In the Merchant Agreement, and the Terms & Conditions, the following definitions shall apply:
API: An Application [ME1] Interface consisting of a direct secured internet connection between the Merchants site or system and the Cloudprinter.com environment via which Payment Details, signals, and data are sent.
Business Day: A day other than a Saturday or Sunday on which banks are open for business in the Netherlands.
Cloudprinter.com: 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.com for the use of Cloudprinter.com API/apps.
Customer Area: The secured Interface on Cloudprinter.com's website where Merchants can review and operate their Print Orders, profile, and settings; find usage instructions, information regarding the Print Services, etc.
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.com from funds to be settled to the Merchant by the Merchant on Cloudprinter.com’s request as security for fees due to Cloudprinter.
E-Commerce Transaction: A Transaction by an account holder (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 here (or a similar future replacement website as may be used by Eurostat).
Merchant: The company’s brand or website that enters a Merchant Agreement with Cloudprinter.com.
Merchant Agreement: The agreement between Cloudprinter.com and the Merchant that protects the provision of the Services to Merchant.
MSC / Merchant: The fee that Cloudprinter.com charges per Transaction for the use of its 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 and fulfillment cost of the provided print job from the customer to Cloudprinter.com.
Printing Orders: The processing and production of the orders placed via Cloudprinter.com.
Printing Product: The printing of the specific product placed in an order via Cloudprinter.com.
Printing Services: Equals above claims.
Processing Fee: The fee that Cloudprinter.com 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.com 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.com 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.com.
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, Denmark, Germany, and Ukraine.
Cloudprinter.com delivers the following specific Printing Services to the Merchant. The current technical and procedural details can be found in the related manuals in the Admin and Management console on the Cloudprinter.com website:
Merchant will use the Cloudprinter.com Core API to have its print jobs processed by Cloudprinter.com Platform. Merchant will implement order submission to the Cloudprinter.com Core API by rules and guidelines as published on the Cloudprinter.com website.
The latest overview of supported products, qualified production locations, and available shipping methods and costs can be found on the Cloudprinter.com website in the Admin and Management console. Support for each product, production, and shipping method is subject to acceptance by the relevant production site.
Such an order job may be withheld or withdrawn at 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.com website Merchant can configure order routing on key settings like performance, the nearest location to the shipping address, and print/finishing equipment. The 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.com website. Cloudprinter.com has the right to change the layout and format anytime on a 60-day notice.
Cloudprinter.com will invoice the Merchant monthly in real-time by credit card or other real-time 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 the customer and Coudprinter.com, invoicing will be weekly with a net payment term of 14 days.
Cloudprinter.com 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.com).
Cloudprinter.com shall be unilaterally entitled to raise the prices for its Services with three months prior notice. The price increases shall only become effective for the Services rendered by Cloudprinter.com starting at the end of the notice period. During the three months notice period, the Merchant may cancel the Merchant Agreement with Cloudprinter.com for which the price increase is applicable by providing written notice to Cloudprinter.com.
Cloudprinter.com shall be entitled to change its prices to adjust for inflation with a maximum measured inflation throughout the last year. Such price change may be applied by Cloudprinter.com only once a year and should be announced at least one month in advance. The termination right referred to in clause 3.2 does not apply to clause 3.3.
Cloudprinter.com shall set the Deposit Level to account for and cover for the potential indebtedness of Merchant for fees payable from Merchant to Cloudprinter.com. The sum is based on Cloudprinter.com's reasonably assessed estimates of the Order Amount and other potential liabilities.
Cloudprinter.com has the right to adjust the Deposit Level at its discretion from time to time to bring it in line with its then-current estimates. Upon Merchant's first request, Cloudprinter.com will inform the Merchant of the information, estimations, assumptions, and calculations used by Cloudprinter.com to establish the current Deposit Level for that time.
The initial Deposit Level will be set by Cloudprinter.com based on the information provided by the Merchant regarding the 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 starting using the Services for commercial (non-testing) purposes.
If at any point in time the Deposit drops below the current Deposit level, Cloudprinter.com may require Merchant to immediately transfer such funds to the account of Cloudprinter.com as necessary to bring the Deposit in line with the relevant Deposit Level.
After termination of the Merchant Agreement or after processing of Transactions is stopped, the Deposit shall be released by Cloudprinter.com.
The invoice has to be paid within 14 days after the relevant invoice has been issued.
The Merchant is not allowed to calculate discounts on payments that are due to Cloudprinter.com. Any set-off of the payments that are due by the Merchant is not allowed. The Merchant is not entitled to suspend the payment of invoices that have been or will be performed in accordance with the Order.
Complaints concerning invoices of Cloudprinter.com do not suspend payment obligations of the Merchant. In case of complaints about invoices of Cloudprinter.com, the Parties will consult each other in order to find a solution.
Interest shall accrue on any unpaid amounts owed by the Merchant to Cloudprinter.com at the rate of 1% per month.
All fees of Cloudprinter.com 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 upon and confirmed by the risk audit department of Cloudprinter.com, all print and fulfillment orders will be processed when an authorization signal from the payment provider used by Cloudprinter.com is received.
The following is only applicable for Merchants with whom Cloudprinter.com expressly agreed to provide a Realtime Payment 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.
If 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 relevant PCI-DSS rules and on Cloudprinter.com's first request provide the valid certification of its compliance. If the Merchant cannot prove compliance with the PCI-DSS rules or its certification/compliance becomes invalid, Merchant should notify Cloudprinter.com immediately.
Cloudprinter.com has the right to immediately suspend Transaction processing for Merchant in case Cloudprinter.com has any indication that Merchant is not compliant with the PCI-DSS standards. Merchant shall fully indemnify and hold Cloudprinter.com harmless from any losses, claims (including applied Fines by the Scheme Owners), costs, or damage Cloudprinter.com incurs as a result of Merchant's breach of this obligation.
It is the responsibility of the Merchant to comply with the relevant instructions and installation manuals issued by Cloudprinter.com, including updates issued from time to time to Merchant via the Customer Interface. Cloudprinter.com is not obliged to provide notification of software and interface changes that would not impact Merchant's use of the Services.
Cloudprinter.com strongly advises using "defensive programming" when integrating with the Cloudprinter.com Services. This implies for example that automated decisions programmed into the systems of Merchant should apply non-delivery of products and services by default. E.g. program your systems only to deliver products or services after receiving an express authorization of the payment requested; don't program your system to deliver in case no explicit rejection is received.
Cloudprinter.com reserves the right to change or amend its Software and interface at any time to provide the Merchant with a new version and/or to change the functionalities and characteristics of the Software.
Cloudprinter.com will announce changes to the API Interface for the Merchant at least 3 months in advance to allow Merchant to prepare for any impact Cloudprinter.com endeavors may have. 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.com.
Regular support is available by email, web, or telephone 24/7. Supported helpdesk languages are English, German, and Dutch. Support documentation is available in English. The support website contains a knowledge base, where you can find answers to your questions.
Cloudprinter.com commits to use all commercially reasonable efforts to achieve an average minimum uptime of 99% (measured quarterly) per calendar year. To receive Printing Orders, excluding from uptime calculation downtime 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.com of any downtime of the core API they experience and provide all reasonably requested cooperation in investigating and resolving it.
Cloudprinter.com uses all reasonable efforts to avoid having to take the core API offline for executing planned maintenance. Should under exceptional circumstances such maintenance nevertheless prove necessary, Cloudprinter.com will provide as much notice as possible and choose the most suitable date and time to minimize the potential number of affected Printing Orders.
Should under emergencies (e.g. in case of a force majeure event) unplanned maintenance be necessary, core API will be taken offline. Cloudprinter.com will use all available resources to keep the required downtime to a minimum.
Cloudprinter.com takes all reasonable measures to ensure the security of the system.
Planned maintenance to the back office of Cloudprinter.com's payment processing system (the Customer Area) will happen in the Standard weekly maintenance time — 07:00 - 07:15 CET on Tuesdays.
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.
Fees charged for executing the original Transaction will not be refunded in part or to the full extent to the Merchant if the Transaction is in any way refunded, refused, or canceled.
The property rights in the Software, other materials, and all intellectual property rights related to the Cloudprinter.com Services are owned by Cloudprinter.com 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.com.
It can be made solely for the purpose of using the Services in accordance with these terms and the applicable usage instructions communicated to Merchant via the Cloudprinter.com website.
All information relating to the Merchant or Cloudprinter.com and designated as being confidential, and all information not expressly designated as confidential but which should reasonably be deemed confidential because 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.com on its Services (including Communications from Cloudprinter.com's support functions) are confidential information.
Each party agrees to take all necessary steps to protect the confidential nature of all private information of the other party, in particular:
The obligation to maintain confidentiality does not apply to information:
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:
When Cloudprinter.com processes personal data while performing the Services, they will act as a data processor under the direction and responsibility of the Merchant.
Merchant will comply with the personal data protection laws relevant for the Merchant's country of origin and those countries in which the Merchant offers goods and/or services. In particular, it concerns processing and sending personal data to Cloudprinter.com in the context of using the Services and submitting transactions.
Both Cloudprinter.com 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.com has the right to terminate the Merchant Agreement and/or stop processing for Merchant immediately partially or fully if:
Cloudprinter.com shall only be liable for its own acts or omissions and not for acts or omissions of third parties. This expressly excludes the liability of Cloudprinter.com for acts or omissions for events or activities originating outside the systems of Cloudprinter.com (such as internet disturbances or malfunctions in third-party systems), except cases when such events were caused by the intent or gross negligence of Cloudprinter.com.
The total liability of Cloudprinter.com 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.com 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.com shall not be liable for breach of contract, tort, or under any other legal circumstances for any loss of profit, business, contracts, revenues, anticipated savings, damage to good name; or for any special indirect or consequential damages.
Neither Cloudprinter.com 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.com harmless from any claim (including legal fees) brought against Cloudprinter.com by any third party as a result of Merchants' breach of the terms of the Merchant Agreement, applicable laws that concern the activities (products or services) of the Merchant.
Cloudprinter.com shall be entitled, at any time, to assign, novate or otherwise transfer the Merchant Agreement to another company in the Cloudprinter.com group, i.e., a company with at least 50% of the same shareholders, without the prior consent of the Merchant by providing written notice to the Merchant about such transfer.
If any provision in the Merchant Agreement (including the Cloudprinter.com Terms and Conditions) is declared null and void or inapplicable, the mentioned provision shall be deemed non-existent, and all other provisions of the Merchant Agreement (including the Cloudprinter.com Terms and Conditions) shall remain applicable.
The parties agree to follow all steps to eliminate the provision declared null and void and/or inapplicable. Otherwise, they will replace 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 safe 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.com on the Cloudprinter.com client list on its website and in its sales materials. Cloudprinter.com shall be entitled to use the discussed list freely in its commercial efforts. Any other use of Merchant's name, logo, or information shall only occur with Merchant's prior written approval which Merchant may withhold at its discretion.
The Merchant may refer to Cloudprinter.com as its payment service provider on its website in the section "frequently asked questions," or in a similar informational section on its website, explaining that this is the reason why the name Cloudprinter.com may appear on bank statements of the customer.
The Merchant may also include a link to the Cloudprinter.com website. The Merchant may not mention Cloudprinter.com on the home page of its website in any situation. The Merchant must in each case also clearly state that customers of Merchant should not contact Cloudprinter.com for support or questions regarding payments processed by Cloudprinter.com for Merchant.
The Merchant may not use the logo of Cloudprinter.com anywhere on its website without the prior written approval of Cloudprinter.com, which Cloudprinter.com may refuse or withdraw at its discretion.
Cloudprinter.com may revise the Cloudprinter.com Terms and Conditions from time to time by giving at least 30 days written notice to the Merchant via email or via notice in the Customer Area. 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 Cloudprinter.com within 30 days after receiving notice of the change.
If Cloudprinter.com receives such notice, Cloudprinter.com will contact Merchant to discuss the objections of the Merchant, If the Merchant continues to refuse to accept the change and Cloudprinter.com refuses to withdraw the announced change, Merchant may terminate the Merchant Agreement by giving at least one month written notice to Cloudprinter.com (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.com 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.com as is needed to comply with the relevant requirement.
The applicability of Merchants purchasing or other general terms and conditions is expressly rejected. If the Merchant accepts a proposal made by Cloudprinter.com (including a proposed Merchant Agreement) by issuing a separate written statement — for example, a purchase order which refers to the proposal and/or the Merchant Agreement.
Then, additional or deviating terms or conditions contained in or referred to in such separate documents shall not apply between the parties unless such deviating terms are explicitly accepted in a written statement issued and signed by a Cloudprinter.com board member.
In any case, the terms of the Merchant Agreement as proposed by Cloudprinter.com, including the Cloudprinter.com Terms and Conditions shall take precedence over any terms and conditions contained or referred to in any such acceptance document from Merchant.
In case Merchant has concluded the Merchant Agreement with Cloudprinter.com via Cloudprinter.com's website or via any other online means, Cloudprinter.com may at any time request that Merchant re-confirms its acceptance of the terms of the Merchant Agreement (including these Cloudprinter.com Terms and Conditions) by means of a written document signed by an authorized representative of the Merchant.
If Merchant does not comply with such request within 5 working days after receiving it from Cloudprinter.com (request may be issued to Merchant via the contact email address submitted by Merchant when concluding the Merchant Agreement), Cloudprinter.com reserves the right to suspend part or all of the Services until Merchant complies with such request.
The parties undertake to follow 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 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.