ICP Nederland B.V.
GENERAL TERMS AND CONDITIONS
Version 2026v2
1. Definitions
1.1 ICP
ICP Nederland B.V., having its registered office at Schiphol Airport and its principal place of business at Stationsplein ZW 1003, 1117 CV Schiphol, the Netherlands, registered with the Dutch Chamber of Commerce under number 09176877.
1.2 Customer
Any natural person or legal entity that enters into negotiations with ICP, enters into an Agreement with ICP, or to which ICP supplies Goods, Digital Products or Services.
1.3 Transaction Platform
ICP’s digital platform through which Digital Products can be activated, distributed, supplied, deactivated or otherwise processed, including the related APIs, backend systems, frontend modules, dashboards and documentation.
1.4 API / API Integration
Any application programming interface made available by ICP that enables the Customer to access or integrate with the Transaction Platform through the Customer’s systems.
1.5 Digital Products
E-vouchers, prepaid codes, gift cards, loyalty products, top-up codes, wallet credits, tokens and other digital value products delivered, distributed, supplied or processed through the Transaction Platform.
1.6 Transaction Machine
Any physical terminal or machine sold, leased or made available to the Customer by ICP and used in connection with the Services or the Transaction Platform.
1.7 Software
All software, modules, firmware, APIs, updates, patches, configurations, protocols, documentation and related materials provided or made available by ICP, in any form.
1.8 Services
All services provided or to be provided by ICP under an Agreement, including access to the Transaction Platform, API services, Digital Product services, support and incident handling, maintenance or support of Hardware to the extent agreed, and any other services specified in the Agreement.
1.9 Goods
Any physical goods, equipment or other tangible products supplied or to be supplied by ICP to the Customer under an Agreement, including Hardware where applicable.
1.10 Agreement
The written agreement, order confirmation or other written arrangement between ICP and the Customer, including any Commercial Schedule, Product & Pricing Schedule, Product-, Brand- or Supplier-specific addendum, technical or security documentation, fee structure, SLA, Financial Security arrangement and amendment expressly forming part thereof.
1.11 Financial Security
Any financial security required or agreed in connection with the Agreement to cover actual or expected payment, credit or financial exposure, including a security deposit, advance payment, prepayment, bank guarantee, surety, blocked or segregated funds or other agreed form of security.
1.12 SLA
A service level agreement between ICP and the Customer setting out agreed service levels, which may include response times, incident priorities, availability commitments and support levels.
1.13 Confidential Information
Any information disclosed by or on behalf of one party to the other party in connection with an Agreement that is designated as confidential or that, given its nature or the circumstances of its disclosure, should reasonably be understood to be confidential.
1.14 Brand
The issuer, brand owner, programme operator or other party responsible for or associated with a Digital Product, its brand, programme, issuance, redemption or Product-specific requirements.
1.15 Supplier
The third party from which ICP directly obtains a Digital Product or the right to distribute, supply or process that Digital Product. A Supplier may also be the Brand of the relevant Digital Product.
1.16 Affiliate
In relation to a Party, any legal entity that directly or indirectly Controls, is Controlled by, or is under common Control with that Party. Control means the direct or indirect ownership of more than fifty per cent (50%) of the voting rights or the power to direct the management of such entity.
1.17 Transaction
Any request, instruction, message, call or other interaction submitted to, received by or processed through the Transaction Platform or an API Integration in relation to a Digital Product or related functionality, including an activation, issuance, delivery, cancellation, reversal, redemption, balance enquiry, status enquiry or other request, whether successful, unsuccessful, rejected or resulting in an error.
1.18 POD - Pin on Demand
A method whereby a Digital Product is activated, issued or otherwise made available on demand following a Transaction request from the Customer, rather than being supplied to the Customer as pre-activated inventory.
1.19 POR - Print on Receipt
A POD method whereby a Digital Product, such as an activation code, voucher code or top-up code, is activated or issued following a Transaction request and subsequently delivered to the End User, including by printing the code on a receipt or by electronic delivery through an approved digital sales channel.
1.20 POSA - Point of Sale Activation
A POD method whereby a physical card or other physical product is activated at the point of sale following a Transaction request, typically by scanning or otherwise identifying the card or product through the applicable point-of-sale system.
1.21 Bulk
A method whereby a quantity of Digital Products, activation codes, voucher codes or other digital value products is supplied in advance as inventory, rather than being activated, issued or otherwise made available individually on demand following a Transaction request. Bulk inventory may be supplied by electronic file, including CSV or spreadsheet format, or by another agreed delivery method.
1.22 End User
The natural person who ultimately purchases, receives or uses a Digital Product through the Customer or the Customer’s distribution channel and who has no contractual relationship with ICP in respect of that Digital Product.
1.23 Hardware
Any physical equipment supplied, made available, maintained or supported by or on behalf of ICP, including Transaction Machines, payment terminals and related equipment.
1.24 Business Day
Monday to Friday, excluding official public holidays in the Netherlands.
2. Applicability
2.1
These General Terms and Conditions apply to all offers, quotations, orders and Agreements relating to Goods, Software, Digital Products or Services supplied or to be supplied by ICP and to all other legal relationships between ICP and the Customer.
2.2
Any deviation from or addition to these General Terms and Conditions shall only be valid if expressly agreed in writing by ICP and the Customer.
2.3
Any general or other terms and conditions of the Customer are expressly rejected and shall not apply unless expressly accepted in writing by ICP.
2.4
In the event of a conflict between an Agreement and these General Terms and Conditions, the Agreement shall prevail.
2.5
ICP may amend these General Terms and Conditions from time to time. ICP shall notify the Customer in writing of any material amendments before they take effect.
Amendments required as a result of applicable laws or regulations, security or fraud prevention requirements, requirements imposed by Brands or Suppliers involved in the provision of Digital Products, or technical or operational changes to the Transaction Platform may take effect on the date specified by ICP in its notice to the Customer.
For other material amendments, the Customer may object in writing within fourteen (14) days after receiving notice of the amendment. If the Customer objects within this period and the amendment materially adversely affects the Customer, the parties shall consult in good faith. If no agreement is reached, either party may terminate the affected Agreement by written notice with effect from the date on which the relevant amendment would otherwise take effect, unless the parties agree otherwise.
Continued use of the Services after the effective date of an amendment, without a timely objection by the Customer where such right of objection applies, shall constitute acceptance of the amended General Terms and Conditions.
3. Offers and Formation of Agreements
3.1
All quotations, offers, proposals and other statements by ICP are non-binding unless expressly stated otherwise in writing.
3.2
ICP may accept or reject any order or request without being required to state reasons.
3.3
An Agreement is formed when it is signed by both parties, confirmed in writing by ICP, or when ICP commences performance at the Customer’s request or with the Customer’s consent. Where ICP commences performance before a separate written agreement is signed, these General Terms and Conditions shall apply to that performance.
3.4
All drawings, diagrams, API documentation, technical documentation, product information, price information and other materials supplied by ICP remain the property of ICP or its licensors or suppliers and may be used solely for the purposes of the Agreement. They may not be reproduced or disclosed except to the extent necessary for such purpose or otherwise permitted under the Agreement.
3.5
ICP may, before or during the Agreement, require the Customer to provide, maintain, increase or replenish Financial Security. ICP may determine and adjust the required form and amount based on face value sales volume, settlement frequency, payment behaviour, creditworthiness, risk profile and actual or expected financial exposure.
4. Customer Obligations
4.1
The Customer shall timely provide all information, access, facilities, decisions and cooperation reasonably required by ICP for the performance of the Agreement.
4.2
The Customer is responsible for the accuracy, completeness and reliability of all information and data provided to ICP. ICP may rely on such information and is not required to independently verify it unless expressly agreed otherwise.
4.3
The Customer is responsible for the implementation, integration, configuration, operation and security of the Goods, Software, APIs and Digital Products within its own environment and shall maintain appropriate technical and organisational security measures.
4.4
The Customer shall keep documentation, API keys, certificates, credentials and other security materials secure and shall comply with ICP’s applicable technical documentation and security requirements.
4.5
If the Customer fails to comply with its obligations, ICP may suspend or postpone performance, charge reasonable additional costs and extend applicable time periods. ICP shall not be liable for delay or failure to the extent caused by such failure of the Customer.
4.6
The Customer shall use the Goods, Software, Digital Products and Services in compliance with applicable laws and regulations and shall obtain and maintain any licences, registrations, consents or approvals required for its own activities.
5. Prices, Payment and Financial Security
5.1
Unless expressly stated otherwise, all prices and fees are exclusive of VAT and other taxes, duties, Supplier charges, transport costs and surcharges.
5.2
ICP may adjust prices, rates and fees where reasonably justified by changes in exchange rates, Supplier pricing, wholesale prices, taxes, duties, regulatory requirements, operational costs or other relevant cost factors. Changes imposed directly by a Supplier may be passed on from the date on which such change takes effect.
5.3
ICP may require the Customer to provide and maintain Financial Security based on the Customer’s actual or expected financial exposure and may review and adjust the required form and amount in accordance with Article 3.5.
5.4
The applicable Billing Period, Settlement Frequency, Payment Method, Settlement Currency and Financial Security shall be as specified in the Agreement, the Commercial Schedule or another applicable commercial arrangement.
ICP may issue consolidated invoices for the applicable Billing Period. Amounts accrued during a Billing Period may be collected or settled before the corresponding consolidated invoice is issued where the agreed Settlement Frequency so provides.
ICP may review and adjust settlement or payment arrangements and required Financial Security where reasonably justified by changes in face value sales volume, settlement frequency, payment behaviour, creditworthiness, risk profile or actual or expected financial exposure.
The Customer shall maintain any required payment mandate and shall ensure that sufficient funds are available for any agreed direct debit, bank transfer or other payment method.
5.5
All amounts shall be paid in full on the applicable due date. The Customer shall be in default automatically upon expiry of the due date, without any further notice of default being required.
5.6
On overdue amounts, ICP may charge interest at a rate of 1.5% per month, or the maximum rate permitted by applicable law if lower, together with reasonable judicial and extrajudicial collection costs. Extrajudicial collection costs may be charged at a minimum of 15% of the overdue amount to the extent permitted by applicable law.
5.7
If any amount is overdue or required financial security is insufficient, ICP may suspend or restrict access to the Transaction Platform, APIs, Digital Products, Goods or Services until the relevant payment or security obligation has been satisfied. ICP shall not be liable for loss resulting from a suspension or restriction lawfully imposed under this Article.
5.8
The Customer may not suspend payment obligations or set off amounts owed to ICP against any alleged claim against ICP, except to the extent such restriction is prohibited by mandatory law. A dispute regarding an invoice shall not relieve the Customer from its obligation to pay any undisputed amount when due.
5.9
ICP may establish and adjust transaction, credit or financial exposure limits for the Customer. ICP shall not be obliged to process transactions or provide Digital Products beyond an applicable limit and may suspend further processing until payment, additional security or another arrangement acceptable to ICP has been provided.
6. Delivery, Performance and Acceptance
6.1
Any delivery, implementation or performance dates communicated by ICP are indicative unless expressly agreed in writing as binding. Expiry of an indicative date shall not place ICP in default.
6.2
ICP may suspend or postpone delivery or performance where the Customer has not timely fulfilled its obligations. Any applicable time period shall be extended to the extent reasonably required as a result.
6.3
The Customer shall promptly inspect and verify Goods, Services and other deliverables after delivery or performance.
6.4
Defects, errors, discrepancies or non-conformities that could reasonably have been identified upon inspection shall be reported to ICP in writing within five (5) Business Days after delivery or performance. If no such report is made, the relevant delivery or performance shall be deemed accepted, except in respect of defects or discrepancies that could not reasonably have been identified within that period.
6.5
If delivery or performance is delayed, prevented or refused due to an act or omission of the Customer, the resulting risk and reasonable additional costs shall be borne by the Customer, and ICP shall not be liable to the extent the delay or failure is caused thereby.
7. Hardware and Payment Terminals – Delivery and Maintenance
7.1
ICP may supply or facilitate the supply of Transaction Machines, payment terminals and other Hardware where agreed with the Customer. The scope of supply, activation, maintenance and remote support shall be as specified in the Agreement or the applicable order or service arrangement.
7.2
ICP’s support services in relation to Hardware are provided remotely. ICP does not provide on-site installation, maintenance, repair, replacement or other physical intervention at the Customer’s or any third party’s location. Technical or API/POS integration services may be provided remotely to the extent included in the Agreement.
7.3
The Customer shall ensure that Hardware is placed and used in a safe and suitable environment and that adequate power, network connectivity and other required infrastructure are available. The Customer shall protect Hardware against damage, misuse and unauthorised access and shall provide reasonable remote access or information where required for support.
7.4
ICP shall provide maintenance and support for Transaction Machines, payment terminals and other Hardware only to the extent included in the Agreement or otherwise agreed with the Customer. Where remote maintenance or support is not included in the Agreement but is separately requested by the Customer and accepted by ICP, such services may be charged on a time and materials basis at ICP’s then-current rates.
7.5
ICP shall not be responsible for Hardware defects or failures caused by installation, repair or intervention by third parties not engaged or authorised by ICP, improper use, unauthorised modifications, unsupported systems, external power, network or telecommunications failures, external damage or environmental conditions, or failure to follow applicable instructions.
7.6
ICP may discontinue support for specific Hardware models where reasonably necessary, including where a manufacturer or supplier discontinues support or spare parts are no longer reasonably available. ICP shall, where reasonably practicable, provide at least three (3) months’ notice, unless a shorter period is required due to circumstances outside ICP’s reasonable control.
8. Software and Rights of Use
8.1
For the duration of the Agreement and subject to compliance with its terms, ICP grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to use the Software solely to access and use the Services, Transaction Platform and Digital Products as permitted under the Agreement. No intellectual property rights are transferred to the Customer.
8.2
Except to the extent expressly permitted by mandatory law or by ICP in writing, the Customer shall not copy, modify, adapt, translate, distribute, rent, lease, sublicense or otherwise make the Software available to third parties; reverse engineer, decompile or disassemble the Software; circumvent technical protection or security measures; use the Software for benchmarking or competitive analysis; or use the Software or information derived from it to develop or assist in developing a competing product or service.
8.3
ICP may provide updates, patches, security releases, modifications or replacement versions of the Software and may require the Customer to implement or use such versions where reasonably necessary for security, compatibility, functionality or continued support.
8.4
Additional modules, integrations, customisations or development work are not included unless expressly agreed and may be subject to additional fees.
8.5
Where Software is supplied solely for use with specific Hardware, the Customer’s right to use such Software shall end when its authorised use of that Hardware ends.
8.6
A material breach of Article 8.2 may cause serious and difficult-to-quantify harm to ICP. Without prejudice to ICP’s other rights and remedies, the Customer shall, following written notice identifying the breach, owe ICP a contractual penalty of EUR 50,000 for each material breach of Article 8.2. ICP shall remain entitled to seek injunctive or other relief and to claim actual damages to the extent such damages exceed the contractual penalty, to the extent permitted by applicable law.
9. API Integrations, Security and Technical Connections
9.1
The Customer shall keep API keys, credentials, certificates, technical documentation, SDKs, test environments and other access or security materials secure and confidential and shall use them only for authorised purposes. ICP may require reasonable security measures, including IP allowlisting or whitelisting, authentication measures, access restrictions and appropriate credential management. The Customer shall comply with ICP’s then-current technical documentation and security requirements. The Customer shall not provide, disclose, transfer or otherwise make its access credentials, API keys, certificates or technical connection available to any third party, including any reseller, Affiliate or technical service provider, without ICP’s prior written approval. The Customer shall remain fully responsible for any access to or use of the technical connection by an approved third party as if such access or use were by the Customer itself.
9.2
The Customer is responsible for the correct implementation, configuration and security of its API Integration, including the correct handling of API calls, parameters, responses, errors and retries and the prevention of unauthorised access or use.
9.3
ICP may rate-limit, restrict, suspend or block an API Integration or other technical connection where reasonably necessary to protect security, integrity or availability, including in the event of integration errors, abnormal traffic, suspected fraud or misuse, suspected credential compromise, attacks or vulnerabilities, adverse activity or a material change in risk. ICP may take such measures immediately where the circumstances reasonably require.
9.4
The Customer shall notify ICP without undue delay after becoming aware of compromised or suspected compromised credentials, unauthorised use, fraud or suspicious activity, a cybersecurity incident or any other security event that may affect ICP, the Transaction Platform or Digital Products. The Customer shall reasonably cooperate with ICP in investigating and mitigating the incident. ICP may revoke, rotate, replace or disable credentials where reasonably necessary.
9.5
The Customer shall retain relevant technical and transaction logs for at least six (6) months, to the extent permitted by applicable law and reasonably necessary for transaction verification, security, fraud investigation and incident handling, and shall provide relevant logs to ICP upon reasonable request.
9.6
ICP’s transaction records and system logs shall be presumed accurate in determining the status, timing and content of transactions unless the Customer provides reasonable evidence demonstrating a material discrepancy.
9.7
ICP shall not be liable to the extent loss or disruption is caused by incorrect or unauthorised API calls, incorrect parameters or data, systems or infrastructure of the Customer or third parties outside ICP’s reasonable control, the Customer’s failure to comply with applicable technical or security requirements, or a lawful restriction, suspension, rate limit or block imposed under this Article.
10. Transaction Platform and Service Availability
10.1
Access to and use of the Transaction Platform and Services is subject to the Agreement, these General Terms and Conditions and ICP’s applicable technical and security requirements.
10.2
ICP shall use commercially reasonable efforts to provide the Transaction Platform and Services. Unless expressly agreed in an SLA, ICP does not guarantee uninterrupted or error-free operation or any specific availability, response time, recovery time or service level.
10.3
ICP may perform maintenance, updates, modifications and technical changes, including planned or emergency maintenance and changes required by Brands, Suppliers, security requirements, law or technical developments. Where reasonably practicable, ICP shall seek to avoid materially reducing expressly agreed core functionality.
10.4
The Customer is responsible for managing its users and access rights and shall use multi-factor authentication or other security measures where required by ICP.
10.5
ICP may suspend or restrict access to the Transaction Platform or Services where permitted under the Agreement, including in the event of overdue payment or insufficient security, material breach, a security incident or material risk, suspected fraud or misuse, a threat to platform integrity, or a requirement imposed by law, a Brand or Supplier.
11. Digital Products and Transactions
11.1
A Digital Product shall be deemed delivered when it has been successfully made available, transmitted, issued or activated through the Transaction Platform, API or other agreed delivery method. ICP’s records shall determine the status and timing of delivery in accordance with Article 9.6.
11.2
Risk relating to a Digital Product passes to the Customer upon successful delivery. From that moment, the Customer is responsible for secure storage, handling and further distribution, except to the extent any loss, defect or incorrect delivery is directly attributable to ICP.
11.3
The Customer is responsible for the secure handling and distribution of Digital Products through its systems and distribution channels, including by its employees, contractors, merchants and resellers, and shall implement appropriate measures to prevent unauthorised access, misuse and fraud. The Customer remains responsible towards ICP for such intermediaries to the extent they fall within the Customer’s control or responsibility. The Customer is solely responsible for its relationship with End Users, including customer service and applicable consumer obligations. The distribution or use of a Digital Product does not by itself create a contractual relationship between ICP and an End User.
11.4
The Customer shall maintain reasonable fraud prevention and security controls appropriate to its distribution model and shall promptly cooperate with ICP in relation to suspected fraud, misuse, compromised products or other transaction-related security issues.
11.5
Once successfully delivered or activated, a Digital Product cannot be cancelled, returned, refunded or reversed unless such action is technically possible and accepted by ICP, is permitted or required by the relevant Brand or Supplier, or is required to correct an error directly attributable to ICP.
11.6
Any Transaction discrepancy shall be reported to ICP in writing within five (5) Business Days after the relevant Transaction, unless a shorter Product-, Brand- or Supplier-specific claim period has been communicated to the Customer, together with sufficient information to investigate the discrepancy. If no report is made within the applicable period, ICP’s records shall be presumed accurate, except where the discrepancy could not reasonably have been identified within that period. Security incidents and suspected fraud remain subject to the immediate notification obligations in Article 9.4. Such investigation may be subject to ICP’s applicable Code Return Policy (“CRP”) or other Product-, Brand- or Supplier-specific claim procedure. Submission or acceptance of a CRP request does not in itself entitle the Customer to a refund, credit, replacement or reversal.
11.7
Where Digital Products are supplied in Bulk, the relevant Bulk inventory shall be deemed delivered when it has been made available to the Customer through the agreed delivery method. Following delivery, the Customer is responsible for the secure storage, handling and further distribution of the Bulk inventory, except to the extent any loss, defect or incorrect delivery is directly attributable to ICP.
11.8
Unless otherwise agreed in writing, Digital Products supplied in Bulk may not be returned, exchanged, cancelled or refunded after delivery, except in the case of invalid or defective Digital Products accepted as such by ICP or where the relevant Brand or Supplier provides a corresponding remedy.
12. Brand- and Supplier-Related Errors, Claims and Refunds
12.1
Digital Products may be issued, managed, activated, redeemed, blocked or otherwise controlled by a Brand and may be supplied to ICP by a Supplier. ICP shall not be responsible to the extent an error, failure, restriction or change is caused by a Brand, Supplier or another circumstance outside ICP’s reasonable control, including code errors, activation or redemption failures, blocking, Brand or Supplier system failures, product changes, withdrawal or discontinuation.
12.2
ICP shall use reasonable efforts to investigate and, where appropriate, escalate properly reported claims to the relevant Supplier and/or Brand, but does not guarantee that the Supplier or Brand will accept a claim, replace a Digital Product, provide a refund or otherwise grant a remedy.
12.3
ICP shall only be required to refund, credit, replace, reverse or otherwise compensate a Digital Product where the relevant Supplier and/or Brand accepts the claim and a corresponding remedy is provided or unconditionally granted to ICP, or where ICP expressly agrees otherwise. Any remedy may be provided by credit note, account credit, replacement or another reasonable settlement method.
12.4
The Customer shall provide all transaction information, evidence and other documentation reasonably required by ICP or the relevant Brand or Supplier to investigate a claim.
12.5
Claims relating to a Brand, Supplier or Digital Product may be subject to the applicable conditions, procedures, evidence requirements and claim periods of the relevant Brand and/or Supplier, as communicated by ICP where relevant.
13. Liability
13.1
ICP shall only be liable for direct loss suffered by the Customer to the extent that such loss is directly caused by an attributable failure by ICP to perform its obligations under the Agreement. The Customer shall take reasonable measures to prevent and mitigate any loss.
13.2
To the fullest extent permitted by applicable law, ICP shall not be liable for indirect, incidental, special or consequential loss, including loss of profit, revenue, turnover, anticipated savings, business, contracts, customers or opportunities, loss of reputation or goodwill, loss of data except to the extent directly caused by ICP and recoverable under applicable law, business interruption, or claims made against the Customer by third parties or End Users.
13.3
Except to the extent provided otherwise in Article 13.4, ICP’s total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort or otherwise, shall not exceed EUR 50,000 per calendar year.
For the avoidance of doubt, the face value, transaction value, purchase value or sales value of Digital Products processed, supplied or distributed through ICP shall not be taken into account in determining ICP’s liability or any applicable liability limit.
Where the Customer has entered into more than one Agreement with ICP, the limit set out in this Article applies to the aggregate liability of ICP towards that Customer under all such Agreements, unless expressly agreed otherwise in writing.
For the avoidance of doubt, the limitation of liability in this Article does not limit any express obligation of ICP under Articles 11 or 12 to credit, replace, reverse or otherwise correct a specific transaction where the conditions for such remedy under those Articles are satisfied.
13.4
Nothing in the Agreement excludes or limits liability to the extent such liability cannot lawfully be excluded or limited under applicable mandatory law.
13.5
ICP shall not be liable to the extent loss is caused by the Customer or persons for whom the Customer is responsible, the Customer’s systems or infrastructure, incorrect API parameters or data, a Brand or Supplier, telecommunications, internet, payment, acquiring, banking or other third-party infrastructure outside ICP’s reasonable control, unauthorised changes, or failure by the Customer to comply with the Agreement or applicable instructions.
13.6
ICP shall not be liable for loss resulting from a lawful and reasonable suspension, restriction, blocking or other protective measure taken under the Agreement for security, fraud prevention, compliance, payment or platform integrity purposes.
13.7
Any claim for damages against ICP shall be notified to ICP in writing promptly after the Customer becomes aware, or reasonably should have become aware, of the circumstances giving rise to the claim. To the extent permitted by applicable law, legal proceedings relating to such claim must be commenced within twelve (12) months after the claim arose. This Article does not extend any shorter notification or claim period applicable to transaction discrepancies, security incidents or Brand- or Supplier-related claims.
14. Support, Incident Handling and Service Levels
14.1 Standard Support
ICP shall provide support in accordance with the Agreement and, where applicable, the relevant SLA. Unless otherwise agreed, ICP’s standard helpdesk support is provided remotely during ICP’s then-current standard business hours on Business Days. Support outside ICP’s standard business hours, including extended-hours or on-call support, is only provided where expressly agreed in an SLA.
14.2 Incident Classification
Unless otherwise agreed in an SLA, ICP may classify reported incidents according to the following priorities:
a. P1 – Critical: a critical production incident resulting in the Transaction Platform or a material part of the Services being unavailable or materially unusable for a substantial part of the affected Customer’s operations;
b. P2 – High: a significant incident materially affecting important functionality, where the Services remain partially available or a reasonable workaround may be available;
c. P3 – Normal: a non-critical incident or defect that does not materially prevent use of the Services; and
d. P4 – Low / Request: general questions, information requests, advice, documentation or minor issues.
ICP may reasonably determine or adjust the priority based on the actual impact, urgency and scope of the incident.
14.3 Response and Resolution Times
Any response times, availability commitments, resolution targets or other service levels shall only be binding if expressly agreed in an SLA. A response time is the period within which ICP acknowledges or commences handling an incident and is not a guaranteed resolution time. Unless an SLA expressly provides otherwise, any communicated resolution time is an estimate and may depend on the nature of the incident and the cooperation of the Customer, Brands, Suppliers or other relevant third parties.
14.4 Customer Cooperation
The Customer shall provide sufficient information and reasonable cooperation for support and incident handling, including relevant transaction references, logs, error messages, technical information and appropriate contact persons. Any agreed or indicative response or resolution period may be suspended or extended while ICP reasonably awaits information, access or cooperation from the Customer or a party outside ICP’s reasonable control.
14.5 Remote Support
ICP’s support services are provided remotely and do not include on-site installation, maintenance, repair, replacement or other physical intervention at the Customer’s or any third party’s location. Where ICP supplies or supports Hardware, including payment terminals, the applicable Agreement or service arrangement determines the scope of ICP’s remote support obligations.
14.6 Support Outside Agreed Scope
ICP may charge additional fees for support or investigation outside the agreed scope, including issues caused by the Customer’s systems, configuration, integration, Hardware or circumstances for which ICP is not responsible. Where reasonably practicable, ICP shall inform the Customer before carrying out material chargeable work.
14.7 Suspension of Support
ICP may suspend or restrict non-essential support where the Customer is in material payment default, materially breaches the Agreement or repeatedly misuses the support service. This does not limit ICP’s rights to take protective measures under Articles 9 and 10.
15. Privacy and Data Protection
15.1 Compliance with Data Protection Laws
Each party shall comply with the applicable laws and regulations relating to the protection of personal data, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”), to the extent applicable to its activities under the Agreement.
15.2 Roles of the Parties
The role of each party as controller, processor or otherwise under applicable data protection law shall be determined by the nature and purpose of the relevant processing activity.
Where ICP processes personal data on behalf of the Customer as a processor, such processing shall be governed by an applicable data processing agreement or other written arrangement meeting the requirements of applicable data protection law.
Nothing in the Agreement shall prevent ICP from processing personal data as an independent controller where ICP determines the purposes and means of such processing in accordance with applicable law.
15.3 Customer Responsibility
The Customer is responsible for ensuring that any personal data provided or otherwise made available to ICP has been collected and disclosed lawfully and may lawfully be processed by ICP for the purposes of the Agreement.
The Customer shall not provide ICP with personal data that is not reasonably necessary for the provision of the Services and shall not include unnecessary personal data in transaction data, API requests, support requests, logs or other communications with ICP.
15.4 Security
Each party shall implement appropriate technical and organisational measures to protect personal data against unauthorised or unlawful processing and against accidental loss, destruction, alteration or disclosure, taking into account the nature of the processing and the risks involved.
ICP may implement and modify technical and organisational security measures where reasonably required to maintain or improve the security of the Services and the Transaction Platform.
15.5 Personal Data Breaches
Where ICP acts as a processor on behalf of the Customer, ICP shall notify the Customer without undue delay after becoming aware of a personal data breach affecting personal data processed by ICP on behalf of that Customer, in accordance with the applicable data processing agreement and applicable law.
Where each party acts as an independent controller, each party shall be responsible for fulfilling its own obligations relating to personal data breaches under applicable law.
15.6 Sub-processors
Where ICP acts as a processor, ICP may engage sub-processors in accordance with the applicable data processing agreement and applicable data protection law.
ICP shall remain responsible for the performance of its obligations as processor to the extent required by applicable law and the applicable data processing agreement.
15.7 Data Subject Requests and Cooperation
Each party shall be responsible for handling requests from data subjects to the extent such requests relate to personal data for which that party acts as controller.
Where ICP acts as processor and receives a request relating to personal data processed on behalf of the Customer, ICP shall provide reasonable assistance in accordance with the applicable data processing agreement and applicable law.
15.8 Retention and Deletion
Personal data shall not be retained for longer than reasonably necessary for the purposes for which it is processed, subject to applicable statutory, regulatory, security, fraud prevention, accounting and other legitimate retention requirements.
Where ICP acts as processor, the return or deletion of personal data following termination of the relevant Services shall be governed by the applicable data processing agreement and applicable law.
16. Force Majeure
16.1 Force Majeure
Neither party shall be liable for a failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by circumstances beyond that party’s reasonable control and which could not reasonably have been prevented or overcome.
For ICP, such circumstances may include, without limitation:
a. failures, interruptions or unavailability of telecommunications networks, internet connectivity, energy supplies, hosting infrastructure, cloud services or data centres;
b. failures, interruptions or unavailability affecting Brands or Suppliers, payment networks, acquiring services, banking infrastructure or other third-party systems or services necessary for the provision of the Services;
c. cyberattacks, distributed denial-of-service (DDoS) attacks, malware, ransomware or other material external cybersecurity incidents;
d. acts or measures of governmental, regulatory or supervisory authorities, changes in law or mandatory regulatory requirements;
e. strikes, industrial disputes or material shortages of personnel or essential resources;
f. fire, flood, natural disasters, extreme weather conditions, epidemics or pandemics;
g. war, terrorism, civil unrest, sanctions, embargoes or similar events; and
h. any other circumstance beyond the reasonable control of the affected party that materially prevents or delays performance of the Agreement.
A failure of a Brand, Supplier or other third party shall only constitute force majeure to the extent that the underlying circumstances are beyond ICP’s reasonable control and ICP cannot reasonably avoid or overcome the consequences thereof.
16.2 Consequences of Force Majeure
During a force majeure event, the affected obligations shall be suspended for the duration and to the extent that performance is prevented or materially affected by the force majeure event.
The affected party shall use commercially reasonable efforts to mitigate the consequences of the force majeure event and to resume performance as soon as reasonably practicable.
ICP may, where reasonably necessary, temporarily modify, restrict or suspend affected Services or use alternative technical or operational arrangements in order to mitigate the consequences of a force majeure event.
16.3 Payment Obligations
A force majeure event shall not release or suspend the Customer’s obligation to pay amounts already due or amounts relating to Digital Products, Goods or Services that were successfully delivered or performed before or during the force majeure event.
16.4 Security and Preventable Events
ICP shall not be entitled to rely on force majeure to the extent that the relevant failure or delay is directly attributable to ICP’s failure to implement reasonable measures expressly required under the Agreement or applicable law.
The occurrence of a cybersecurity incident shall therefore not in itself establish force majeure if the incident and its material consequences could reasonably have been prevented by ICP through measures it was required to maintain.
16.5 Extended Force Majeure
If a force majeure event continues for more than sixty (60) consecutive days and materially prevents the performance of a substantial part of the affected Agreement, either party may terminate the affected Agreement or the affected part thereof by written notice, without liability for damages arising solely from such termination.
Termination under this Article shall not affect any rights, payment obligations or liabilities that accrued before the effective date of termination.
17. Duration and Termination
17.1 Agreements for an Indefinite Term
Unless otherwise expressly agreed in writing, an Agreement entered into for an indefinite term may be terminated:
a. by ICP, by giving one (1) month’s written notice; or
b. by the Customer, by giving three (3) months’ written notice.
Termination shall take effect at the end of the applicable notice period.
17.2 Fixed-Term Agreements
An Agreement entered into for a fixed term shall remain in force for the agreed initial term.
Unless otherwise specified in the Agreement, a fixed-term Agreement shall thereafter automatically renew for successive periods of twelve (12) months, unless either party gives written notice of termination at least three (3) months before the end of the then-current term.
Where the Agreement specifies a different renewal mechanism or notice period, the Agreement shall prevail.
17.3 Termination for Material Breach
ICP may terminate the Agreement, in whole or in part, with immediate effect by written notice if the Customer materially breaches the Agreement and:
a. the breach is incapable of remedy; or
b. where the breach is capable of remedy, the Customer fails to remedy the breach within fourteen (14) days after receiving written notice from ICP requiring it to do so.
Where the nature or urgency of the breach reasonably requires immediate action to protect ICP, the Transaction Platform, Digital Products, Brands or Suppliers, other customers or third parties, ICP may suspend the affected Services pending remedy or termination.
17.4 Immediate Termination by ICP
ICP may terminate or suspend the Agreement, in whole or in part, with immediate effect and without prior notice where:
a. the Customer is declared bankrupt, applies for or is granted a suspension of payments, enters into liquidation or ceases or threatens to cease a material part of its business;
b. the Customer fails to pay amounts due to ICP and such failure is not remedied after written demand, unless immediate suspension is permitted elsewhere under the Agreement;
c. the Customer fails to provide or maintain financial security, a deposit or other guarantee reasonably required by ICP under the Agreement;
d. ICP reasonably suspects fraud, abuse, money laundering, sanctions violations, unlawful activity or other serious misuse relating to the Customer, its accounts, systems or transactions;
e. the Customer commits a material breach of the licence, security, API or technical requirements applicable under the Agreement;
f. continued performance would, in ICP’s reasonable opinion, expose ICP to a material security, fraud, financial, legal, regulatory or reputational risk;
g. an authorisation, licence, approval, contractual right or other arrangement with a Brand or Supplier or other relevant third party that is necessary for ICP to provide the affected Digital Product or Service is withdrawn, suspended or terminated, and continued performance is no longer reasonably possible;
h. ICP is required or reasonably considers it necessary to terminate or suspend the Agreement in order to comply with applicable law, sanctions, a binding regulatory requirement or an instruction from a competent authority; or
i. the Customer repeatedly breaches the Agreement in a manner that reasonably demonstrates that the Customer is unwilling or unable to comply with its obligations.
17.5 Consequences of Termination
Upon termination or expiry of the Agreement, to the extent applicable:
a. all outstanding amounts owed to ICP shall become immediately due and payable;
b. the Customer’s right to access and use the Transaction Platform and affected Services shall cease;
c. ICP may revoke or disable API keys, credentials, certificates and other access rights;
d. all licences and rights of use granted to the Customer under the Agreement shall terminate, except to the extent expressly stated otherwise;
e. the Customer shall cease using ICP’s Software, documentation and other materials except where continued use is expressly permitted in writing;
f. each party shall comply with any applicable obligations concerning the return, retention or deletion of personal data and Confidential Information; and
g. termination shall not affect any rights, payment obligations, claims or liabilities accrued before the effective date of termination.
17.6 Survival
Any provisions which by their nature are intended to survive termination or expiry of the Agreement shall remain in force, including provisions relating to payment obligations, intellectual property rights, confidentiality, liability, data protection, dispute resolution and any other accrued rights or obligations.
17.7 Partial Termination
Where a termination right relates only to a particular Digital Product, Brand or Supplier, Service, integration, territory or other identifiable part of the Agreement, ICP may, where reasonably practicable, limit the termination to that affected part rather than terminating the entire Agreement.
18. Confidentiality
18.1 Confidentiality Obligation
Each party shall keep confidential all Confidential Information received from or on behalf of the other party and shall not disclose such Confidential Information to any third party or use it for any purpose other than the performance, receipt or administration of the Agreement, except as permitted under this Article.
Each party shall protect the other party’s Confidential Information using at least reasonable care and shall take appropriate measures to prevent unauthorised access, use or disclosure.
18.2 Permitted Disclosure
A party may disclose Confidential Information:
a. to its employees, directors, professional advisers, auditors, insurers, financing parties, subcontractors and service providers who reasonably require access to such information for purposes connected with the Agreement, provided that such persons are subject to appropriate confidentiality obligations;
b. where disclosure is required by applicable law, regulation, court order or a competent governmental, regulatory or supervisory authority; or
c. with the prior written consent of the other party.
Where legally permitted, a party required to disclose Confidential Information under Article 18.2(b) shall inform the other party in advance of such disclosure.
18.3 Exclusions
The confidentiality obligations under this Article shall not apply to information that the receiving party can demonstrate:
a. is or becomes publicly available other than through a breach of the Agreement;
b. was lawfully known to the receiving party before disclosure by the other party;
c. was lawfully received from a third party without a confidentiality obligation; or
d. was independently developed without use of or reference to the other party’s Confidential Information.
18.4 ICP Confidential Information
Without limiting the definition of Confidential Information, ICP’s Confidential Information may include its pricing and commercial arrangements, margins, fee structures, technical documentation, Software, source code, API documentation, security information, credentials, system architecture, technical configurations, product, Brand and Supplier arrangements, business processes and non-public information relating to the Transaction Platform.
The Customer shall not use ICP’s Confidential Information to develop, procure or assist in the development of a competing product or service or to circumvent ICP in breach of the Agreement.
18.5 Security Information and Credentials
API keys, passwords, certificates, authentication credentials, security configurations and other access or security information relating to ICP or the Transaction Platform shall at all times be treated as Confidential Information, irrespective of whether such information is marked as confidential.
The Customer shall immediately notify ICP if it becomes aware of any unauthorised access to or disclosure of such information.
18.6 Return and Destruction
Upon termination or expiry of the Agreement, or upon reasonable written request, each party shall cease using and, where reasonably practicable, return or securely destroy the other party’s Confidential Information, except to the extent that retention is required by applicable law, regulatory requirements, legitimate internal record-keeping requirements or automatic backup and archival procedures.
Any retained Confidential Information shall remain subject to the confidentiality obligations under this Article.
18.7 Duration
The obligations under this Article shall continue for five (5) years after termination or expiry of the Agreement.
Confidential Information constituting a trade secret, source code, security credential or other information which by its nature requires continued confidential treatment shall remain protected for as long as such information remains confidential in nature.
19. Intellectual Property Rights
19.1 Ownership
All intellectual property rights and other proprietary rights in or relating to the Transaction Platform, Software, APIs, technical infrastructure, documentation, specifications, designs, configurations, databases, processes, methods, know-how and other materials developed, owned or made available by ICP shall remain vested in ICP or its licensors.
Except for the limited rights of use expressly granted under the Agreement, no intellectual property rights are transferred or assigned to the Customer.
19.2 Developments and Customisations
Unless expressly agreed otherwise in writing, all intellectual property rights in developments, modifications, configurations, integrations, interfaces, modules, documentation, improvements or other materials created or developed by or on behalf of ICP in connection with the Agreement shall vest in ICP.
This shall also apply where such development or work:
a. has been requested by the Customer;
b. has been developed specifically for the Customer;
c. has been wholly or partly funded or paid for by the Customer; or
d. incorporates requirements, specifications or feedback provided by the Customer.
Payment for development, implementation, configuration or other work does not constitute an assignment or transfer of intellectual property rights.
19.3 Customer Materials
The Customer shall retain ownership of intellectual property rights in materials, data, trademarks, logos, content, documentation and other materials provided by the Customer to ICP.
The Customer grants ICP a non-exclusive, royalty-free right to use such materials to the extent reasonably necessary to perform the Agreement and provide the Services.
The Customer warrants that it is entitled to provide such materials to ICP and that ICP’s permitted use of them in accordance with the Agreement does not infringe the rights of third parties.
19.4 Third-Party Rights
Digital Products, trademarks, brand names, content, software and other materials made available by Brands, Suppliers, licensors or other third parties may be subject to intellectual property rights and usage restrictions of those third parties.
The Customer shall comply with any applicable restrictions or conditions communicated to it by ICP and shall not acquire any rights in such materials other than the rights expressly granted or required for the permitted use or distribution thereof.
19.5 Feedback and Suggestions
Where the Customer provides ICP with suggestions, ideas, comments or other feedback concerning the Transaction Platform, Software, APIs or Services, ICP may use such feedback without restriction or obligation to the Customer, provided that ICP does not thereby acquire ownership of the Customer’s pre-existing intellectual property or Confidential Information.
19.6 Protection of ICP Rights
The Customer shall not remove, obscure or alter any copyright notice, trademark, proprietary notice or other rights notice contained in or displayed through ICP’s Software, documentation or other materials.
The Customer shall promptly notify ICP if it becomes aware of any unauthorised use, copying or infringement of ICP’s intellectual property rights in connection with the Agreement.
19.7 No Implied Rights
No licence, right or permission shall be deemed granted by implication, estoppel or otherwise. Any right not expressly granted to the Customer under the Agreement is reserved by ICP and its licensors.
19.8 Survival
The provisions of this Article shall survive termination or expiry of the Agreement.
20. Final Provisions
20.1 Third Parties and Subcontractors
ICP may engage third parties, subcontractors, service providers, Brands and Suppliers in the performance of the Agreement.
Unless expressly agreed otherwise, the Customer shall not be entitled to require ICP to use or continue to use any specific third party, subcontractor, Brand, Supplier, technology or infrastructure.
20.2 Assignment by the Customer
The Customer may not assign, transfer or otherwise dispose of the Agreement or any of its rights or obligations under the Agreement, in whole or in part, without the prior written consent of ICP.
20.3 Assignment by ICP
ICP may assign or transfer the Agreement, in whole or in part, to:
a. an Affiliate of ICP;
b. a legal successor of ICP;
c. a purchaser or transferee of all or a substantial part of ICP’s business or assets to which the Agreement relates; or
d. another entity as part of a merger, demerger, restructuring, reorganisation or similar corporate transaction.
ICP shall inform the Customer of such assignment or transfer where reasonably practicable.
20.4 Severability
If any provision of the Agreement or these General Terms and Conditions is held to be invalid, unlawful or unenforceable, in whole or in part, the remaining provisions shall remain in full force and effect.
The parties shall, where reasonably necessary, replace the affected provision with a valid and enforceable provision that reflects as closely as reasonably possible the purpose and commercial effect of the original provision.
20.5 No Waiver
A failure or delay by either party to exercise any right or remedy under the Agreement shall not constitute a waiver of that right or remedy.
A waiver shall only be effective if made expressly in writing and shall apply only to the specific circumstance for which it is given.
20.6 Entire Agreement
The Agreement, including these General Terms and Conditions and any documents expressly incorporated into the Agreement, constitutes the entire agreement between the parties with respect to its subject matter and supersedes prior agreements, proposals, representations and understandings relating to that subject matter, except for any separate confidentiality or non-disclosure agreement that expressly remains in force.
Nothing in this Article shall exclude liability for fraud or fraudulent misrepresentation.
20.7 Order of Precedence
Where an Agreement specifies its own order of precedence, that order shall apply. In the absence of such a provision, the following order of precedence shall apply:
a. the Agreement or other document containing the specific commercial terms agreed between ICP and the Customer;
b. any applicable Commercial Schedule, Product & Pricing Schedule, Product-, Brand- or Supplier-specific addendum, SLA, Financial Security arrangement or other specific appendix, but only in respect of the subject matter governed by that document;
c. these General Terms and Conditions; and
d. technical, security, operational and other documentation.
A specific provision expressly agreed between the parties shall prevail over a more general provision relating to the same subject matter.
An SLA or other specific appendix shall not modify or override provisions relating to pricing, payment, intellectual property, confidentiality, liability or termination unless it expressly states that it amends the relevant provision of the Agreement or these General Terms and Conditions.
20.8 Written Communications
Where the Agreement or these General Terms and Conditions require a notice, consent, approval or other communication to be made in writing, such requirement may be satisfied by electronic communication, including email, unless the Agreement expressly requires another method.
Notices relating to termination, material breach or other legally significant matters shall be sent to the contact details designated by the relevant party for contractual or legal communications, or, in the absence thereof, to its last known business contact details.
20.9 Amendments
No amendment to the Agreement shall be binding unless agreed in writing by authorised representatives of both parties, except for amendments to these General Terms and Conditions made by ICP in accordance with Article 2.5 and Product-specific commercial terms, additional Digital Products or other matters which the Agreement expressly permits to be agreed by email or other written electronic communication.
20.10 No Partnership or Agency
Nothing in the Agreement creates a partnership, joint venture or employment relationship between the parties or authorises the Customer to represent, act for or bind ICP in any manner.
20.11 Governing Law
The Agreement and all legal relationships between ICP and the Customer arising out of or in connection with the Agreement shall be governed exclusively by the laws of the Netherlands.
The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
20.12 Jurisdiction
Any dispute arising out of or in connection with the Agreement shall be submitted exclusively to the competent court in Amsterdam, the Netherlands, unless mandatory law requires otherwise.
20.13 Contract Language
Where the Agreement or any document forming part of it is available in more than one language, the version in the Contract Language specified in the Agreement or Commercial Schedule shall prevail in the event of any inconsistency or difference in interpretation. If no Contract Language is specified, the English version shall prevail.
This shall not prevent ICP from seeking interim, protective or enforcement measures before any other competent court where reasonably necessary to protect or enforce its rights.