General Terms and Conditions General Terms and Conditions for PayProff A/S and for use of PayProff digital escrow services. Valid from: October 2022
1. Preamble
1.1 This agreement defines the legal relationship between PayProff A/S (the “Service Provider”) and users of PayProff's digital escrow services (the "Users" or "User").
1.2 The Service Provider provides 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 Provider shall be in charge of the construction and maintenance of the (technical) infrastructure required for deposit-based payments – escrow accounts. The Service Provider is not a provider of payment services under the Danish Act on Payments, cf. Consolidation Act no 1024 of 3 October 2019.
1.3 The execution of payment orders shall be performed exclusively by the Service Provider’s payment partners, PensoPay A/S and Banking Circle S.A. (the ”Payment Partners”), which are all authorised and governed by the Danish Financial 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 accepts the conditions of the Service Provider's Payment Partners pensopay.com (link) and bankingcircle.com (link).
1.5 The Service Provider is obliged to comply with the rules for processing 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. Registration
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 18 years of age and has legal capacity, and for any legal entity incorporated in Denmark (excluding The Faroe Islands and Greenland).
2.3 On registration, the User shall supply their full name, electronic ID (in Denmark: NemID/MitID), social security number (if natural person), a valid email address and in certain cases copies of personal documents. The Service Provider may furthermore request further personal information or, where relevant, information on the company represented by the person. The User shall also in connection with the Users registration accept these General Terms and Conditions and the Service Provider's provisions on data protection.
2.4 Information requested for registration shall be correct and updated. Once the registration 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/MitID) or log-in information as provided by the Service Provider.
2.5 The Service Provider is required by law to conduct ongoing monitoring of all Users and transactions carried out using the escrow services. This includes monitoring instructions from and transactions with the Users for the prevention and detection of financial crime.
2.6 The provisions of the Anti-Money Laundering Act demand clear identification of the recipient of money placed in PayProffs’ escrow accounts. The User shall therefore provide clear identification to the Service Provider and its Payment Partners.
2.6.1 For natural persons and legal persons, this means:
a) Identification via electronic ID (in Denmark: NemID/MitID) 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 your customer authentication (KYC) in respect of private users of PayProff.
2.6.2 For legal entities:
a) Identification via electronic ID (in Denmark: NemID/MitID) 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 representative of the entity or the authorised User.
c) The Service Provider shall carry out know your customer authentication (KYC) to confirm registration of the entity, legal status, beneficial 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 exists 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:
• the Board of Directors.
• special beneficiaries or, if individuals receiving dividends are as yet unknown, the group of persons in whose interest a legal agreement has been set up or functions.
• 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 document 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 regarding the prevention 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.
2.7 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 PayProff account.
3. Description of services
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. Banking Circle S.A. is PayProff’s current banking institution.
c) Notification in the event of changes of status in connection with the payment transaction to the buyingUser 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 parties, or if one party does not react to messages from the other party. Use of PayProff Support can take place via the contact email support@payproff.com or via ”create report on transaction" in the overview of the relevant transaction on payproff.com or via the support button in the mobile app.
3.4 The escrow partners’ personal information (surname, first name and IBAN number) will be electronically forwarded to Banking Circle S.A. for the purposes of payments made and disbursement of funds.
4. PayProff account
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 access information, the User shall immediately inform the Service Provider via the contact address at support@payproff.com and immediately change their access code, key file, key card, etc.
4.2 If a User's NemID/MitID, access codes, etc. has been used by a third party, the User shall immediately 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 on the web-app or the mobile-app. A PayProff account may not be transferred and all rights to the PayProff account expire on the death, liquidation or dissolution of the User. All attempts to create multiple accounts will be investigated and reported to the authorities.
4.4 The User is responsible for the use of his/her PayProff account and may use PayProff only in compliance with the valid law at any time and with these General Terms and Conditions.
5. Setting up an escrow payment
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 inviting 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 registration 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 General Data ProtectionRegulation and the Danish Data Protection Act.
6. Goods, activities and services that are excluded
6.1 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
6.2 The Service Provider may at any time block or cancel escrow deposits and payments that are linked to goods, activities or services listed under 6.1.
7.Payment processing using PayProff
7.1 If the escrow partner that is under the obligation to pay enters into an escrow agreement, 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.
7.2 If an escrow agreement has been set up by the buying User, 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.
7.3 The deposited amount is sent to the recipient of the payment (a) after the buying User 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 or (d) if PayProff has received a court order to disburse the deposited amount.
7.4 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. A cancellation request expires in seven days after it was sent.
7.5 If an escrow partner has signed an escrow agreement, this agreement cannot be unilaterally 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 buying User unless both parties agree to this.
7.6 Incoming and outgoing bank transfers are processed in Danish krone. The chosen currency is used for both incoming and outgoing payments.
7.7 The Service Provider may reject or delay in its discretion and without liability any instruction for payment if:
i. the instruction is inaccurate, incomplete or unclear;
ii. the instruction has not been properly authorised by the said Users or if any other breach of security has occurred in relation to the use of the escrow services,
iii. it is an instruction that, in the opinion of theService Provider, implies a risk of participating in a scheme that potentially could be money laundering, terrorist financing or other criminal activities, including tax fraud;
iv. legal or regulatory requirements prevent the Service Provider from executing the instruction or imply that the Service Provider need to carry out further inquiries;
v. the transaction seems unusual compared to the User’s ordinary behaviour;
vi. an injunction or order from any competent authority or court to freeze funds or any other specific measure associated with preventing or investigating crime has been imposed;
vii. any third-party claims exist on the funds held with the Service Provider and upon extrajudicial opposition notified to the Service Provider by third parties regarding the assets.
7.8 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.
7.9 The User may request to change the price of the deal. The price of the agreement cannot be unilaterally changed by the User. A price change request expires in seven days since it was sent to the escrow partner.
8. Limitations on use
8.1 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 your customer procedure (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.
8.2 After completion of confirmation of identity, the Service Provider shall inform the User of this by email.
8.3 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’s account until an explanation has been received; or the Service Provider may temporarily block the relevant User’s account in the event of suspected serious violation.
8.4 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 Special Economic Crimes and International Crime has given their approval for the blocked User’s account to be reopened.
9. Blocking of escrow accounts/Users
9.1 The Service Provider reserves the right to cut off access to and prohibit the use of the escrow services, if the charges and fees cannot be covered on the accounts.
9.2 The Service Provider reserves the right to block the User’s access to the escrow service, if the Service Provider becomes aware of or reasonably suspects a risk of financial criminal activity, unauthorised or fraudulent use of such the escrow services or for reasons relating to the security of the systems related hereto.
9.3 Investigation of such activity as mentioned in clause 10.2 may lead the Service Provider to, in its sole discretion, delay, block or refuse the processing of instructions cf. clause 8.8 or refuse an application to become a User of the escrow services or the provision of all or any part of the escrow services.
9.4 The Service Provider may block the User’s accounts related to the escrow services or take such other measures as the Service Provider may deem fit upon extra-judicial opposition notified to the Service Provider by third parties regarding User’s assets, or if the Service Provider is informed of any actual or alleged unlawful operations or if any third-party claims exist on the assets held by the Service Provider.
9.5 If the User becomes subject to any form of an insolvency event such as inability to pay its debts, has an order or petition made against it or a resolution passed for its administration, winding-up or dissolution or any other corporate step or legal proceeding is taken with a view to the same, has an administrative receiver, receiver, manager, liquidator, administrator, trustee or similar officer appointed over all or a significant part of its assets, then the Service Provider may refuse to act on any instructions and freeze relevant accounts unless ordered by a court. Once the Service Provider receives evidence that a liquidator or administrator has been appointed, the Service Provider will act on their Instructions and defreeze the accounts.
9.6 Unless regulatory requirements prevent the Service Provider from doing so, the Service Provider will inform the User as soon as reasonably practicable upon the blocking of a User’s escrow account(s). The Service Provider may be required under applicable law to notify authorities that systems or accounts have been blocked or User applications refused.
10. Service standards
10.1 The Service Provider shall endeavour at all times to ensure unhindered access for its Users and to provide an error-free functionality in PayProff. For technical reasons and depending 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 escrow agreement.
11. Duration and termination
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 Service 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 termination.
11.4 The Service Provider may not terminate the agreement with the User unless concurrent termination takes place of any agreements with the Payment Partners involved.
12. Fees and interest
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 payproff.com. Furthermore, the User will be shown the exact fee they will be charged when they create or accept a transaction.
12.3 Unless otherwise agreed, the fee shall be paid by the escrow partners. As a general rule, PayProff invoices the selling User. The fee is subtracted from the disbursement to the selling User 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 buying User 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 buying User(s) with the fee invoice in PDF format.
12.4 The buying User in an escrow agreement shall pay all costs that may arise in connection with the transfer of money to PayProff's account. Thus, the buying User 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 selling User, the fees are not refunded, irrespective of later changes to the escrow agreement. Own costs in respect of 12.4 are not refunded.
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 sent 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 0.75% 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.
12.11 PayProff is VAT exempt, which is why there is no VAT applied on the fees.
13. PayProff’s liability
13.1 Within the framework of this agreement, the Service Provider is liable to pay compensation only if the Service Provider or those for whom the Service Provider is responsible are grossly negligent or demonstrate gross negligence.
13.2 The Service Provider shall not be liable in damages or responsible to the User for any loss, including loss of profits, costs, damages expenses or other liabilities (“Loss”) arising in connection with the use of the escrow services except to the extent that:
i.the Loss was caused by the Service Provider negligence, wilful default or fraud; and
ii.the Loss was reasonably foreseeable by the User and the Service Provider at the time the agreement of use was entered into as a consequence of breach of the Service Provider’s responsibilities under the agreement.
13.3 In addition, the Service Provider shall not be liable for any fines, penalties, loss of information, profit, goodwill, business or anticipated savings, nor any indirect Losses sustained.
13.4 The Service Provider shall not be liable for Losses resulting from:
i.breakdown/lack of access to IT systems or damage to data stored in such systems which can be attributed to the events mentioned below, regardless of whether the Service Provider or an external contractor is responsible for operating such systems;
ii.failure in the Service Provider’s power supply or telecommunications, non-availability of the escrow services due to maintenance downtime, legal measures or administrative decrees, natural disasters, war, riot, civil unrest, sabotage, terrorism or vandalism (including computer virus, cyber terrorism, including but not limited to hacking and other cyber-crime);
iii.strike, lockout, boycott or blockade, regardless of whether the conflict is directed against or initiated by the Service Provider itself or its organisation and regardless of the reason for the conflict. This also applies if the conflict only affects some of the Service Provider’s operations;
iv.other circumstances which are beyond the Service Provider’s control or due to complying with the Service Provider’s other obligations under applicable law, including but not limited to the action of any government or government agency and/or disruption to the international banking systems to and/or through which payments are sent or the operator of SWIFT or any other settlement or clearing system.
13.5 The Service Provider and correspondent institutions when using the escrow services are obliged to check incoming and outgoing payments against relevant terrorists and anti-money laundering watch lists, including the EU database, which may imply that a payment is stopped and frozen. In such case, the Service Provider is not liable for any subsequent Losses incurred by the Platform.
13.6 The Service Provider shall not be liable for any Losses resulting from use by unauthorised Users and other use contrary to regulation by Users of the Services.
13.7 The Service Provider’s aggregate liability in respect of all claims arising in connection with the use of the escrow services and any transaction processed in connection with the escrow services shall be limited to DKK 10.000,00 in any twelve-month period.
14. Right to withdraw
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. Anti-money laundering and anti-terror law
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 The Service Provider is required and may take any action that the Service Provider considers appropriate, to meet any and all compliance obligations relating to or in connection with the detection, investigation and prevention of money laundering, fraud, breach of sanctions and other financial crime. Such action may include, but is not limited to:
i.screening, intercepting and investigating any instruction, communication and application from Users, or any payment made via the escrow services;
ii.investigating the source, or intended recipient, of funds; and/or
iii.making further enquiries as to the status of a person or entity, whether they are subject to a sanction’s regime, or confirming the User’s identity and status.
15.3 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 obligations in connection with anti-money laundering measures, and to immediately inform the Service Provider of any changes that take place over the course of an agreement.
15.4 In compliance with the provisions of current Danish and EU law on financial institutions’ 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 associated transactions. The User undertakes to give all necessary information to the Service Provider and its Payment Partners to allow them to undertake thorough checks on the transaction, to inform the Service Provider of any extraordinary transaction differing 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.
15.5 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 Supervisory Authority to receive information.
15.6 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 Provider, provided that such access does not endanger measures against money laundering and financing of terror, in so far as the information concerns an applicant or registered User.
15.7 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 national authorities cannot be made the subject of civil litigation or other judicial investigation.
16. Intellectual property rights
16.1 All copyrights, trademarks and other intellectual property rights to and affecting PayProff are the property of PayProff or the Service Provider. The User shall not therefore reproduce, copy, reconstruct, display, transfer, publish or otherwise use these intellectual property rights in a manner other than that set out in these General Terms and Conditions.
17. Other provisions
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.
