Client Merchant authorizes Rootline to share all Merchant Information with the Partner Merchant and to request and receive information with respect to Client Merchant from Partner Merchant as Rootline may reasonably request to be able to provide the Services and to comply with applicable laws and Scheme Rules.

Additional terms for Partner Merchants:

7. Boarding of Client Merchants: Rootline will register, perform KYC background checks and contract with Client Merchants only on the request of or with the prior permission of the relevant Partner Merchant. All first line support to the Client Merchants in registering for the Services and in using the Services will be provided by Partner Merchant with Rootline providing second line support to Partner Merchant. Rootline will only directly interact with Client Merchant as is necessary to comply with applicable laws and Scheme Rules. Fees charged for boarding and performing KYC checks on Client Merchants as set by Rootline or as separately agreed between Rootline and Partner Merchant. These fees are payable by the Partner Merchant to Rootline. 

8. Verifying Merchant Information and Client Merchant acceptance: Rootline will on request share Merchant information collected when contracting with Client Merchants for the Services with Partner Merchant and may also receive Merchant Information from or via Partner Merchant. As between Partner Merchant and Rootline, Partner Merchant is responsible to ensure all Merchant Information is correct and up to date. In particular it is the responsibility of Partner Merchant to ensure the use of the Payment Acquiring Services by the Client Merchant via Partner Merchant is solely in the Client Merchant’s own name and solely for the sale of the type of products and services for which the Client Merchant was registered. 

9. Ultimate discretion and risk for Partner Merchant. Client Merchants are contracted for the Services by Rootline at the discretion of and for the sole risk of Partner Merchant. Rootline will only provide Services to a Client Merchant if and for as long as Partner Merchant instructs Rootline to do so. As between Rootline and Partner Merchant, Partner Merchant will be responsible and liable towards Rootline for (i) all fees, Chargebacks, Refunds and costs incurred and caused by the Client Merchants, (ii) the compliance by the Client Merchants to all Compliance Obligations. Partner Merchant will indemnify and hold Rootline harmless from any third party claims caused by any act or omission by Client Merchants, including but not limited to claims for the payment of fines imposed by Scheme Owners or Acquirers for breaching Scheme Rules. The KYC background checks and other compliance monitoring performed by Rootline with respect to the Client Merchants may help reduce the risk of non-payment, fraud or noncompliance by Client Merchants, but any non-payment, fraud or non-compliance by a Client Merchant is and will at all times remain the ultimate responsibility and liability of Partner Merchant for the Client Merchants as per this clause 3.9. 

4. PAYMENT ACQUIRING SERVICE 

   1. Transaction Processing: Rootline will provide the Rootline Platform for use by the Merchant to enable the processing of Payment Transactions, by routing submitted digital Transaction messages to the relevant Scheme Owners directly or via the relevant Acquirer, by routing back the related digital response messages to the Merchant and to provide reporting with respect thereto via the Rootline Platform. 

   2. Transaction data: The Merchant is responsible to ensure all data required from time to time by Rootline is provided with each Transaction message, including information needed for compliance purposes and fraud prevention. Rootline reserves the right not to process a Transaction or to reverse a Transaction for which the requested data is not provided or for which the submitted data is incorrect. The Merchant expressly permits Rootline to use any such data to comply with its obligations under applicable laws and the Scheme Rules and to prevent, reduce or address fraud or other illegal activities on or via the Rootline Platform.

   3. Reporting Acquired Funds: Funds which are expected to be received from the Scheme Owners for Transactions of the Merchant that were Authorized (and if applicable Captured) via the Payment Acquiring Service but are not yet Settled to the Balance Account of Merchant, are separately reported to the Merchant via the Dashboard as “Acquired Funds”. 

   4. Settlement: Acquired Funds are credited to the Balance Account of Merchant, net of applicable costs, fees and commissions as standard within 7 calendar days after the date the Transaction was Authorized (and if relevant Captured) via the Payment Acquiring Service on the assumption that generally by that date the Acquired Funds actually will have been received from the Scheme Owner or Acquirer. Rootline may in its discretion increase this 7 day period for part of or all of Merchant’s Payment Transactions, in case Rootline expects that the time between the Authorization (and if relevant Capture) of a Payment Transaction and the actual receipt of the related Funds from the Scheme Owner to be longer than 7 days. Please note that Rootline is not allowed under applicable law to knowingly Settle funds earlier to Merchant than it receives those, because this would constitute extending credit to the Merchant. The funds registered in the Balance Account can subsequently be Paid-out to Merchant or otherwise used as set out below in clause 5.  

   5. Settlement risk with Merchant: Rootline will not be obligated to Settle funds to Merchant which are not actually received by Rootline from the relevant Scheme or Acquirer. Rootline may at any time debit the Balance Account of Merchant for funds Settled to the Balance Account which ultimately are not received from the Relevant Scheme Owner by Rootline or which Rootline is required to transfer back to the Scheme Owner because of a Chargeback or other type of reversal of the underlying Payment Transaction. Rootline will not compensate or otherwise be liable towards Merchant in case the Scheme Owner or Acquirer does not transfer funds to Rootline for Transactions that were previously successfully processed via Rootline. Merchant should consider the risk of not receiving Settlement from time to time when selecting which Payment Methods it wishes to use via Rootline.

   6. Chargebacks: Some Payment Methods, and in particular Credit Card based Payment methods, allow Payment Transactions that were previously Authorized to be reversed on the request of the Scheme Owner or the Customer under the Scheme Rules of such Payment Method (a Chargeback). In case of a Chargeback on a previously Authorized Transaction, Merchant will lose the right to receive Settlement for the Transaction and if Merchant had already received Settlement for the transaction, Merchant must immediately return such received funds. Rootline is authorized to immediately debit the required sum to cover for a Chargeback from the Balance Account of  Merchant. If Chargebacks cannot be covered by the funds available in the Balance Account, Merchant is required to transfer the required funds immediately to Rootline on Rootline’s first request. The obligation to pay for Chargebacks and related costs and fees will survive the termination of the Merchant Agreement for any reason. 

   7. Excessive Chargeback Levels: Scheme Owners do not permit the occurrence of higher levels of Chargebacks on the transactions of a Merchant as these are an indication Merchant is not treating their Customers well and/or Merchant is violating the Scheme Rules in a material manner. Such increased levels of chargeback can lead to Scheme Owners or Acquirers imposing fines or additional costs, which will in such case be fully passed on by Rootline to Merchant and may also lead to Rootline being required to suspend or terminate Services with respect to the relevant Payment Method for Merchant. 

   8. Refunds: For some Payment Methods Rootline can enable Merchants to refund Customers in part or in whole for the sum they paid to the Merchant via such Payment Method (a Refund). In such cases Rootline will debit the refunded amount from the Balance Account and return it to the Customer via the Scheme Owner or Acquirer. Rootline will not prefinance the funds required to perform Refunds. Merchant must ensure it has sufficient funds in its Balance Account to cover for the Refunds it wishes to be able to perform.

   9. No refund of fees: Fees paid in relation to the original Payment Transaction are not refunded to Merchant in case it is made subject to a Refund or Chargeback. 

   10. Payment Method availability:  Payment Methods are provided by Rootline for use as part of its Payment Acquiring Services on an “as is” basis, without accepting any responsibility for their reliability, performance or credit worthiness. The availability, functionality and Scheme Rules applying to Payment Methods may change at the discretion of the Scheme Owner and/or the relevant Acquirer and as a result the functionality and/or availability of Payment Methods via the Payment Acquiring Service may change with little or no prior notice. Rootline will endeavor to keep Merchant informed of impending material changes in the availability or functionality of the Payment Methods used by Merchant via the Payment Acquiring Service. Rootline may also itself decide to suspend or terminate in whole or in part the availability of an individual Payment Method and/or to impose additional charges and/or conditions in reaction to changes imposed with respect to the Payment Method by the Scheme Owner or Acquirer and/or other changes in applicable Compliance Obligations imposed on Rootline. Rootline will endeavor to provide at least 30 days prior written notice of any change Rootline itself makes to the availability or conditions for continued availability of individual Payment Methods.  

5. PAYMENT FLOW MANAGEMENT SERVICE

   1. Balance Account: Funds received by Rootline from Scheme Owners and Acquirers for Payment Transactions successfully processed via the Payment Acquiring Services and other funds received by Rootline for the benefit of Merchant such funds Paid-in by the Merchant, or funds transferred to the Merchant via a Balance Transfer, are credited to the Balance Account of the Merchant. 

   2. Pay-outs to Merchant's Bank Account: A positive balance on the Balance Account that is higher than the then current applicable Reserve Level is available to Pay-out to the Merchant’s own external bank account. Such positive balance may also be used by Merchant to make permitted Balance Transfers as set out below. 

   3. Permitted use of the Balance Account: Only the following types of transfers to and from a Balance Account are permitted, subject to the terms and limitations as set out in these Terms and the Merchant Agreement:

      1. Pay-out or Pay-In: transferring funds between the Balance Account of the Merchant and an external account with a third party financial institution (such as an IBAN bank account) held in the name of the Merchant itself (NOT in the name of a third party, a subsidiary, holding or other party related to the Merchant); 

      2. Balance Transfer: transferring funds between the Balance Account of the Merchant and a Balance Account of: 

1. Rootline, for example to receive Settlement for successfully processed payments via the Payment Acquiring Service or to pay for applicable costs or fees to Rootline;

2. the Partner Merchant via which the Merchant is using the Services as Client Merchant, for example to pay for services of the Partner Merchant; 

3. another Client Merchant with which Merchant as a Client Merchant is interacting via the service of a Partner Merchant (for example a Client Merchant pays for a product or service received from another Client Merchant via the platform of the Partner Merchant). 

3. Third Party Pay-outs: transfers of funds from the Balance Account of a Merchant to an external account with a third party financial institution (such as an IBAN bank account) held in the name of a party that is not the Merchant are NOT permitted. 

4. Authorization to debit Balance Account: Rootline has the right at any time to debit the Balance Account or to withhold from Settlement to the Balance Account any amount due to Rootline under the Merchant Agreement including but not limited to for fees for the Services, Chargebacks, Refunds, costs, taxes and fines for which Merchant is liable. 

5. No interest: No interest will accrue over the funds held in the Balance Account. In case the EURIBOR 3 months interest rate goes below 0.5%, Rootline reserves the right to charge negative interest on amounts held in the Balance Account after giving at least 30 days prior written notice to Merchant.  

Additional terms for Client Merchant

6. Authorization Partner Merchant: Client Merchant acknowledges and agrees that it will use the Services, the Balance Account and related functionality exclusively via and in combination with the services of Partner Merchant. For this purpose Client Merchant authorizes Rootline to provide the Partner Merchant access to the Balance Account of Client Merchant and to enable Partner Merchant to initiate Transactions on behalf of Client Merchant, including Balance Transfers to and from the Balance Account of Client Merchant. Rootline may assume that any instruction to initiate Transactions for Client Merchant which Rootline receives from the Partner Merchant is given in accordance with the authorizations and instructions which Client Merchant has provided to Partner Merchant under the separate direct agreement between Client Merchant and Partner Merchant. Rootline is not responsible or liable toward Client Merchant for any act or omission by Partner Merchant expressly including any Transaction initiated by Partner Merchant on behalf of Client Merchant. 

Additional terms for Partner Merchant 

7. Authorization Client Merchant: Partner Merchant may only provide instructions to Rootline to initiate Transactions for a Client Merchant or perform other changes to the settings for the Services of Client Merchant on the Rootline Platform in accordance with the authorizations and instructions received and agreed between Client Merchant and Partner Merchant. Rootline may at any time debit the Balance Account of Partner Merchant for any amount payable by a Client Merchant which cannot be debited from the Balance Account of a Client Merchant.

8. Partner Merchant instructions: Partner Merchant will indemnify and hold Rootline harmless from any claim from a Client Merchant or any third party directly or indirectly caused by an instruction given to Rootline by Partner Merchant to initiate a Transaction on behalf of a Client Merchant and/or to change any setting on the account of the Client Merchant on the Rootline Platform with respect to the Services.  

6. RESERVE 

   1. Setting Reserve Level: Rootline will set and from time to time adjust the Reserve level for Merchant to match Rootline’s then current estimated potential financial exposure for Chargebacks, costs and fines with respect to Merchant’s use of the Services. Such setting and adjusting of the Reserve Level may occur in an automated manner and/or manually by Rootline in its reasonable discretion. Rootline will on Merchant’s request inform Merchant about the information, assumptions and calculations used to set the then current Reserve Level of Merchant. 

   2. Meeting Reserve Level: the Merchant is responsible to ensure it at all times holds in the Balance Account sufficient funds to cover the then current Reserve Level requirement. If the balance on the Balance Account at any time drops below the amount required to meet the Reserve Level, Merchant will not be permitted to execute Pay-outs, Balance Transfers or outgoing Transactions such as Refunds (other than to Rootline to cover for costs, fees, fines and Chargebacks due by Merchant to Rootline). Merchant must further in such case on Rootline’s first request Pay-in such funds to the Balance Account of Merchant as is necessary to meet the then current Reserve Level. Rootline may further in its discretion suspend Services in part or in whole to Merchant in case and for as long as Merchant does not meet the then current Reserve Level.

   3. Release of Reserve after termination: If the Merchant Agreement is terminated and/or the Merchant stops using the services, Rootline will reduce the Reserve Level step by step to reflect the reduction over time of the financial exposure on Rootline for the previous use of the Services and enable the balance on the Balance Account above the Reserve Level to be Paid-out to Merchant. 

   4. Responsibility for Client Merchant Reserve Level: In case a Client Merchant does not meet its then current Reserve Level requirement, it is also the responsibility of Partner Merchant to ensure the balance on the Balance Account of the Client Merchant is increased as soon as possible by Client Merchant to meet the then current Reserve Level of the Client Merchant.  

   5. Partner Merchant Reserve Level: Partner Merchant is responsible and liable for any costs, fees, Chargebacks, fines or other amounts due by a Client Merchant which cannot be paid out of the Balance Account of the Client Merchant. Rootline will separately set and from time to time adjust a Reserve Level for Partner Merchant which Partner Merchant must meet by retaining sufficient funds in its own Balance Account, to provide financial security to Rootline for its financial obligations towards Rootline including its responsibility for financial obligations of the Client Merchants. 

7. KEY MERCHANT OBLIGATIONS

   1. Compliance Requirements: The Services of Rootline are regulated financial services and enable the use of third party controlled Payment Methods and are therefore subject to:

      1. the usage regulations and restriction (the Scheme Rules) as set by the controllers of the Payment Methods (the Scheme Owners) which Rootline enables the Merchant to use (the Scheme Rules);

      2. if Rootline enables a Merchant to use a Payment method via a third party Acquirer, such Acquirer may impose additional usage conditions or restrictions on the use of the Payment Method as notified by Rootline to Merchant. 

      3. regulations and restrictions imposed by applicable laws and regulatory institutions as applicable to:

         1. the use by Merchant of the Services; and 

         2. the activities, products and services with respect to which the Merchant uses the Services (for example the laws providing legal requirements and restrictions on the services and products sold by Merchant or laws prohibiting money laundering).

      4. the obligation for Merchant to enable Rootline to comply with the laws and regulations applicable to Rootline as a financial service provider, including but not limited by strictly complying to the usage conditions and restrictions for the registration and use of Services as set out in these Terms, in the Merchant Agreement and in the additional usage restrictions and conditions as communicated from time to time via the Dashboard or in direct communications.   

The above rules, regulations, restrictions and Scheme Rules are hereafter collectively referred to as the “Compliance Requirements”. The right of Merchant to use the Services is at all times and under all circumstances subject to the full and continuing compliance by Merchant to the Compliance Requirements. Rootline may suspend or terminate the Services with immediate effect in case Rootline reasonably suspects that the continued use by Merchant of the Services is in violation of the applicable Compliance Requirements. 

2. Right to use the Service is personal to Merchant: As the party that has undergone the KYC registration and background check by Rootline, Merchant is the sole party permitted to use the Services for selling products and services in its own name. The right and ability for Merchant to use the Services under the Merchant Agreement is non-transferable, non-exclusive, for Merchant’s own business purposes, for the expressly permitted scope of use as set out in the Merchant Agreement and subject to the usage limitations set out in the Merchant Agreement and these Terms. Merchant is expressly not permitted to allow third parties to use the Services, to resell the Services or to use the Services to collect payments for the benefit of third parties. This expressly includes a prohibition to use the Services for, or allow the use by, corporate affiliates / group companies / subsidiaries / licensees / franchisees / suppliers of Merchant. If a Partner Merchant wishes to enable a party on its platform to use the Payment Acquiring Services of Rootline, then the Partner Merchant must refer the relevant party to Rootline to be signed up as a Client Merchant. 

3. General usage limitation: Merchant may not copy and use any part of the Services, expressly including any software, concept, know-how, map, data base, data element or other proprietary aspect of the Services for any other use than the agreed use of the Services by Merchant itself. Merchant must in using the Services observe the usage instructions and guidelines in the Documentation and may not use the Services in a manner interfering or disrupting the integrity of the proper functioning of the Services and the data stored thereon.

4. Only for registered products/services: Merchant may only use the Services to collect payment for the type of products and/or services for which it registered and obtained permission to use the Services. Using the Services to collect payment for other types of products and services is a material violation of the Merchant Agreement and may, in particular for Credit Card based Payment Methods, be a material violation of the Scheme Rules which can lead to fines which will be payable by Merchant. If Rootline accepts to provide its Services to process payments for a product or service, this is at all times done under the warranty from the Merchant to Rootline that the Merchant will only offer and provide such products or services where, and in a manner in which, it is legal under applicable law to offer and provide such products and services.  

5. Prohibited Products and Services: It is expressly prohibited to use the Services of Rootline for any product service or purpose listed in Rootline’s then current Prohibited Products and Services list as published by Rootline on the Dashboard. 

6. Merchant key obligations: Merchant is required to treat Customers from which it accepts payments via the Services correctly, in accordance with applicable laws and the requirements set out in the Scheme Rules. This includes but is expressly not limited to the following obligations:

   1. Merchant is obliged to clearly mention its identity and physical address and to inform Customer of its contact details, delivery, return and refund conditions. 

   2. Merchants must clearly disclose its pricing/conditions on their website at the moment Customer will be charged, in particular when offering subscriptions or trial promotions.

   3. Merchant must retain records of its interaction with the Customer and allow Rootline and the relevant Scheme Owners access to or a copy of those records if needed to verify compliance to the Compliance Obligations.

   4. Merchant is not allowed to submit a transaction for processing that the Merchant knows or should have known to be either fraudulent or not authorized by the holder of the relevant account with the Payment Method. 

   5. Merchant is not allowed to re-submit Transactions for processing that have previously been disputed by the Customer or declined for Authorization by the Scheme Owner. 

7. Ultimate responsibility: With respect to applicable laws and Scheme Rules Rootline may share prior experiences and perceived market practices in respect of the use of the Services, but this is done expressly without accepting any liability or responsibility with respect to the regulatory or legal aspects. Rootline is not a legal advisor or law firm and the ultimate responsibility for ensuring compliance to applicable laws in using the Services is and remains at all times with Merchant.

8. HOSTING AND CONNECTING TO THE ROOTLINE PLATFORM 

   1. Hosting of the Rootline Platform: Services of Rootline include the hosting and technical management by Rootline of the Rootline Platform in a secured third party data center, physically located in the European Union and making it available for use across the public internet to the Merchant. With respect to the Rootline Platform, Rootline commits to comply with the support, security and business continuity commitments as set out in the Service Level Agreement.

   2. Rootline Platform integration: After the conclusion of a Merchant Agreement, the Rootline Platform is made available for use by Merchant via the public internet by creating a dedicated environment for the Merchant on the Rootline Platform. Merchant can subsequently access the Rootline Platform via the internet using up to date software browsers to configure its accounts and user settings and start use by connecting its systems to the APIs made available by Rootline to connect to and use the Services. The then current available integration and connection options and the related technical usage instructions, conditions and restrictions are set out in the Documentation.

   3. Service commitment: Rootline will ensure the Services are provided in a professional manner and in accordance with the commitments set out in the Service Level Agreement. Rootline does not warrant the Services will operate error free or uninterrupted but commits to address Defects in the Services in accordance with clause 10 below. 

9. PCI DSS COMPLIANCE

   1. Rootline PCI DSS compliance: When handling Cardholder data on behalf of the Merchant as part of the Services, Rootline is responsible for securing it in line with applicable PCI DSS requirements as imposed by Scheme Owners.

   2. Merchant PCI DSS compliance: Merchant must ensure its own compliance with PCI DSS requirements as applicable to it from time to time. The core obligation for Merchant under PCI DSS requirements is that it under no circumstance and under no condition may capture, store or transmit in any manner or form any Card Data, unless this is expressly separately agreed in writing between Rootline and Merchant. In such a case Merchant is solely responsible to ensure it holds and retains the required PCI DSS certification and to share at any time on Rootline’s first request proof of such certification. In case Merchant no longer complies to PCI DSS certification it previously shared, it will promptly notify Rootline. 

   3. Verification of PCI DSS compliance: Rootline reserves the right to periodically verify or confirm Merchant's adherence to PCI DSS standards, potentially through the completion of self-assessment questionnaires. Failure to co-operate with such verification or any suspected non-compliance to applicable PCI DSS requirements may lead to the immediate suspension of Card-related Services by Rootline until the necessary requirements are met and full compliance has been demonstrated. 

10. SUPPORT SERVICES

    1. Support Services: Merchant is entitled to receive Support Services from Rootline as specified in the Service Level Agreement for the Services and provided Merchant has paid all applicable fees for the Services when due. The procedures and applicable service levels are described in the Service Level Agreement. Material changes to procedural and technical details in the Service Level Agreement are where reasonably possible under the relevant circumstances announced by Rootline in writing and at least 60 days in advance.

    2. Support Services – general support: Support Services included in the standard fees for the Services include the following (operational details are included in the Service Level Agreement):

       1. access to the Documentation of the Services and self-help tooling (such as FAQ lists, white papers, example code for integrations by the Merchant etc.) as made available from time to time to Merchant via the Dashboard (or for Client Merchants, via the Partner Merchant); 

       2. general usage support via email and phone during business hours to answer reasonable usage related questions regarding the Services regarding aspects not covered by the Documentation and other self-help tooling made available by Rootline. (Client Merchants receive all such support from the Partner Merchant with Rootline providing second line support to Partner Merchant. Rootline does not provide any support directly to Client Merchants.); and

       3. proactive monitoring by Rootline of key performance statistics of the Services to help prevent Defects and to identify Defects occurring in the Services.

    3. Support Services – Defects: Rootline will as part of the Support Services use its reasonable efforts to address and resolve Defects in accordance with the Service Level Agreement. In case a Defect effectively blocks Merchant from accessing the Services or using material parts of the functionality of the Services, Rootline will use all reasonable efforts to provide at least a work around to allow Merchant to resume use of the (affected part of) the Services as soon as practical, which work around may require Merchant to temporarily accept to apply alternative working procedures or a reduction of minor functionality. 

    4. Merchant responsibilities for receiving support: Merchant must ensure that employees contacting Rootline to receive general support and/or to report Defects have been suitably trained to operate the Rootline Platform and have consulted the Documentation of the Services before contacting Rootline for support. When reporting a Defect Merchant must provide all relevant information and cooperation to Rootline to enable Rootline to identify and reproduce the Defect. Resolving Defects or other issues caused by failures to follow usage instructions set out in the Documentation, by uploaded materials not compliant with the related technical requirements or with respect to restoring Merchant data are not part of standard Support Services, and assistance with respect thereto may be separately charged by Rootline as Professional Service to Merchant.

    5. Support updates: As part of Support Services, Rootline may install updates to the Rootline Platform. Their implementation may temporarily affect availability of the Services for use by Merchant. Rootline will announce and perform updates in accordance with the procedures set out in the Service Level Agreement. In case Merchant co-operation is needed to install an update or to activate an updated version of a certain feature, Rootline may refuse to address Defects if Merchant does not enable the installation of an update that would prevent or resolve such Defect. Rootline is also entitled and may be legally required to suspend part or all Services in case Merchant does not enable an update that is implemented by Rootline to meet or promote compliance to Compliance Requirements. 

    6. Quality commitment Support Services: Rootline will provide Support Services in a professional and diligent manner and commits to use its reasonable efforts to address and resolve Defects in the Services for which the Support Services are provided in accordance with the applicable Service Level Agreement. Rootline expressly does not warrant it will be able to resolve all Defects or that the Services will operate without Defect and/or uninterrupted. Resolution of a Defect in the Services may require the cooperation of Merchant and may require Merchant to temporarily accept minor other shortcomings or the installing of an update or to switch its technical connections to an updated interface on the Rootline Platform. Rootline cannot warrant the uninterrupted availability or accuracy of third party services (such as the systems of Scheme Owners) which are made available via the Services, but Rootline will (at no additional charge) and as part of standard Support Services seek to address and resolve or provide a work around for any issue in the availability or accuracy of such third party services. 

11. GENERAL USAGE TERMS ROOTLINE SERVICES

    1. Test/ beta/ evaluation license: Any right to use Services granted on a ‘test’/ ‘beta’/ ‘acceptance’/ ‘training’/ ‘demo’ basis (or similar indication that Services are not intended for full commercial use), shall be used by Merchant for the sole purpose of evaluation or testing of the Services and may only be used for ‘live’ transactions with Customers if this is expressly authorized by Rootline. Such Services are provided without warranty on an “as is” basis and without entitlement to any Support Services (except as may be expressly otherwise agreed in the Merchant Agreement) and may be revoked by Rootline at any time for any reason.

12. PROFESSIONAL SERVICES

    1. Professional Services: All forms of services provided by Rootline (other than the Payment Acquiring Services and the Payment Flow Management Services and related standard Support Services) such as general advisory services, work on Modifications, training, assistance in implementing and customizing the Services for Merchant, assisting in uploading and tailoring Merchant Data for use with Services, are Professional Services which are not included in the fees for the Payment Acquiring Services and the Payment Flow Management Services and are separately chargeable to Merchant.

    2. Not a core service: Rootline strives to provide all Services as much as possible in a standardized manner to all its Merchants to help ensure cost efficiency, enable effective assurance of compliance with Compliance Requirements and to enable a quick evolution over time of the Rootline Platform. Therefore, Professional Services and in particular the creation of Modifications is in principle only performed on an exceptional basis. Rootline is not required to provide any Professional Service unless expressly and specifically otherwise agreed in writing.

    3. Modification: If Rootline agrees to make a Modification on request of a Merchant which includes changes to the Rootline Platform, then such Modification will be implemented by Rootline in generally distributed standard updates of the Rootline Platform for all its users. Rootline decides in which update of the Services the Modification will be included, which may not be the first update released by Rootline after the Modification is agreed to be developed for Merchant. The update of the Services containing the enhancement is also covered by the Support Services under the same terms. Merchant will not acquire any Intellectual Property Rights or rights to exclusivity in any Services, any Documentation or any Modification developed by Rootline or a third party engaged by Rootline, including those paid for, suggested or requested to be developed by Merchant as a Professional Service or otherwise.

    4. Terms and dates: All delivery dates and other periods stated or agreed by Rootline for Professional Services are based on data known to Rootline when it agreed or communicated such dates or periods and may be subject to change. Rootline will use its reasonable efforts to observe agreed delivery dates and other periods as much as possible, subject to the Merchant’s timely performance of its obligations, and will give notice to Merchant in case any specifically communicated period or date is expected to change. 

    5. Fees for Professional Services: Unless expressly otherwise agreed, Professional Services are charged on a time and material basis against the standard hourly rates of Rootline or such hourly rates as may be agreed in the relevant Merchant Agreement. Communicated budgets for performing certain activities are (unless expressly otherwise agreed) non-binding estimates and not fixed prices. Rootline will only with the prior written consent from Merchant spend time beyond an agreed budget. Agreed fixed prices for Professional Services for certain specific activities are subject to the assumptions and conditions set out in the Merchant Agreement and on the general assumption Merchant provided correct, up to date and complete information for Rootline to base its fixed price offer on and will fully cooperate as per clause 12.6 below. For Professional Services on a fixed price basis related to designing, tailoring look and feel, house style, aligning to Merchant policies or other elements subject to the subjective approval by Merchant, one correction round is included in such fixed price. Additional iterations to fine tune such aspects of the relevant deliverables are not included in the fixed price and may be separately charged by Rootline.

    6. Merchant cooperation: The Merchant shall furnish Rootline in a timely manner with all information and cooperation which is reasonably requested by Rootline to execute its obligations. Merchant will ensure any Merchant Data provided for inclusion in the Services complies with the relevant technical standards as specified by Rootline. Where the Professional Services are provided with respect to integrating / connecting the Services with third party services which are provided by third parties under a direct agreement between Merchant and the relevant third party providers, then Merchant is responsible to ensure the timely and correct cooperation by such third party provider to enable Rootline to perform the Professional Services and subsequently deliver the Services. With respect to Modifications performed by Rootline, business specific functionality and configurations are implemented under the responsibility of Merchant and on the basis of its input and its active collaboration with Rootline in establishing what is required for the effective support of Merchant’s business requirements. Any co-operation by Rootline in implementing Merchant specific setups or supporting Merchant’s specific business are never intended to be and should NOT be taken by Merchant to be any form of legal, fiscal or business advice with respect to the activities, business, services or products of the Merchant.  

    7. Quality commitment Professional Services: Rootline will provide Professional Services in a professional and diligent manner. In case deliverables created as the result of Professional Services contain manifest errors or shortcomings caused by a failure by Rootline to perform the Professional Services to the standard set out in this clause, and Merchant reports this to Rootline within 90 days after the delivery of the relevant deliverable, Rootline will as sole remedy and without additional charge use its reasonable efforts to correct such error or shortcoming or alternatively offer Merchant a proportional reduction in the fees charged for the relevant Professional Services. 

13. DATA PROTECTION (PRIVACY) COMMITMENTS 

    1. Commitment to comply to privacy laws: Each party will ensure compliance of its activities to the applicable privacy laws in using respectively providing the Services. Merchant will at all times ensure compliance with applicable data protection laws when using the Services and when instructing Rootline in providing the Services to Merchant or sending personal data to Rootline for processing. In particular it will ensure it has the prior consent of each Customer to share the personal data of such Customer with Rootline in order for Rootline to process a Payment Transaction between Customer and Merchant. 

    2. Data Processing Agreement: More detailed arrangements as applicable to the processing of personal data incidental to the provision of the Services by Rootline to Merchant are documented in the then current Data Processing Agreement as published on the Dashboard for Partner Merchant and on the website of Rootline for Client Merchants. 

    3. Security commitment: Rootline will secure the Services and data processed via the Services with appropriate technical and procedural measures as further identified in the Data Processing Agreement. 

14. PRICE AND PAYMENT

    1. Taxes and costs: All prices of Rootline are, unless explicitly otherwise agreed, exclusive of turnover tax (VAT) and other taxes, levies or duties imposed by governmental authorities. Pricing of Services is excluding applicable transportation, travel and accommodation costs. These costs will be charged separately as incurred to provide the agreed Services unless explicitly otherwise agreed in the relevant Merchant Agreement.

    2. Services fees: The fees payable are as set out in the Merchant Agreement and for price elements not specifically agreed in the Merchant Agreement, as set out in the then current Rootline price list. For Client Merchant the fees applicable to the Services are as separately agreed between Client Merchant and the Partner Merchant. 

    3. Payment Terms and Invoicing: Rootline will provide monthly invoices in arears that provide an overview of the fees and other costs payable for the prior month. The invoice specifies the amounts already deducted from Settlement, the remaining balance due or credited to the Merchant and relevant taxes. The remaining balance is credited to or debited from the Balance Account. If the Balance Account holds insufficient funds to cover any amount due to Rootline, Merchant must on first request credit the Balance Account via Pay-in with sufficient funds to cover the invoiced amount due by the Merchant. For paying regular fees a payment term of 30 days applies. For crediting funds to the Balance Account to cover Chargebacks, Refunds, fines or other costs and/or to ensure the Balance Account meets the then current Reserve Level, Merchant must on first request within 3 Business Days transfer the required sum to the Balance Account.  The Merchant may not set off counterclaims or suspend invoice payments. The invoice will be issued in Euro (EUR) unless otherwise agreed in writing. The invoices will either be sent to an email address and/or become available in the Dashboard.

    4. Late payment consequences: In case of late payment, Rootline can charge the Merchant the applicable Dutch statutory interest rate for trade agreements to the outstanding amount. Rootline may further suspend Services until full payment is received. If after the Merchant has been given written notice of non-payment by Rootline, the Merchant persists in not paying the outstanding amount due, Rootline shall be entitled to engage third parties in obtaining payment from the Merchant and charge the related costs to the Merchant.

    5. Pricing: For Services, the pricing in the Merchant Agreement is valid for the initial term of the Merchant Agreement, provided that Rootline may once per year increase the fees in accordance with the rise of the CPI (consumer price index as published by the Dutch Central Bureau of Statistics) over the past calendar year by giving 30 days prior written notice. In case of renewal of the Merchant Agreement, the then current standard prices for the Services or the prices as notified by Rootline to the Merchant in writing at least 30 days prior to the next renewal will be applicable to the Services as of the date of renewal. Rootline may further change the pricing of the Services during the term of a Merchant Agreement in case the applicable pricing as charged by a third party to Rootline for enabling the use of a Payment Method is increased. Merchant may in case of such interim price increase early terminate its use of the relevant Payment Method per the date such price change takes effect.

    6. Fx: Transactions may be processed, settled and paid out in different currencies as the currency in which the transaction was initiated. If currency conversion is required to process a Transaction or requested by Merchant, Rootline will apply its then current exchange rates. The applicable exchange rates used are as published on the Dashboard or as separately notified to Merchant.  

15. LIMITATION OF LIABILITY

    1. Liability limit direct damage: The total liability of Rootline under any Merchant Agreement for breach of contract, tort or under any other legal theory in any calendar year is limited to an amount equal to 50% of the total Processing Fees actually paid by Merchant to Rootline during the previous full calendar year under the relevant Merchant Agreement (or if no Services were provided in the previous calendar year to Merchant under the Merchant Agreement, 50% of the Processing Fees paid in the initial 12 months of the term of the relevant Merchant Agreement).

    2. Exclusion liability indirect damage: Rootline shall not be liable towards Merchant or towards third parties for any consequential or incidental damage, damage to data, lost turnover, lost profits, lost savings or damage to good name, whether such damages arise under a tort, contract or other claim, even if Rootline has been informed of the possibility of such damages. 

    3. No limitation: The limitations mentioned in the preceding paragraphs of this clause shall not apply if and insofar as the damage or injury are the direct result of intentional misconduct or gross negligence of Rootline. 

    4. Employees and subcontractors: The provisions in this clause shall also apply for the benefit of the employees of Rootline and of the subcontractors and licensors utilized by Rootline in executing its obligations toward the Merchant.

    5. Third party claims: The Merchant will indemnify and hold Rootline harmless from any third-party claims and related reasonable legal costs caused by or related to Merchant’s use of the Services. Partner Merchant will indemnify and hold Rootline harmless from any claim of any Client Merchant related to the use of the Services by Client Merchant via Partner Merchant except if and to the extent such claim is solely caused intentionally by Rootline or caused by the gross negligence of Rootline. Rootline will indemnify Merchant from any third party claims and related reasonable legal costs caused by the Services infringing any third party intellectual property rights, in accordance with clause 18 below. 

16. TERMINATION 

    1. Term and renewal of Services: The right for Merchant to use the Services is granted for the relevant term as set out in the Merchant Agreement. If no initial term is specified in the Merchant Agreement, the initial term is one year starting on the effective date of the Merchant Agreement, after which the subscription is automatically renewed for an indefinite period until either party gives at least 60 days prior written notice of its desire to terminate the Merchant Agreement. The Merchant Agreement between Client Merchant and Rootline will further automatically terminate per the date the Merchant Agreement between Rootline and the Partner Merchant terminates. 

    2. Termination rights, both parties: A party may terminate a Merchant Agreement by giving written notice to the other party in the following circumstances:

       1. if the other party violates a material obligation under the Merchant Agreement and does not remedy such violation within a reasonable period of at least 30 days set by the other party in a written notice of default sent by registered mail to the defaulting party; or

       2. if the other party is declared bankrupt or a receiver is appointed to administer its assets or otherwise becomes unable to satisfy its debts when due.

    3. Suspension and termination rights Rootline: Rootline may further with immediate effect suspend or terminate the Services in part or in whole in case: 

       1. Merchant breaches the Compliance Requirements, 

       2. Continued provision of the Services by Rootline to Merchant causes Rootline to breach applicable laws or Scheme Rules, or

       3. On the express instruction from the relevant Scheme Owner or Acquirer to suspend or terminate the relevant Services with respect to their Payment Method. 

    4. Services Discontinuation: Rootline may early terminate the Merchant Agreement in part or in whole in case Rootline decides to end support for the relevant type or version of Services for all its customers. Rootline will in such case use its reasonable effort to provide at least 6 months prior notice of such termination. Rootline will in such case refund any prepaid fees for the Services for the period after the date of actual termination of the Services. Where possible Rootline will offer a migration path for Merchant to alternative Services replacing the terminated Services which Merchant will be free to accept or reject. 

    5. Consequences of termination: Upon termination or expiration (for whatever reason) of the Merchant Agreement all amounts owed under such Merchant Agreement shall immediately become fully due to be paid, including for fixed recurring and/or minimum committed Services fees that would have become due for the remainder of the agreed initial term of the Merchant Agreement. No refunds are provided for prepaid amounts for Services, except in case the Merchant Agreement was justly terminated by the Merchant for an uncured default of Rootline or where Rootline early terminates pre-paid Services as per clause 16.4 above. 

    6. Return of Merchant Data: Rootline will upon termination of the Services for up to 30 days after such termination allow Merchant to download from the Rootline Platform any copies of Merchant Data available for download or otherwise provide such data on an electronic data carrier in an open, structured data format.

17. IP RIGHTS

    1. Ownership Services: All intellectual property rights in or related to the Services, including all its components such as the underlying software, the data made available via the Services, the embedded knowhow, images, texts, process flows and algorithms, and any Modifications to the Services (including those suggested or requested to be made by Merchant, but excluding any Merchant Data) are and will remain to be fully and wholly owned by Rootline and its licensors. 

    2. Ownership Merchant Data: All data which Merchant uploads in the Services or sends to the Services or gathers from its relations via the Services, expressly including, but not limited to messages texts, Merchant logos, Merchant house style elements, Merchant data points uploaded to the Services, are considered “Merchant Data” and are and will remain to be fully and wholly owned by Merchant and its licensors. Rootline will not use the Merchant Data for any other purpose than to provide the Services to Merchant, to manage, maintain and improve the Services, to prevent fraud or other illegal activities via the Rootline Platform and to comply with applicable laws and Scheme Rules. 

18. IP INDEMNITY

    1. IP indemnity commitment: As far as Rootline is aware, the Services do not infringe upon any third party Intellectual Property Rights when used in accordance with the applicable terms. Rootline shall, as sole and exclusive remedy, defend the Merchant at its expense against any claim from a third party that the use of the Rootline Services by the Merchant infringes any third party's Intellectual Property Rights (IP Claim) subject to the terms of this clause 18. 

    2. Conditions for IP indemnity: Rootline shall pay all costs, damages and attorney's fees that a court finally awards as a result of an IP Claim or make all payments related to a settlement agreed by Rootline with such third party concerning the IP Claim, provided that:

       1. Such IP Claim is not in any way caused by any Merchant Data or any act or omission of Merchant;

       2. Merchant promptly notifies Rootline in writing of such IP Claim; and

       3. allows Rootline to control, and fully cooperates with Rootline in, the defense against, such IP Claim and any related settlement negotiations.

    3. Resolving infringement: If an IP Claim is made or in the reasonable opinion of Rootline is likely to be made then, at Rootline's option: 

       1. Rootline will procure a license from the holder of the relevant Intellectual Property Rights to enable the Merchant to continue to use the Services; or

       2. Rootline will replace the relevant part to the Services with a modified version thereof, which does not infringe the third party Intellectual Property Rights; or 

       3. Rootline may terminate the relevant Merchant Agreement against a proportional repayment of the fees prepaid by the Merchant for unused portions of the Services.

19. CONFIDENTIALITY

    1. Confidentiality commitment: Each party (Recipient) undertakes to the other party (the Disclosing Party) to treat as confidential all information in any medium or format (whether marked "confidential" or not) which the Recipient receives from the Disclosing Party either directly or indirectly which concerns the business, operations, software or customers of the Disclosing Party and which can reasonably be deemed to be of a confidential nature (Confidential Information). The contents and existence of this Agreement is considered Confidential Information. 

    2. Usage restriction: The Recipient may only use the Confidential Information for the purposes of performing the activities set out in this Agreement. The Recipient may only provide its employees, directors, subcontractors and professional advisers (Permitted Users) with access to the Confidential Information on a strict "need-to-know" basis for this purpose. The Recipient shall ensure that each of its Permitted Users is bound to hold all Confidential Information in confidence. Where a Permitted User is not an employee or director of the Recipient (and is not under a professional duty to protect confidentiality) the Recipient shall ensure that the Permitted User shall enter into a written confidentiality undertaking with the Recipient on substantially equivalent terms to this clause.

    3. Exclusions: This clause 19, shall not apply to any information which:

       1. is in or subsequently enters the public domain other than as a result of a breach of this clause 19;

       2. has been or is subsequently received by the Recipient from a third party which is under no confidentiality obligation in respect of that information; or

       3. is required to be disclosed to any competent governmental or regulatory authority.

20. MISCELLANEOUS

    1. These terms: These terms and conditions (the Terms) apply to all Services of Rootline, all Offers of Rootline and all Merchant Agreements entered into by Rootline with the Merchant with respect to the supply of Services by Rootline.

    2. Offers: Merchant may accept Offers issued by Rootline by signing them and sending these to Rootline or by accepting them online (if the Merchant Agreement is offered online such as on websites, in app-stores or in apps). Offers expire if not accepted by Merchant within 30 days of the date they were provided, unless another validity term is expressly included in the Offer. Offers made by Rootline online may be revoked without notice. Apparent typos and errors in Offers do not bind Rootline and Rootline may reject or terminate Merchant Agreements based on Offers containing such apparent errors. 

    3. Changes to the terms and conditions: Rootline may revise these Terms from time to time by giving at least 30 days written notice to the Merchant via email or via a notification in the Dashboard and/or the website of Rootline. If 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 Rootline within 30 days after receiving notice of the change. If Rootline receives such notice, Rootline will contact Merchant to discuss the objections of the Merchant. If Merchant continues to refuse to accept the change and Rootline refuses to withdraw the announced change, Merchant may terminate the Merchant Agreement by giving at least one month written notice to Rootline (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 Rootline 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 Rootline as is needed to comply with the relevant requirement.

    4. Rejection of third party purchasing terms: The applicability of the Merchant's purchasing or other general terms and conditions is expressly rejected. If the Merchant accepts an Offer or requested an offer with reference to additional or deviating terms or conditions of Merchant (such as purchasing terms of the Merchant), then such deviating or additional terms shall not apply between the parties unless these are explicitly accepted in a written statement issued and signed by an authorized representative of Rootline. In any case the terms of the Offer itself, including these general terms and conditions, shall take precedence over any deviating terms and conditions of the Merchant. 

    5. Use of Merchant name: Rootline may use the name and standard logo of Merchant to refer to Merchant as a customer of Rootline on its website and in its sales materials and in other publications. Rootline must ask prior written approval from Merchant for any other use of its name, logo and information other than is necessary to provide the agreed Services. 

    6. Non-poaching of employees: neither party will during the term of a Merchant Agreement and up to a year after the end of such term directly or indirectly employ, hire or procure services from any employee or freelancer hired by the other party which was during the term of such Merchant Agreement involved for the other party in providing the Services or using the Services. Violation of this clause will entitle the other party to claim as liquidated damages the higher of 50.000 euro or a year’s salary (or other yearly total compensation) of the relevant individual, without limiting the right to claim specific performance.

    7. Applicable law: These terms and conditions and all agreements to which they apply shall be governed by the laws of the Netherlands. 

    8. Dispute resolution: All disputes arising in connection with these terms or any agreement they are applicable to, shall be submitted to the exclusive jurisdiction of the competent courts of Amsterdam, the Netherlands.

    9. Settlement commitment: No legal proceedings shall be started, except if for immediate injunctive relief, until after the party which wishes to start such legal proceedings has in good faith attempted to settle the dispute out of court.