General Terms and Conditions General Terms and Conditions for PayProff Systems A/S and for use of PayProff digital escrow services Valid from: April 2020
1.1 This agreement defines the legal relationship between PayProff Systems A/S (the “Ser-vice Provider”) and users of PayProff's digital escrow services (the "Users" or "User").
1.2 The Service Provider shall provide a web- and app-based User interface (“PayProff”) for the deposit-based payment of funds. This interface can be used to initiate, track, adjust and execute payment transactions. As a provider of technical services, the Service Pro-vider shall be in charge of the construction and maintenance of the (technical) infra-structure required for deposit-based payments – escrow accounts. The Service Provid-er is not a provider of payment services under the Danish Act on Payments, cf. Consol-idation Act no 1024 of 3 October 2019.
1.3 The execution of payment orders shall be performed exclusively by the Service Pro-vider’s payment partners, PensoPay A/S, NETS A/S, Danske Bank A/S and PayProff A/S (the ”Payment Partners”), which are all authorised and governed by the Danish Finan-cial Supervisory Authority in accordance with the Act on Payments and the Anti-Money Laundering Act, cf. Consolidation Act no 930 of 9 June 2019. The Service Provider is thus the intermediary for the services of the Payment Partners.
1.4 By accepting the Service Provider's General Terms and Conditions, the User also ac-cepts the conditions of the Service Provider's Payment Partners pensopay.com and NETS.
1.5 The Service Provider and PayProff A/S are obliged to comply with the rules for pro-cessing personal data in accordance with the EU’s General Data Protection Regulation, the Anti-Money Laundering Act and the Danish Data Protection Act, cf. Consolidation Act no 502 of 23 May 2018.
2.1 Registration in advance is free, after which PayProff can be used.
2.2 Registration is possible for any natural or legal person who is at least 15 years of age and has legal capacity, and for any legal entity.
2.3 On registration, the User shall supply their electronic ID (in Denmark: NemID), social security number, a valid email address and in certain cases copies of personal docu-ments. The Service Provider may furthermore request further personal information or, where relevant, information on the company represented by the person. The User shall also accept these General Terms and Conditions and the Service Provider's provi-sions on data protection.
2.4 Information requested for registration shall be correct and updated. Once the registra-tion has been completed, the Service Provider shall provide the User with a personal and free PayProff account, which the User can access using their electronic ID (in Denmark: NemID) or log-in information as provided by the Service Provider.
2.5 The provisions of the Anti-Money Laundering Act demand clear identification of the recipient of monies placed in Payproff A/S’ escrow accounts. The User shall therefore provide clear identification to the Service Provider and its Payment Partners.
2.5.1 For natural persons and legal persons, this means:
a) Identification via electronic ID (in Denmark: NemID) and verification of personal ID. b) Natural and legal persons from countries that do not have a national digital ID that is recognised by the Service Provider shall on request supply a copy of the passport and other ID. c) With respect to the provisions of the Anti-Money Laundering Act on measures against money laundering and the financing of terrorism, the Service Provider may on behalf of the Payment Partners undertake in-depth know you customer authentication (KYC) in respect of private users of PayProff.
2.5.2 For legal entities:
a) Identification via electronic ID (in Denmark: NemID) associated with the entity, such as authorised employee ID linked to social security number. b) If there is no country system for providing a national digital ID for employees that is recognised by PayProff, the company shall on request supply a copy of the passport and other ID. IDs and passports shall belong to the authorised legal rep-resentative of the entity or the authorised User. c) On behalf of PayProff A/S, the Service Provider shall carry out know you custom-er authentication (KYC) to confirm registration of the entity, legal status, benefi-cial owners and directors of the entity. d) ‘Beneficial owners’ means the natural or legal person(s) who ultimately own or control the legal entity, or the natural person(s) on whose behalf a transaction or activity is undertaken, including: i) the natural or legal person(s) in a company, enterprise, association, etc. who ultimately own or control, directly or indirectly, a sufficient number of shares or voting rights or who exercise control by other means, apart from owners of companies whose shares are traded on a regulated market or corresponding market that is subject to the mandatory disclosure rules in accordance with EU law or corresponding international standards. ii) operational management, if no person is identified under i) or if there ex-ists doubt as to the extent to which identified person(s) are the beneficial owner(s). iii) natural or legal person(s) in a legal agreement, including a fund, trust or similar who ultimately control, directly or indirectly, or in another manner act in an owner-like capacity, including:
founders, administrators or trust protectors, where such exist. e) If KYC mentioned under c) cannot be performed wholly or in part, or the Service Provider is unsure that KYC is comprehensive, the Service Provider may ask the company for further information. Proof of registration or corresponding docu-ment no older than three months from date of issue that confirms the company's registration in an EU Member State or a state in the European Economic Area or a third country that imposes obligations on the company with regard to the pre-vention of money laundering and financing of terrorism. This document must confirm the name of the company, its legal form, its registered address and the identity of its members and directors. f) The Service Provider may request a certified copy of the articles of association of the company and any decisions on the appointment of a legal representative.
2.6 The User shall inform the Service Provider without delay of any changes to the data submitted during registration or, where possible correct the information via their Pay-Proff account.
3.1 PayProff shall provide the following to Users of PayProff’s escrow-services:
a) Registration and supply of a PayProff User account. b) Payment procedures for payment to a deposit account and transfer of payment instructions to PayProff's banking institution. Danske Bank is PayProff’s current bank. c) Notification in the event of changes of status in connection with the payment transaction to the payer and the recipient of the payment. d) Historical transaction data.
3.2 The Service Provider may not be involved in the contractual relationship between two Users of PayProff's escrow services, either as an intermediary or as a representative of any party. The Service Provider may not be either a buyer or seller of goods or services or lessee or lessor in a lease, as the Service Provider is simply the provider of technical services. PayProff assumes no liability in relation to the trade, transactions or general business relationship of two escrow partners.
3.3 PayProff Support may be involved in the event of a dispute between two escrow par-ties, or if one party does not react to messages from the other party. Use of Payproff Support can take place via the contact email firstname.lastname@example.org or via ”create report on transaction" in the overview of the relevant transaction on payproff.com.
3.4 The escrow partners’’ personal information (surname, first name, address, date of birth, nationality, country of residence) will be electronically forwarded to PayProff A/S and Danske Bank for the purposes of payments made and disbursement of funds.
4.1 The User is under the obligation to save their login details in a manner that prevents access by third parties. Access codes, etc. shall be kept secret and may not be given to third parties. If a third party obtains knowledge of access data, key cards or other ac-cess information, the User shall immediately inform the Service Provider via the con-tact address at email@example.com and immediately change their access code, key file, key card, etc.
4.2 If a User's NemID, access codes, etc. has been used by a third party, the User shall im-mediately inform the Service Provider and immediately change their access code, key file, key card etc.
4.3 A User may set up only one PayProff account. A PayProff account may not be trans-ferred and all rights to the PayProff account expire on the death, liquidation or disso-lution of the User.
4.4 The User is responsible for the use of his PayProff account and may use PayProff only in compliance with the valid law at any time and with these General Terms and Condi-tions.
5.1 Escrow payments are set up via the personal PayProff account.
5.2 Once an escrow payment has been set up, the User has the following options for invit-ing the other partner (escrow partner):
a) by keying in the escrow partner’s email address, which will prompt PayProff to send an invitation to them by email. The escrow partner can thereafter join the secure escrow payment system, on condition that they have completed registra-tion as a User. The User making the payment can at the same time confirm that they have actively obtained the agreement of the invited escrow partner to transfer their email address to the Service Provider in accordance with the Gen-eral Data Protection Regulation and the Danish Data Protection Act.
6.1 A PayProff Test may be claimed only if an escrow payment has been set up and carried out via the Service Provider.
6.2 A PayProff Test may be claimed up to the threshold amount given and used only for a single transaction, unless otherwise stipulated. If the actual transaction fee exceeds the threshold amount given, a PayProff test may not be used. A proportional offsetting of payment is not possible.
6.3 A PayProff Test is valid for one year.
6.4 Only one PayProff Test can be claimed per escrow payment.
6.5 The value of a PayProff test cannot be claimed in cash, nor does it earn interest.
6.6 A PayProff Test cannot be transferred.
6.7 The Service Provider reserves the right to cancel a PayProff Test in the case of misuse or fraudulent intent.
7.1 Transactions in goods, activities and services from the following industries are excluded from PayProff:
a) Weapons in the definition of the Weapons Act and parts of such weapons, am-munition, fireworks and explosives. b) Drugs, related equipment and intoxicants c) Prescription-only medicines d) Gambling and gaming companies e) Sexual services f) Non-licensed auctions g) Private couriers and transport services h) Criminal activities Other illegal goods, activities and services
7.2 The Service Provider may at any time block or cancel escrow deposits and payments that are linked to goods, activities or services listed under 7.1.
8.1 If the escrow partner that is under the obligation to pay enters into an escrow agree-ment, they will be asked to deposit into the deposit account the agreed amount plus any fees and/or commission from a third party service provider (e.g., on-line market-place). Please see point 12 for further information on PayProff fees.
8.2 If an escrow agreement has been set up by the payer, the latter will not be asked to pay in the agreed amount to the deposit account, plus any fees and/or provision from third party service providers (e.g. an on-line marketplace), until the recipient of the payment has been set up as a User and has accepted the escrow agreement.
8.3 The deposited amount is send to the recipient of the payment (a) after the payer has released it via the PayProff account, (b) after the expiry of the automatic disbursement period, or (c) in the event of disputes, when a new binding agreement between the parties has been entered into.
8.4 The User may cancel an escrow agreement without giving a reason as long as no other escrow partner has signed the agreement. The payment link for the escrow agreement is no longer valid on cancellation by the User.
8.5 If an escrow partner has signed an escrow agreement, this agreement cannot be uni-laterally cancelled by the User. After deposit of an amount on the escrow account, the processing of the payment may not be interrupted or returned to the payer unless both parties agree to this. 8.6 Incoming and outgoing bank transfers are processed in Danish krone and Euro. The cho-sen currency is used for both incoming and outgoing payments.
8.7 Users receiving payments in Euro shall use a SEPA-activated bank account.
8.8 The Service Provider reserves the right without warning to change or limit available payment options and payment institutions offered by the Service Provider for outward payments from the escrow account.
9.1 Payment of an amount to a bank account stipulated by the User cannot be made until confirmation of the User's identity has been obtained and the know you customer pro-cedure (KYC) has been carried out. Up to three work days for natural and legal persons and up to four work days for legal entities may lapse before the requested documents are fully uploaded.
9.2 After completion of confirmation of identity, the Service Provider shall inform the User of this by email.
9.3 If there is a suspicion of misuse, fraud or laundering of monies, the Service Provider may limit specific functions (e.g., payment of funds) in the relevant User account until an explanation has been received; or the Service Provider may temporarily block the relevant User account in the event of suspected serious violation.
9.4 The Service Provider is, in accordance with the Act on Payments and the Anti-Money Laundering Act, under the obligation to take countermeasures against money-laundering and the financing of terrorism. Under Order no 1403 of 1 December 2017 on the submitting of information etc. to the Public Prosecutor for Special Economic Crimes, the Service Provider is obliged to inform the authorities if there is a suspicion of illegal activities, while the Service Provider is not obliged to inform the User of such a report. Affected User accounts shall be blocked until the Public Prosecutor for Spe-cial Economic Crimes and International Crime has given their approval for the blocked User account to be reopened.
10.1 The Service Provider shall endeavour at all times to ensure unhindered access for its Users and to provide error-free functionality in PayProff. For technical reasons and de-pending on the mobile and fixed telecommunication network, a permanently available access to PayProff cannot be guaranteed. Disruptions and irregular access to PayProff do not incur any obligation on the Service Provider to pay compensation. Technical disruptions in access to PayProff are not a valid reason for terminating an existing es-crow agreement.
11.1 The PayProff User account is not time-limited and may at any time be terminated by the User and the Service Provider without warning.
11.2 If no activity has taken place for more than 365 days, the Service Provider may without warning decide to delete a User account or to allow it to become redundant. The Ser-vice Provider is obliged to inform the User of this.
11.3 After a User account has been terminated, these General Terms and Conditions shall continue to apply to escrow payments that have not been made at the time of termi-nation.
11.4 The Service Provider may not terminate the agreement with the User unless concur-rent termination takes place of any agreements with the Payment Partners involved.
12.1 Registration as a User of PayProff is free. Fees shall be charged only for use of PayProff's escrow services.
12.2 Current prices are shown on PayProff's pricing overview which is available on pay-proff.com.
12.3 Unless otherwise agreed, the fee shall be paid by the escrow partners. As a general rule, PayProff invoices the seller. The fee is subtracted from the disbursement to the seller when the conditions of the escrow agreement have been fulfilled. The parties have the option of sharing all or part of the fees. If the buyer has to pay part of the fee, this part of the fee is added to the amount the partners have agreed within the escrow agreement. An email is sent to the payer(s) with the fee invoice in PDF format.
12.4 The payer in an escrow agreement shall pay all costs that may arise in connection with the transfer of monies to PayProff's account. Thus, the payer shall ensure that the amount that PayProff receives exactly matches the amount specified in the escrow agreement.
12.5 If an existing escrow transaction is cancelled, the Service Provider shall also cancel fees invoiced. If payment has been made to the seller, the fees are not refunded, irrespec-tive of later changes to the escrow agreement. Own costs in respect of 12.4 are not re-funded.
12.6 If the amount of the agreement is changed before a payment has taken place, the fee shall be adjusted accordingly, with reference to the price matrix applicable at the time.
12.7 The User accepts that invoices relating to fees may be send electronically without a signature.
12.8 Amounts deposited are not liable for negative interest for 120 days from the date of payment.
12.9 If a deposited amount remains for more than 120 days, negative interest is imposed. Interest is calculated based on the amount deposited at the time of payment. The current interest rate is 0.60% p.a. this can change without further notice, depending on the current interest rate situation.
12.10 The sharing of interest payments follows the agreement concluded on sharing of fees, cf. 12.3. Interest charges are made as a separate charge and are sent by email to the liable party(ies) as a PDF. Interest shall be paid in accordance with the payment terms and conditions on the interest invoice.
13.1 Within the framework of this agreement, the Service Provider is liable to pay compen-sation only if the Service Provider or those for whom the Service Provider is responsi-ble are grossly negligent or demonstrate gross negligence.
14.1 By accepting these General Terms and Conditions, the User also accepts that the right to withdraw under the Danish Consumer Agreement Act, cf. Consolidation Act no 1457 of 17 December 2013 is not valid in connection with the use of the Service Provider's escrow services.
15.1 The Service Provider and its Payment Partners are subject to Danish and EU law on the prevention of money laundering and the financing of terrorism.
15.2 On request by the Service Provider, the User is obliged to give the Service Provider and its Payment Partners the necessary information and documents to fulfil their obli-gations in connection with anti-money laundering measures, and to immediately in-form the Service Provider of any changes that take place over the course of an agree-ment.
15.3 In compliance with the provisions of current Danish and EU law on financial institu-tions’ participation in the prevention of money-laundering and financing of terrorism, the User shall inform the Service Provider of the origin, object and destination of any transaction. Furthermore, the User shall supply the information required to establish the User's identity and, where relevant, the legal owner of bank accounts and/or asso-ciated transactions. The User undertakes to give all necessary information to the Ser-vice Provider and its Payment Partners to allow them to undertake thorough checks on the transaction, to inform the Service Provider of any extraordinary transaction differ-ing from the norm in relation to transactions registered in the agreement and to give the Service Provider the necessary documents or information pertaining to it.
15.4 The Service Provider can at any time cancel or suspend the use of a User ID, access to an account, execution of a transaction or refund if the required information on legal compliance has not been supplied. The User is hereby informed that any transaction executed under this agreement may be subject to the right of the Danish Financial Su-pervisory Authority to receive information.
15.5 In compliance with the rules of the General Data Protection Regulation and the Danish Data Protection Act, the User has access to all information collated by the Service Pro-vider, provided that such access does not endanger measures against money launder-ing and financing of terror, in so far as the information concerns an applicant or regis-tered User.
15.6 The management or employees of the Service Provider and Payment Partners who have in good faith reported suspected money laundering or financing of terror to na-tional authorities cannot be made the subject of civil litigation or other judicial inves-tigation.
16.1 All copyrights, trademarks and other intellectual property rights to and affecting Pay-Proff are the property of PayProff or the Service Provider. The User shall not therefore reproduce, copy, reconstruct, display, transfer, publish or otherwise use these intel-lectual property rights in a manner other than that set out in these General Terms and Conditions.
17.1 All agreements between the Service Provider and the User are subject to Danish law and shall be processed in a Danish court.
17.2 The Service Provider's registered address is the jurisdiction for all disputes that arise as a result of the contractual relationship between the User and the Service Provider.
17.3 PayProff may make ongoing adjustments to the functionality of the escrow services and payproff.com and cannot guarantee that existing functions will be maintained in the future.
17.4 The Service Provider may at any time and without warning change the present General Terms and Conditions with written notification by email.