Terms and conditions
Article I. Definitions
In the Merchant Agreement and these Terms & Conditions, the following definitions shall apply:
|Account Holder / Customer / Payer||Any person or organization authorized by the Processor to use a Payment Method issued to him or holds an account with the Processor.|
|API||Application Programming Interface consisting of a direct secured internet connection between the Merchant's website and the Sentoo environment via which Transaction Details are sent.|
|Authorization||The process whereby an Account Holder requests permission for a Payment Method to be used for a particular purchase of Merchant's Service or Product. The chosen Processor performs the Authorization. "Authorized" shall have the corresponding meaning.|
|Bank Account||The bank account(s) held by a Merchant to which the Processors will transfer the funds for Transactions validly processed for the Merchant.|
|Business Day||A day other than a Saturday or Sunday on which banks are open for business in Curaçao.|
|Card||Any form of Credit Card or Debit Card, which a Cardholder may use to carry out a Transaction on a Cardholder's account.|
|Chargeback||A Transaction which is successfully charged back on request of the Account Holder or the Issuer according to the relevant Processor Rules resulting in a cancellation of a Transaction in respect of which a Merchant has been paid or was due to be paid. Chargebacks are settled between Processor and Merchant and are outside the scope of the Sentoo Service.|
|Chargeback Fee||The fee charged by the Processor to the Merchant in respect to a Chargeback.|
|Credit Card||Any form of credit card, which permits or enables Transactions on a Cardholder's account.|
|Debit Card||Any form of debit card, which permits or enables Transactions on a Cardholder's account.|
|Delivery Date||The date on which the complete Merchant Product and/or Merchant Service is delivered to the Customer who paid for the corresponding Transaction.|
|E-Commerce Transaction(s)||A Transaction by an Account Holder where said Account Holder is not physically present at the point of sale at the time of the Transaction and the Payment Details are presented to the Processor by the Account Holder through secure internet communications.|
|Fine(s)||Any fine, uplifted service fee or other additional payment as imposed by the Processors to the Merchant and/or Sentoo, as a result of situations such as, but not limited to, breach of Processor Rules by the Merchant or caused by the Merchant, excessive fraud levels or excessive Chargeback levels.|
|Hosted Payment Page(s)||The Payment Interface where an Account Holder is redirected from the Merchant site to a payment page hosted by Sentoo, on which the Account Holder choses their Processor. For some credit card Processors the Account Holder enters the required Payment Details.|
|Inflation||The Curaçao Inflation as found on https://www.cbs.cw/ (or such future replacement website as may be used by Central Bureau of Statistics Curaçao).|
|Merchant||The company entering into a Merchant Agreement with Sentoo and for which Sentoo provides the Service to enable Processors to process Transactions related to the Merchant Services and Merchant Products.|
|Merchant Agreement / Agreement||The Agreement between Sentoo and the Merchant for the provision of the Services to Merchant, including these Terms and Conditions.|
|Merchant Dashboard||The secured interface on Sentoo's website where Merchants can review and operate on their Transactions, profile and settings and find usage instructions, information regarding the Services and the Processors.|
|Merchant Product / Merchant Service||A product/service which the Merchant is selling and for which Transactions are processed.|
|MSF / Merchant Service Fee(s)||The fee charged, per Transaction, by Sentoo for the Service provided by Sentoo for that Transaction. 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 MSF.|
|Order Currency||The Currency in which the Transaction is offered initially to the Account Holder.|
|Transaction Currency||The Currency in which a Transaction is presented to Sentoo through the API.|
|Payment Details / Transaction Details||The information that makes up a Transaction message that needs to be submitted to the Processor to enable the processing of the Transaction by the Processor and perform fraud checks, including details regarding the Card, the Account Holder, and relevant authentication details and the payment amount. Sentoo will not be in possession of any payment details pertaining to the Account Holder performing the payment.|
|Payment Processing Service(s)||The service provided by the Processor for authentication, authorization and payment processing, where ultimately the settlement between accounts is processed by the Processor.|
|Processing Fee||The fee that the Processor charges directly to the Merchant for each Transaction submitted for processing. This fee is separate from the MSF.|
|Processor||A financial institution that is integrated with Sentoo, or vice versa in order to provide authentication, authorization and payment processing services.|
|Refund||A (partial) reversal of a particular Transaction, whereby the funds are reimbursed to the Account Holder on the initiative or request of the Merchant. This is not a Sentoo service and will take place between Merchant and Processor.|
|RFI or Request for Information||A request from a Processor received by Sentoo for more information about a Transaction made available by Sentoo to the Merchant in electronic form.|
||The collective set of bylaws, rules, regulations, operating regulations, procedures and/or waivers issued by the Processor that may be amended or supplemented over time and with which Merchant must comply when using the relevant Processor.|
|Sentoo||Sentoo B.V. is a limited liability company registered with the Curaçao Chamber of Commerce under number 163597 and having its seat at Cybelestraat 1, Willemstad, Curaçao.|
|Service(s)||The services of Sentoo to enable the Merchant to accept payments from their Customers in exchange for the Merchant's products and/or services¬. During the Services provision, Sentoo acts only as a technical service provider for the Processor that ultimately provides the Payment Processing Service under this Agreement.|
|Software||The collective set of programs and data developed and/or operated by Sentoo as needed to provide the Service to its merchants, including the API.|
|Support Portal||The portal where through which the Merchant can contact Sentoo support. This can be done by navigating to the portal
https://support.sentoo.io, or by sending an email to email@example.com
|Terms and Conditions||The latest version of the terms and conditions of Sentoo as registered with the Curacao Commercial Register.|
|Traffic||Merchant Transactions profile, including volume, spread across Processors, geographical spread, and other relevant information.|
|Transaction(s)||An Authorization request of an Account Holder for a payment from the Account Holder to the Merchant submitted by Merchant to Processor through the Service(s) of Sentoo.|
|Working Hours||From 09:00 AST to 18:00 AST on Business Days in Curaçao, or such other hours as may be published by Sentoo on the Merchant Dashboard.|
Article II. Description of the Service
Section 2.01 Introduction
The services of Sentoo enable the Merchant to accept payments from their Customers in exchange for the Merchant's products and/or services¬. Sentoo does not accept any liability for the products and/or services purchased by using Sentoo. During the Services provision, Sentoo acts only as a technical service provider for the Processor that ultimately provides the Payment Processing Service under this Agreement.
Section 2.02 Account-to-account (A2A) transfers
Sentoo offers A2A transfers where the Processor transfers related funds directly from the Payer's bank account to the Merchant's bank account. The Processor authenticates the Payer and processes the Transaction on the Processors network. After the Payer concludes the Transaction at the Processor, Sentoo will send an updated Transaction status to the Merchant. Sentoo will never be in possession of any Payer payment information.
Merchant must be registered with the local Chamber of Commerce and must have an active business account with the Processor registered to the same legal entity as registered at the Chamber of Commerce. Merchant is obliged to adhere to the terms and conditions set forth by the Processor to use their business account.
In facilitating A2A transfers, the following general steps are involved:
- Customer selects Sentoo as a payment option during the check-out process;
- Sentoo then presents a payment screen where the Customer can choose their own bank from which they want to pay;
- The Customer logs in to their bank's secure online environment. Banks use different methods to verify the Payer. This can, for example, be done with the use of a TAN-code received via SMS, a QR code in an app or an e-dentifier;
- The Customer authorizes the payment;
- The bank processes the payment, and the payment status is updated instantly.
Section 2.03 Credit card
Sentoo offers credit card transfers through third-party credit card Processors. The Processor authenticates the Payer and processes the Transaction on the Processors network. After the Payer concludes the Transaction at the Processor, Sentoo will send an updated Transaction status to the Merchant. Sentoo will never save any Payer payment information.
Merchant must be registered with the Chamber of Commerce and must have an active business account with the Processor. Merchant is obliged to adhere to the terms and conditions set forth by the Processor to use their Payment Processing Services.
In facilitating credit card transfers, the following general steps are involved:
- Customer selects Sentoo as a payment option during the check-out process;
- Sentoo then presents a payment screen where the Customer selects credit card as their form of payment;
- Sentoo either presents a screen with the credit card fields (Hosted Payment Page) or redirects the Customer to the credit card processor;
- The Customer fills out the required fields and submits the information for processing;
- In the case of a Hosted Payment Page, Sentoo then sends the information to the credit card processor;
- The payment information is not saved or processed by Sentoo itself;
- The credit card processor processes the payment, and the payment status is updated instantly.
Section 2.04 Processor and currency support
Sentoo will support the Processors and currencies as specified in the Merchant Agreement, as long as Sentoo continues to support these in its general Processor portfolio. In case of: (i) materially different terms imposed by the relevant Processor; (ii) material mal performance by the relevant Processor (or reasonable ground for Sentoo to expect such mal performance); and/or (iii) sharply increased costs for Sentoo to offer the Processor due to new circumstances; then Sentoo may decide in its reasonable discretion to stop supporting a particular Processor or make future support conditional on the acceptance by Merchant of additional conditions or fees. Sentoo will give at least 30 days written notice of any discontinued or changed support of any Processor unless this is not reasonably possible given the cause for this decision. Sentoo will use its reasonable endeavors to offer an alternative for any discontinued Processor to the Merchant.
Merchant understands that a Processor might terminate their services, change the characteristics thereof or change the acceptance criteria under which they make them available. Consequently, Sentoo may be forced to block Merchant from further use of a Processor or impose additional restrictions or conditions on its continued use as a consequence of such decisions of the relevant Processor. Where possible, Sentoo will use its reasonable efforts to give Merchant prior notice of any such change or termination with respect to the Processor support agreed to be offered under the Merchant Agreement. Sentoo will, on request of Merchant in such case, reasonably assist Merchant in finding alternative Processor available to Merchant or manners in which to (re-)gain the approval of the Processor.
Section 2.05 Merchant obligations and restrictions
Merchant may only use the Services for payment of those Merchant Products and Services which Merchant registered for when entering into the Merchant Agreement with the Processors used by Sentoo. The acceptance by Sentoo of Merchant as customer is strictly based on acknowledging and adhering to the Processor's Prohibited and Restricted Products list.
The Merchant shall not use the Services for the payment of Merchant Products and/or Merchant Services where it is illegal to offer or provide these to or from the relevant country and/or which are stated in used Processor's Prohibited and Restricted Products and Services List.
Sentoo's acceptance of Merchant as customer should not be interpreted as an advice or opinion of Sentoo as to the legality of Merchant's Products and Services and/or of Merchant's intended use of the Services, therefore. Merchant is and remains solely responsible for ensuring the Merchant Products and Services sold are compliant with the Processor Rules and applicable laws in its country of origin and the countries its customers are based in.
The Merchants must maintain a copy of all electronic and other records related to the Transaction and the ordering and delivery of the Merchant Product and Services for 2 years subsequent to the Transaction being processed or (ii) the applicable warranty period of the delivered Merchant Product and Services. The copy of the records shall include, but not be limited to: shipping details (if relevant), invoices for the delivered Merchant Product and Services and all contacts with the Account Holder. In case of investigations by Sentoo and/or the Processors with respect to Chargebacks, suspected fraud or other RFI's from the Processors, Merchant will fully co-operate in the auditing of such records. Merchant's obligations to maintain documentation of its business according to applicable laws remain unaffected by this clause.
Article III. Invoicing & Pricing
Section 3.01 Invoicing & Payment
Sentoo will invoice the Merchant monthly for the Services rendered. Invoices provide an overview of (i) the Merchant Service Fees and other costs and fees due for the past month, calculated based on last month's Transaction volume and (ii) where relevant the remaining amount due or credited to the Merchant. The invoice currency will be in local currency for Curacao and in United States Dollar for other countries unless expressly otherwise agreed in writing. Bank charges/wire transfer costs are to be paid by the Merchant.
Payment is due upon receipt of our invoice. If an invoice continues to be unpaid, the Merchant will receive payment reminders. After the 4th payment reminder without the total outstanding amount being received by Sentoo, thirty days after expiration, the integrations with Sentoo will automatically be disabled, and we will automatically charge a penalty of 7.5% of the outstanding amount. The penalty is a finance charge for not meeting the payment obligation and does not form part of the Merchant Service Fee. Possible additional collection costs are also for the account of Merchant. To re-enable the integrations, the Merchant must request this manually through the Support Portal.
Sentoo provides electronic invoices as standard. Printed invoices or statements can be requested for subsequent invoices; Sentoo may charge additional costs.
Section 3.02 Pricing
Sentoo shall be unilaterally entitled to raise its Merchant Services Fee's, with 60 days prior notice. Said price increases shall only become effective for the Services rendered by Sentoo starting at the end of the notice period. The Merchant may, however, during the 60 days’ notice period, terminate the Merchant Agreement with Sentoo, for which the price increase is applicable by providing written notice to Sentoo at the end of the 60 days’ notice period.
For the avoidance of doubt, this clause does not apply to any communicated increase of fees charged by the Processors for the use of their Payment processing service where such fees are not included in the fees charged by Sentoo or due to changes in applicable laws.
Section 3.03 Inflation
Sentoo shall be entitled to change its prices to adjust for Inflation with a maximum of last year's published Inflation. Said price change may be applied by Sentoo only once annually and will be announced at least 30 days in advance. For an increase based on Inflation, the termination right referred to under section '3.02 Pricing' does not apply.
Section 3.04 Taxes
All Merchant Service Fee(s) invoiced by Sentoo exclude applicable sales tax (VAT, OB, ABB, etc.), turnover and other taxes or levies, which will be separately payable by Merchant where applicable to invoiced amounts or services.
Article IV. Integration
Section 4.01 API
Connections to the API are made with "REST" calls using HTTPS. Authentication is performed via a combination of a merchant id and a secret key.
Merchant shall fully indemnify and hold Sentoo harmless from any losses, claims (including applied Fines by the Processors), costs, or damage Sentoo incurs due to Merchant's breach of its obligations with the Processors.
Section 4.02 Merchant equipment and Software
The Merchant shall be solely responsible for the installation, servicing, maintenance, security and operation of the Software needed to connect to the Sentoo API and submit Transactions for processing by Sentoo. Sentoo provides installation guides and may provide software tooling to the Merchant to help enable the connection to the Sentoo API. Sentoo shall ensure its input is provided in a professional manner. Still, Merchant remains responsible for ensuring the correct implementation and use of the Services in its own systems according to the then-current installation and usage instructions and Software updates provided by Sentoo via the Merchant Dashboard.
Sentoo may also provide Merchant with software building blocks (such as software libraries) to enable Merchant to create applications. Support by Sentoo with respect to the use of such tooling and software building blocks and the applications created therewith is not included in the Services of Sentoo, and such tools are provided on an "as is" basis without any warranty.
Section 4.03 Merchant integration responsibility
It is the responsibility of the Merchant to comply with the relevant instructions and installation manuals issued by Sentoo regarding its integration into the Sentoo Services and Software, including updates issued from time to time to Merchant via the Merchant Dashboard. Sentoo is not obliged to provide notification of changes to the Software and the interfaces to it, which would not impact Merchant's use of the Services if it had correctly followed the integration instructions and other usage manuals.
Section 4.04 Defensive programming
Sentoo strongly advises using "defensive programming" when integrating with the Sentoo Services. This implies, for example, that automated decisions programmed into the systems of Merchant should default to non-delivery of products and services. E.g. program your systems only to deliver products or services after receiving an express success status of the requested Transaction and not program your system to deliver in case no explicit rejection is received.
Section 4.05 Meaning of transaction status "Success"
If a Transaction request receives the status "Success", this means the Processor has successfully processed the payment transaction and communicated that status back to Sentoo. However, this may not always be 100% certain. Payments may still be reversed by the Processor or Account Holder. The likelihood of a payment marked as "Success" being reversed or unsuccessful is minimal and is at the Processor's discretion. Therefore, always check your bank statement in order to be 100% certain.
Section 4.06 Change to Software
Sentoo reserves the right to change or amend the Software and the interface to it at any time, to provide the Merchant with a new version thereof, and/or to change the functionalities and characteristics of the Software. No changes will be implemented by Sentoo which materially reduce functionality of the Services which was explicitly committed to being provided under the Merchant Agreement, except where this is made necessary by: (i) the need to follow generally accepted changes in industry standards, (ii) changes in applicable laws, (iii) the need for increased security due to security risks identified by Sentoo and/or (iv) other reasonable grounds which warrant the reduction of functionality.
Sentoo will announce material changes to, or discontinuance of, the at that moment supported version(s) of the API for the Merchant where reasonably possible at least 12 months in advance to allow Merchant to prepare for any impact. Sentoo endeavors to minimize changes to the API. Shorter notice periods may have to be made to comply with applicable laws, changes in Processor's requirements, or the need for increased security due to security risks identified by Sentoo.
Article V. Customer support
Regular support is available during business hours by our online Support Portal. Emergency support is provided 24 hours per day by telephone. Misuse will be billed as described in the Merchant Agreement. Supported helpdesk languages are English and Dutch. Support documentation is available in English.
Article VI. Service Level Agreement
Section 6.01 Uptime commitment APIs
Sentoo commits to use all commercially reasonable efforts to achieve an average minimum uptime of 99.9% (measured quarterly) of the Sentoo APIs to receive Transaction requests. Excluded from the uptime calculation is any downtime of the Sentoo APIs caused by acts or omissions of Merchant, Processors, changes implemented on specific Merchant request, general internet failures, failures of individual Processors or force majeure. Merchant is obliged to immediately notify Sentoo of any downtime of the APIs which it experiences and to provide all reasonably requested co-operation in investigating and resolving any such downtime.
Sentoo uses all reasonable efforts to avoid having to take the APIs offline for executing planned maintenance. Should under exceptional circumstances such maintenance nevertheless proves necessary, Sentoo will provide as much notice as practically possible and schedule such maintenance in a manner and on a date and time to minimize the potential number of affected potential Transactions for all its Merchants. Should under emergencies (e.g., in case of force majeure event or terrorist attack) unplanned maintenance be necessary to the APIs necessitating it to be taken offline, Sentoo will use all available resources to keep the required downtime to the absolute minimum.
Section 6.02 Security and compliance
Sentoo takes reasonable measures to provide secured APIs and shall frequently pen- and security test its systems used to provide the Services.
Section 6.03 Backoffice maintenance
Planned maintenance to the back-office of the Merchant Dashboard will happen in the standard weekly maintenance window on Tuesdays 08:00 – 08:15 AST or at other times as determined by Sentoo and communicated to Merchant. Merchant Dashboard may be temporarily not available during planned maintenance. Back-office maintenance will only in exceptional circumstances affect the availability of the APIs for accepting Transactions.
Article VII. Chargebacks and Refunds (credit card transactions)
Chargebacks and refunds are handled between the credit card processor and Merchant directly and are governed by the contract and terms & conditions between the credit card Processor and Merchant.
Article VIII. Property Rights
The property rights in the Software and other materials and all other intellectual property rights related to the Sentoo Services are wholly owned by Sentoo. The Merchant Agreement does not transfer any intellectual property rights with respect to it. It only provides Merchant with a limited, non-exclusive and non-transferable license to use the Software and all other materials made available by Sentoo solely for the purpose of using the Services in accordance with these terms and the applicable usage instructions communicated to Merchant via the Sentoo website from time to time.
Article IX. Confidentiality
Section 9.01 Confidentiality
All information relating to the Merchant or Sentoo is designated as confidential. All information not expressly designated as confidential, but which should reasonably be deemed confidential by reason of its nature or content, is considered "Confidential Information". Each party remains the owner of all data made available to the other party. Merchant acknowledges that the terms of the Merchant Agreement and any information provided by Sentoo on its Services (including communications from Sentoo's support functions) are Confidential Information.
Each party undertakes to take all necessary steps to protect the confidential nature of all Confidential Information of the other party, agreeing, in particular:
- To share Confidential Information solely with personnel and representatives of the parties which have a need to have access to such information in order to exercise rights and obligations under the Merchant Agreement; and
- To refrain from making any Confidential Information available to any third party without the prior written consent of the other party except for Sentoo where necessary to perform the Services.
The obligation to maintain confidentiality does not apply to information:
- Available to the general public;
- Disclosed to one of the parties by a third party without any obligation of confidentiality;
- Already in the possession of or known to one of the parties at the time of disclosure;
- Developed independently of the Confidential Information by the other party; or
- If and to the extent to one of the parties and/or their employees are obliged under an act or by decision of a court or administrative authority to disclose such 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:
- All financial data;
- Any agreed Merchant specific terms and conditions in the Merchant Agreement, if applicable; and
- All user manuals, guides and any Software relating to Sentoo's products and services.
Article X. Duration and Termination
Section 10.01 Duration
Except where explicitly agreed otherwise in the Merchant Agreement, the Merchant Agreement is entered into for an indefinite period until either party terminates it by giving at least 60 days written notice to the other party.
Section 10.02 Termination
Merchant has the right to terminate the Merchant Agreement immediately if:
- The Service availability in any given calendar month is less than 90%; and/or
- The above stated Service Level Agreement commitments are not met during two consecutive quarters.
Sentoo has the right to terminate the Merchant Agreement and/or stop accepting Transactions for Merchant immediately in part or in whole if:
- The provision of Merchant's Services/Products is reasonably suspected by Sentoo to be in breach with legislation in the country where the Merchant Services/Products are offered from or to;
- Merchant has materially changed the type of Merchant Services or Merchant Products without obtaining Sentoo's prior written permission to use the Services for the new or changed types of Merchant Services or Merchant Products;
- Merchant materially breaches any of the terms of the Merchant Agreement, the Scheme Rules and/or applicable laws in the context of using the Services;
- A Processor demands Sentoo to terminate or suspend providing Services to Merchant with respect to Payment Processing Services made available by such Processor to Merchant; or
- Sentoo finds there are clear indications that Merchant is, or is likely to become insolvent and/or unable to provide a material part of the Merchant's Products and/or Services.
Article XI. Liability
Section 11.01 No liability for bank processors and credit card processors
Sentoo can only be held liable for its own acts or omissions and not for acts or omissions of third parties, including Processors. This exclusion expressly applies to acts or omissions of bank processors and credit card processors or for events or activities originating outside the systems of Sentoo (such as internet disturbances or malfunctions in third party systems), except in case such events were caused by the intent or gross negligence of Sentoo.
Section 11.02 Limitation of liability
The total liability of Sentoo 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 Sentoo during the previous full calendar year with a maximum of USD 25,000.00.
Sentoo shall not be liable for breach of contract, tort or under any other legal theory for any loss of profit, business, contracts, revenues or anticipated savings, or damage to good name; or for any special, indirect, or consequential damages.
Neither Sentoo 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.
Article XII. Indemnification and Fines
Merchant shall indemnify and hold Sentoo harmless from any claim (including legal fees) brought against Sentoo by any third party (expressly including Processors and their claims for payments of Fines) as a result of Merchant's breach of the terms of the Merchant Agreement, applicable laws and/or the Processor Rules applying to the services used by Merchant.
Sentoo shall indemnify and hold Merchant harmless in the event that any claim is brought against Merchant by any third party asserting that this third party is the owner of any rights regarding the Software and/or systems of Sentoo.
Article XIII. General Provisions
Section 13.01 Transfer
Sentoo shall be entitled, at any time, to assign, novate or otherwise transfer the Merchant Agreement to another company in the Sentoo group (i.e., a company with at least 50% the same shareholders), without the prior consent of the Merchant by providing written notice to Merchant of such transfer.
Section 13.02 Null provisions
In the event that any provision in the Merchant Agreement (including the Sentoo Terms and Conditions) is declared null and void or inapplicable, said provision shall be deemed non-existent, and all other provisions of the Merchant Agreement (including the Sentoo Terms and Conditions) shall remain applicable. The parties undertake to take all steps to eliminate the provision declared null and void and/or inapplicable and to replace the same with a provision approaching, insofar as possible, the economic objective of the provision declared null and/or inapplicable.
Section 13.03 Entire Agreement
The Merchant Agreement contains all the parties' commitments 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.
Section 13.04 Use of name of the parties
The Merchant agrees that its name and standard logo (as published by the Merchant) may be included by Sentoo on the Sentoo client list on its website and in its sales materials. Sentoo shall be entitled to use said 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 in its discretion.
On its website in the section "frequently asked questions", or in a similar informational section on its website, the Merchant may refer to Sentoo as a payment method. The Merchant may also include an internet link to the website of Sentoo in such context. The Merchant may mention Sentoo on its website as a payment method using the provided Sentoo badge. Merchant must, in each case, also clearly state that customers of Merchant should not contact Sentoo for support or questions regarding transactions facilitated by Sentoo for Merchant. The Merchant may not use the logo of Sentoo anywhere on its website in any other context without the prior express written approval of Sentoo, which Sentoo may refuse or withdraw at its discretion.
Section 13.05 Changes to the terms and conditions
Sentoo may revise the Terms and Conditions from time to time by giving at least 30 days written notice to the Merchant via email or a notice in the Merchant Dashboard. 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 Sentoo within 30 days after receiving notice of the change. If Sentoo receives such notice, Sentoo will contact Merchant to discuss the objections of the Merchant. If the Merchant continues to refuse to accept the change and Sentoo refuses to withdraw the announced change, Merchant may terminate the Merchant Agreement by giving at least 30 days written notice to Sentoo (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 Sentoo implements in order to comply with applicable law or requirements imposed by the relevant Processor. For such imposed changes, shorter notice periods may be applied by Sentoo as is needed to comply with the relevant requirement.
Section 13.06 Deviating terms
The applicability of Merchant's purchasing or other general terms and conditions is expressly rejected. If Merchant accepts a proposal made by Sentoo (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 document shall not apply between the parties unless such deviating terms are explicitly accepted in a written statement issued and signed by a Sentoo board member. In any case, the terms of the Merchant Agreement as proposed by Sentoo, including the Sentoo Terms and Conditions, shall take precedence over any terms and conditions contained or referred to in any such acceptance document from Merchant.
Section 13.07 Online contracting - written confirmation
In case Merchant has concluded the Merchant Agreement with Sentoo via Sentoo's website or via any other online means, Sentoo may at any time request that Merchant re-confirms its acceptance of the terms of the Merchant Agreement (including these Sentoo 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 a request by Sentoo to do so (which request may be issued to Merchant via the contact email address submitted by Merchant when concluding the Merchant Agreement), Sentoo reserves the right to suspend part, or all of the Services until Merchant has complied with such request.
Article XIV. Settlement of Disputes
Section 14.01 Dispute handling
The parties undertake to take all steps to reach an amicable agreement to any dispute arising in relation to the validity, interpretation or fulfilment of the Merchant Agreement. This clause 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 enforce the obligations of any of the other parties.
Section 14.02 Applicable law and jurisdiction
The Merchant Agreement and these terms and conditions are solely governed by Curaçao 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 Willemstad, Curaçao.