1. General provisions

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1.1 Terms and Conditions

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These Terms and Conditions apply to the legal relationship / Agreement between you and iLedgends for the provision of Services by iLedgends B.V. (“iLedgends”), a licensed Electronic Money Institution. The Terms and Conditions govern, among other things, your application for the provision of Services by iLedgends (the phase when no Agreement has yet been formed) and the phase following written confirmation of acceptance by iLedgends (the phase when an Agreement has become effective). The Terms and Conditions additionally provide rules for terminating your Agreement with iLedgends.

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1.2 Other general conditions

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Other general conditions such as your general conditions or third party’s general conditions, are not applicable to the (legal) relationship between you and iLedgends, unless otherwise agreed in writing.

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2. Definitions and Interpretations

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2.1 Definitions

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In these Terms and Conditions the following capitalised words shall have the following meaning:

• Agreement, Merchant Agreement or Client Agreement means the agreement between you and iLedgends, comprising the merchant agreement, the Terms and Conditions, The Fee Schedule, including the specific conditions to the Payment Methods.
• Applicable Data Protection Law: the General Data Protection Regulation (GDPR; Regulation (EU) 2016/679), any local law of EU member states implementing the GDPR, or any other (local) law(s), or (local) regulations, policies, instructions, or recommendations of any competent supervisory authority applicable to the processing of personal data in connection with the performance of the Agreement, including any amendments, replacements, updates, or later versions of these laws and regulations.
• Application Form means the document provided by iLedgends to the Merchant for onboarding of this Merchant
• Balance means the amount held in a Bank Account of the Merchant with iLedgends at a certain given time and as presented by iLedgends
• Bank Account means the bank account in your name that you maintain with iLedgends and/or with a banking partner or credit institution designated by iLedgends in connection with the Services.
• Banking Partner means a financial institution, Credit Institution, bank or EMI with whom iLedgends has entered into a contract allowing clients of iLedgends to operate bank accounts provided by such Bank Partner.
• Electronic Money Institution (EMI) means an institution authorised or registered to issue electronic money and provide related payment services in accordance with laws and regulations as applicable in the Netherlands.
• Safeguarding means the statutory protection mechanism applicable to customer funds received in exchange for electronic money or in connection with payment services, whereby such funds are segregated from the own funds of iLedgends and held separately in accordance with applicable law and regulation.
• Stichting Derdengelden iLedgends means the foundation established for the sole purpose of holding safeguarded customer funds separately from the assets of iLedgends.
• Customer means your customer, this can also be referred to as end-customer.
• Customer Data means all personal data which is provided to iLedgends (or any processor engaged by iLedgends to process such personal data) by you in connection with the Agreement or in connection with the services provided by iLedgends under the Agreement involving you and / or your Customer, that is processed in accordance with data protection laws and regulations. 
• iLedgends Systems mean all those facilities automated or otherwise that iLedgends utilizes in the delivery of the Services including means of communication.
• Merchant or Client means any party that is entering the Agreement with iLedgends for the purposes of making use of the services of iLedgends. Also referred to as “you” in these Terms and Conditions
• Merchant Account or Client Account means your account with iLedgends for the settling of Transactions.
• Merchant Systems or Client System means any systems or facilities applied by the Merchant in connecting to and/or communicating with iLedgends.
• Multi-currency means a multi currency account allows you to make and receive payments in foreign currencies.
• Partner means any party iLedgends engages with in the execution of the Services.
• Party means you or iLedgends and Parties means you and iLedgends collectively, and in respect of applicable articles, the banking partner is deemed a Party and to be deemed to fall within the scope of Parties. The banking partner may be from time to time amended, with the consent of all Parties.
• Payment Data means all data specified on or linked to a Payment Instrument, including the Customer Data.
• Payment Instrument means a physical or digital tool, offered by iLedgends to the Client, as part of its services, — such as a credit card, debit card, e-wallet, or bank transfer procedure — used to initiate payments and transfer funds without using physical cash.
• Payment Method means a method used by a Customer to pay, such as a SWIFT, SEPA, Direct SEPA or any other methods which is offered and approved by iLedgends.
• Recall a reversal request for a wire transfer issued by a counterparty to a transaction.
• Refund means a repayment by or on behalf of you made to a counterparty in relation to a transaction.
• Reserve means the acceptable collateral provided by Merchant to iLedgends.
• Services means the activities performed by iLedgends for authorising, clearing, electronic money issuing and settling your Transactions, including any additional services that iLegends may have agreed with you in your Merchant Agreement.
• SEPA SEPA (Single Euro Payments Area) is a payment-integration initiative of the European Union for simplification of bank transfers denominated in euro.
• SWIFT The Society for Worldwide Interbank Financial Telecommunication (SWIFT), legally S.W.I.F.T.
• Terms and Conditions means these terms and conditions of iLedgends.
• Transaction means the payment transaction between you and a counterparty in connection with or as a consequence of a legal relationship with that counterparty and serving a legitimate purpose including for instance the supply of goods and/or services, donations, contributions or other ways of exchanging value.
• Transaction Data means all details related to the Transaction including the value of the Transaction.
• Transaction Service Fee means the fee that you have to pay to iLedgends for processing Transactions.‍
• User means any person gaining access via the Iledgends Systems operating the Bank Account on the part of and as a representative of the Merchant / Client.

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3. Formation Agreement

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3.1 Client acceptance process

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3.1.1 The Application Form Merchant Agreement  / Fee Schedule mentions the Payment Method(s) and Services that you apply for. iLedgends decides which of the Payment Methods or Services it shall offer to you because iLedgends (i) has to take into account its risk and acceptance policy and (ii) is bound by  legal requirements and statutory rules for client acceptance.

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3.1.2 In order to fulfil the client acceptance process, iLedgends relies on the data and documents as provided by you and as can be specified in the Merchant Agreement, questionnaires and any exchanges you may have with iLedgends from time to time inclusive of any materials, documents and data that are publicly available or made available to iLedgends at its request.

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3.2 Written Acceptance

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3.2.1 Upon you signing (physically or by electronic signature) the Merchant Agreement, the terms and conditions as mentioned in this Agreement become final. The delivery of services by iLedgends only becomes legally binding when iLedgends allows you to use one or more Payment Methods or Services, which will be confirmed to you in writing.

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4. Services

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4.1 iLedgends and Partners

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4.1.1 iLedgends provides the Services to you as a registered Electronic Money Institution. iLedgends may also make use of other suppliers, service providers, banking partners and financial institutions in order to provide the Services to you.

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4.1.2 In connection with the provision of its Services, iLedgends may cooperate with one or more banking partners and other regulated financial institutions. Where required by law or by operational setup, customer funds received in exchange for electronic money or in connection with payment services shall be held in accordance with requirements applicable to these banking partners or other regulated financial institutions.
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4.1.3 iLedgends is required to safeguard relevant customer funds in accordance with applicable Dutch and European laws and regulations. This means that such customer funds are held separately from the own funds of iLedgends and may not be used for the operational or corporate purposes of iLedgends.
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4.1.4 Relevant customer funds are held in segregated accounts in the name of Stichting Derdengelden iLedgends with ClearBank Europe N.V., a Dutch credit institution. These arrangements are intended to ensure that safeguarded customer funds remain separated from the assets of iLedgends.
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4.1.5 Customer funds safeguarded in this manner are not deposits and are therefore not protected under any deposit guarantee scheme, unless explicitly provided otherwise by applicable law.

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4.2 Website 

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4.2.1 You may only use the Services for the sales website(s), in the Merchant Agreement, or any other document or system accepted by iLedgends. Any use of the Services for any other website requires the prior written approval of iLedgends. iLedgends can withhold its approval on the basis of its risk and acceptance policy or to otherwise protect itself from any actual or potential risk. iLedgends may decide to withdraw its approval for the use of the Services for a sales venue at a later stage where circumstances change, such as the introduction of another product range.

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4.3 Payment Methods and Services

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4.3.1 At any time during the Agreement, you may (i) indicate that you no longer would like to use one or more Payment Methods or Services or (ii) apply for one or more additional Payment Methods or Services. For the use of additional Payment Methods or Services, iLedgends shall decide whether or not to allow such use, and inform you in writing. 

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4.3.2 A Partner may decide (i) that you are not or no longer eligible to use a specific Payment Method or (ii) to cease offering a specific Payment Method. iLedgends acts only as an intermediary for you with such a  Partner  and is therefore neither responsible nor liable to you for such decisions made and implemented by the Partner. 

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4.3.3 iLedgends may (i) also decide to cease offering a specific Payment Method or Service and/or (ii) cease or restrict your use of a Payment Method or Service if it believes there are good faith reasons for doing so,, or if iLedgends is required to do so under any national and international law and regulations or other conditions that apply to iLedgends and its partners. In these cases, iLedgends shall notify you accordingly.

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4.4 Availability

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4.4.1 iLedgends shall use its reasonable efforts to ensure that the Services are available to you. As the availability of the Services is also dependent on other parties, iLedgends cannot guarantee full availability of the Services.

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4.5 Your general obligations

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4.5.1 When entering into and during the term of the Agreement you must always provide iLedgends with full and accurate details (including information about the ultimate beneficiary owner(s) of your enterprise).

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4.5.2 You must promptly notify iLedgends of any changes in the data and documents provided by you during the onboarding or client (re)acceptance process, as part of the transaction monitoring performed by iLedgends or as specified in the Merchant Agreement. You must also provide all information requested by iLedgends from time to time. iLedgends’ right to request information includes for instance financial information (such as financial statements, annual management accounts and tax forms) and other information about your business (such as bank references). iLedgends may use this information for any legal or other purpose as imposed on iLedgends or in determining whether additional agreements or amendments to the Agreement are necessary, for instance where there has been or may be a change in your financial status.

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4.6.3 You must for the duration of this Agreement continuously hold all permits and authorisations you are required to have by national and international law and regulations to the conduct of your business and its related activities. You will inform iLedgends forthwith of any changes, suspensions, fines or penalties imposed on you by a relevant authority. The fact that iLedgends provides services to you does not imply that all of your required permits and authorisations are in place and/or that iLedgends has verified such.

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4.5.4 In the conduct of your business and the performance of your obligations under the Agreement, you must comply with applicable national and international laws and regulations, the Agreement, Regulations, instructions of national and international authorities (including supervising authorities) and any reasonable instructions given by iLedgends. It is your responsibility to acquaint yourself with all of your obligations under the applicable law and regulations. iLedgends is under no obligation to notify you of any changes that may arise in relation to any applicable law or regulations.

5. Technical connection and Security

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5.1 Connection 

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5.1.1 You may integrate your access to the iLedgends System with your own Merchant Systems. iLedgends is not responsible for having your Merchant Systems connecting with and/or operating in conjunction with the Iledgends System. You are responsible for such integration and the related costs. 

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5.1.2 You agree that the iLedgends System may be modified at any time by iLedgends. iLedgends is not responsible nor liable for any modifications to the Iledgends System and any consequences or changes this may require on your Merchant Systems.

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5.2 Security

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5.2.1 You shall ensure that the connections between your Merchant Systems  and the iLedgends systems are secure. You shall only gain access to the iLedgends Systems in a secure internet environment. 

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5.2.2 You shall ensure that the Merchant Systems use sufficient security features and you must implement sufficient security measures.

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5.2.3 The costs of the security features and security measures shall be your own financial responsibility. You shall act in compliance with our security instructions which are part of the connection process with the Iledgends System.

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5.2.4 You warrant that you shall regularly check all software and electronic files for viruses, using the most recent version of a reputable anti-virus programme and the most recent virus database. 

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5.2.5 You shall handle the security features with care and keep these confidential. 

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5.2.6 You shall immediately notify iLedgends if you or one of your employees (or other people working for you) becomes aware or suspects that any of the security features is compromised. In addition, you are required to change the security features immediately should a compromise arise.

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5.3 Means of authentication

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5.3.1 You are at all times personally responsible and liable for the use of the means of authentication provided or allocated to you for access to and use of the iLedgends Systems, such as passwords or authentication codes. 

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5.3.2 iLedgends may trust that any user identifying himself or herself as your specific contact person via means of authentication is indeed the person he or she professes to be and that he or she is authorised to represent you. You shall be bound by any messages that are sent to iLedgends using the means of authentication provided or allocated to you by iLedgends. 

5.3.3 iLedgends may trust that any User is authorised to operate the Bank Account in accordance with the account settings as implemented in the system as provided by iLedgends and iLedgends is not obligated to any extent to check the authority of that person or any limitations imposed on that person's authority. 

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5.3.4 You shall promptly notify iLedgends if you become aware or have reason to suspect that unauthorised persons have obtained access to the means of authentication to use the iLedgends Systems or that these means of authentication have been abused in any other way. In addition, you shall immediately take effective steps yourself to address such unauthorised access or abuse.

6. Transactions 

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6.1 Permitted transactions

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6.1.1 You may only use a Payment Method for the Transactions that are agreed upon with iLedgends, as specified in the Merchant Agreement, or any other document or system accepted by iLedgends. Using Payment Methods for other purposes, requires the written approval of iLedgends. You are not permitted to use a Payment Method on behalf of a third party.

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6.1.2 You may not offer any goods and/or services and Transactions that are contrary to national and international law and regulations, public morality and/or public order and/or that may damage the reputation of iLedgends.

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7. Processing Transactions

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7.1 Acceptance an non-acceptance

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7.1.1 You are not allowed to accept a payment using a Payment Instrument if you suspect abuse of the Payment Instrument. You have a duty to investigate any suspicious activities relating to a Payment Instrument in accordance with AML/CTF regulations.

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7.2 Submitting transaction data

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7.2.1 You must submit Transaction Data to iLedgends for each Transaction that you submit to iLedgends. You guarantee that all submitted Transaction Data are accurate and complete. You also guarantee that the Transaction has been completed in accordance with the conditions of this Agreement and the applicable Regulations.

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7.3 Retaining Transaction Data

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7.3.1 You must at all times be able to offer proof that the Customer has approved a Transaction. To this end you are to retain the originals and/or copies of the Transaction Data. 

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7.3.2 When asked by iLedgends, you shall produce evidence and underlying documents of any Transaction disputed by a Customer. If you had not yet received the amount in relation to the disputed Transaction, iLedgends shall not be required to pay out such amount to you. 

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7.4 Additional requirements

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7.4.1 iLedgends may stipulate additional requirements for the Transactions that you can submit to iLedgends under this Agreement. An example is setting a limit on Transactions (minimum and maximum amounts, but also the number of Transactions per unit of time). iLedgends may implement and/or amend these requirements upon notice to you. If urgent circumstances demand immediate implementation, iLedgends may implement and/or amend such requirements prior to notification to you.

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8. Recalls 

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8.1. Eligibility for Recall

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8.1.1 Only your authorized representatives are eligible to request a Recall.

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8.1.2 You must provide sufficient evidence and documentation to support the Recall request, including but not limited, Transaction Data, beneficiary or counterparty information, and any other relevant evidence as required by iLedgends.

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8.1.3 iLedgends reserves the right to assess each Recall request on a case-by-case basis and may deny the request if the provided evidence is insufficient or if the Customer fails to meet the eligibility criteria.

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8.2. Recall Process (outgoing payments)

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8.2.1 To initiate a Recall, you must notify iLedgends through the contact functionality on the iLedgends website after the wire transfer has been executed.

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8.2.2 iLedgends will use its best efforts to process Recall requests promptly; however, the success of the Recall depends on various factors, including but not limited to the speed of communication with correspondent banks and the receiving institution.

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8.2.3 You acknowledge that iLedgends cannot guarantee a successful Recall and will not be liable for any losses or damages resulting from an unsuccessful Recall.

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8.3. Fees and Charges

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8.3.1 You shall bear all costs associated with the Recall process, including but not limited to fees charged by correspondent banks or any other intermediaries involved in the Recall.

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8.3.2 iLedgends may charge a processing fee for handling Recall requests, the amount of which shall be communicated to you at the time of initiating the Recall.

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8.4. Client Responsibilities (outgoing recall requests)

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8.4.1 You shall promptly provide all necessary information and documentation required to process the Recall.

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8.4.2 You acknowledge that iLedgends relies on the accuracy and completeness of the information provided for processing the Recall and shall not be responsible for any delays or errors caused by inaccurate or incomplete information.

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8.4.3 You shall indemnify and hold iLedgends harmless from any claims, losses, or damages arising from providing incorrect or misleading information related to the Recall.

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8.5. Incoming Recall Requests (Funds Received into Your Account)

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8.5.1 Where iLedgends receives a recall request, return of funds request, or similar instruction from a sending institution, correspondent bank, or payment scheme in respect of funds credited to your account, iLedgends shall notify you without undue delay, unless legally restricted from doing so.
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8.5.2 You acknowledge and agree that iLedgends may, without prior notice where necessary, temporarily restrict, block, or earmark the relevant funds in your account pending investigation of the recall request, including for the purposes of fraud prevention, compliance with legal obligations, or cooperation with payment service providers.
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8.5.3 You shall promptly (and in any event within the timeframe communicated by iLedgends):

• confirm whether you consent to the return of funds;
• provide any information or documentation reasonably requested by iLedgends in relation to the transaction; and
• where applicable, you may dispute the recall request, provided that such dispute is supported by sufficient evidence demonstrating your entitlement to the funds, including but not limited to contractual documentation, proof of delivery of goods or services, or other relevant supporting materials.

8.5.4 Where you consent to the return of funds, iLedgends is authorized to debit your account and return the funds to the originating institution without further instruction.
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8.5.5 Where you do not respond within the specified timeframe, iLedgends may, acting reasonably and in accordance with applicable laws and scheme rules:

• Treat such non-response as refusal; or
• Proceed with further actions as required under legal or regulatory obligations.

8.5.6 Notwithstanding any dispute raised by you, iLedgends reserves the right, at its sole discretion, to return the funds subject to the recall request and debit your account where iLedgends determines that:

• the recall request is valid or justified;
• there are indications of fraud, error, or unauthorized transaction;
• iLedgends is required or requested to do so under applicable law, regulation, or by a competent authority; or
• such action is required or supported under applicable payment scheme rules or safeguarding obligations.

You acknowledge that iLedgends is not required to adjudicate disputes between you and the originating party.

8.5.7 You acknowledge that, in certain circumstances, iLedgends may be legally required to return funds without your consent, including but not limited to:

• Proven fraud or unauthorized transactions
• Orders or instructions from competent authorities
• Obligations under anti-money laundering laws, including the Dutch WWFT
• Applicable payment scheme rules

8.5.8 You shall ensure that sufficient funds remain available in your account to enable the return of funds subject to a recall request. iLedgends shall not be liable where funds are unavailable due to prior withdrawal, transfer, or use.
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8.5.9 If funds subject to a recall request have already been withdrawn or transferred, you shall:

• Immediately reimburse iLedgends upon request; and
• Cooperate fully in any recovery efforts.

8.5.10 iLedgends reserves the right to debit your account without prior consent where:

• You have previously consented to such debit; or
• iLedgends is required to do so by law, court order, regulatory authority, or binding payment scheme rules.

8.5.11 You acknowledge that refusal to return funds that are proven to be fraudulent, erroneous, or unlawfully received may result in:

• Account restrictions or suspension
• Reporting to competent authorities,
• Termination of the business relationship

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8.6. Limitation of Liability

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8.6.1 iLedgends  shall not be liable for any losses or damages, whether direct, indirect, incidental, or consequential, arising from or related to the Recall, including but not limited to loss of funds, business interruptions, or reputational damage.

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8.6.2 iLedgends’ liability, if any, shall be limited to the amount of the original wire transfer subject to the Recall.

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9. Financial Arrangements

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9.1 Fees

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9.1.1 You shall be liable to iLedgends for all the fees for all the Services provided to you. The fees are set out in the Fee Schedule signed by the Merchant and all payment conditions for the Services provided to you by iLedgends are set out in the Merchant Agreement, as agreed by iLedgends and the Merchant in writing. 

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9.1.2 iLedgends is entitled to revise its fees at all times. iLedgends shall notify the Merchant of revisions at least 30 days before they come into effect. If a change in a fee is detrimental to you, you may terminate the Agreement by notice in writing to iLedfends within 30 days after the notification. If you have not terminated the Agreement within such period, you will be deemed to have accepted the revision. iLedgends is entitled to revise its fees with retroactive effect for a period of 12 months. iLedgends may only invoke this right to revise the fees if the turnover, as a total or at a per Payment Method level, deviates at least 10% during any period of 3 months from what was expected (as indicated by you in the Merchant Agreement, Application Form, or any other document or system accepted by iLedgends).

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9.2 Your payment obligations

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9.2.1 Under the Agreement, you are obliged to pay iLedgends, among other things, the following amounts: 

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9.2.1.1 The fees relating to Services.

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9.2.1.2 All amounts which you owe to iLedgends due to fines or charges that have been imposed on iLedgends and/or amounts that have been claimed by iLedgends by way of compensation because you have acted in breach of the Agreement. 

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9.2.1.3 The reasonable costs which iLedgends incurs in managing the Merchant Account. 

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9.2.1.4 Any other costs as mentioned in the Agreement and/or Fee Schedule.

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9.3 Collateral

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9.3.1 Upon request of iLedgends, you are obliged to provide additional collateral for your obligations under the Agreement. The additional collateral may also relate to any future amounts you may owe (for instance fines, adjustments and liability for damage). iLedgends shall decide about the form of the collateral, such as a parent guarantee. iLedgends shall also decide the amount of the collateral for example based on your risk profile.

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9.3.2 If, when concluding the formation of the Agreement, iLedgends stipulates collateral, iLedgends shall only be obliged to provide Services after it has actually received this collateral. 

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9.3.3 iLedgends can also demand and hold a Reserve. The Reserve can be a fixed amount, but can also vary depending on the total of Transactions processed for you. Any credit, or other amount payable by iLedgends to you under the Agreement, may be used by iLedgends to establish and maintain a Reserve. 

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9.3.4 The Balance shall be blocked for the amount of the Reserve. The balance less the Reserve is the available balance for the Merchant. If at any time the Balance drops below the amount of the Reserve, you are obliged to top back up the Bank Account immediately to at least the amount of the Reserve.

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9.4 Safeguarding of customer funds

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9.4.1 To the extent required under applicable law and regulation, funds received from or for you in exchange for electronic money issued by iLedgends, or otherwise in connection with regulated payment services, shall be safeguarded.
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9.4.2 Safeguarded funds shall be held separately from the own funds of iLedgends in segregated accounts in the name of Stichting Derdengelden iLedgends with ClearBank Europe N.V., a Dutch credit institution.
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9.4.3 You acknowledge and agree that safeguarded funds are held solely for the purpose of complying with applicable safeguarding requirements and that such funds shall not form part of the general assets of iLedgends.
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9.4.4 Nothing in the Agreement shall be interpreted as creating a deposit relationship with iLedgends. Funds held in connection with the Services are safeguarded in accordance with applicable law, but are not protected as bank deposits.

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10. Suspension by iLedgends

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10.1 Suspension

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10.1.1 iLedgends may suspend payments, the processing of Transactions,  issuance of electronic money, its Services and/or its obligations, wholly or in part, with immediate effect if: 

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10.1.1.1 Your assets held by iLedgends are seized in pre-judgment attachment or attachment in execution; 

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10.1.1.2 You or a Customer have been involved or iLedgends suspects your involvement in fraudulent acts or in any other way of acting in contravention of law and regulations and/or the regulations; 

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10.1.1.3 iLedgends knows that you have failed or suspects that you may have failed to comply with one or more of your obligations under the agreement, for example in case of Recalls; 

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10.1.1.4 iLedgends believes this is necessary in order to ensure the security and integrity of iLedgends systems or iLedgends’ reputation; 

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10.1.1.5 iLedgends believes there are other good faith reasons to do so, such as unauthorised use of means of authentication or instructions of a regulator and/or other authorities to suspension; 

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10.1.1.6 The level of Recalls is excessive, as defined by iLedgends internal policy, which is communicated to you, and can be changed from time to time.; 

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10.1.1.7 Any transaction is or may be subject to fraudulent or other unlawful activity; and/or 

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10.1.1.8 iLedgends shall notify you as soon as possible after any of these instances occur, stating the reasons (if possible). iLedgends may make the ending of the suspension subject to conditions. iLedgends shall not be obliged to pay any compensation for any suspension by iLedgends under the agreement.

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11. The Agreement

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11.1 Duration and termination

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11.1.1 Unless otherwise stipulated in the Merchant Agreement, the agreement is concluded for an indefinite period of time. You or iLedgends can terminate the agreement without cause by giving 30 days prior written notice to the other Party.

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11.2 Termination in special cases

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11.2.1 Either you or iLedgends may at all times terminate the agreement by written notice if: 

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11.2.1.1 The other party fails to perform one or more material obligations under the agreement despite a notice of default with a 30 days cure-period. If the default is not curable within that period, it is considered a non-curable default. 

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11.2.1.2 The other party is declared bankrupt, is granted moratorium or if comparable insolvency proceedings are applicable to the other party; 

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11.2.1.3 It has reasonable grounds to assume that the other party may be declared bankrupt, may be granted moratorium or insolvency proceedings may become applicable to the other party;

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11.2.2 Additionally, iLedgends may at all times terminate the agreement by written notice if: 

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11.2.2.1 You do not comply with instructions received from iLedgends in connection to the performance of your obligations under the agreement, including instructions about (sensitive) payment data; 

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11.2.2.2. Circumstances occur that in iLedgends (and/or partners of iLedgends) opinion may increase the risk of recalls or may present a financial, reputational, or security risk for iLedgends for any other reasons;

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11.2.2.3 You have during a period of 30 days a negative Balance in your merchant account or the amount of the Reserve is not met. 

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11.2.3 This is demanded of iLedgends (and/or partner of iLedgends) under the Regulations, by a (supervisory) authority, such as the Dutch Central Bank.

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11.2.4 If you do not use the services for a period of at least 3 months; and/or.

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11.2.5 There is another material reason of such nature that iLedgends can no longer reasonably be required to continue the Agreement.

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11.3 Termination of the agreement

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11.3.1 In order to terminate the agreement, you must send a notification via regular mail to iLedgends’ address or via e-mail to the e-mail address dedicated for this purpose as designated by iLedgends. iLedgends will confirm receipt of such notification within 3 business days upon receipt thereof. 

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11.3.2 If you would like to terminate the agreement, the agreement ends 30 days after iLedgends confirms receipt of your notification of termination. 

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11.3.3 If iLedgends would like to terminate the agreement, the agreement ends 30 days after written notice is given to the address as indicated by you in the Application Form.

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11.4 Effects of the termination of the Agreement

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11.4.1 As soon as the agreement ends, you shall cease doing everything you are allowed to do under the agreement. 

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11.4.2 After termination of the agreement, the mutual obligations that exist at the time of termination continue in force. Specifically,  recalls, fees, claims, fines and collateral. Confidentiality in storing data shall continue in effect.

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11.4.3 iLedgends shall not be obliged to pay any compensation for any damage that arises when iLedgends has validly terminated the agreement. 

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11.4.4 Access to Transaction Data after the end of the agreement shall be provided by iLedgends at your request. 

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11.4.5 The following applies to the reserve and any other collateral granted by you:

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11.4.5.1 After termination of the agreement, the Reserve and other collateral shall remain at the disposal of iLedgends until all of your liabilities have been discharged under the agreement and there is no risk that, for instance because of Recalls, you will have any payment obligations towards iLedgends;

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11.4.5.2 Release of the Reserve and other collateral shall in no event be earlier than 60 days after the ending of the agreement;

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11.4.5.3 iLedgends may at its sole discretion release a part of the Reserve and/or other collateral, for example in circumstances where your existing and future liabilities under the Agreement have significantly decreased or if you have provided sufficient replacing collateral;

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11.4.5.4 If, at any time, the Reserve or other collateral appears to be insufficient to fulfil your payment obligations, you are obliged to pay the difference, plus any associated costs made by iLedgends, immediately to iLedgends; 

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11.4.5.5 As soon as there is no risk that you will have any payment obligation towards iLedgends, for example because of a Recall, and all of your liabilities have been discharged under the Agreement, iLedgends will release the amount of the Reserve and other collateral available as soon as possible;

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11.4.5.6 After termination of the agreement, iLedgends shall be entitled to communicate the termination and the reasons thereto to any authority, supervisory authorities or any other law enforcement or investigating body;

11.4.6 iLedgends does not owe you compensation for the early termination if you exercise this right.

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12. Assignments of rights and obligations

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12.1 You are not allowed to assign your rights and obligations under the Agreement, wholly or in part, to third parties or to pledge them, without the prior written approval of iLedgends. 

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12.2 iLedgends may assign its rights and obligations under the agreement to third parties. iLedgends must inform you in writing about such assignment a reasonable time prior to the effectuation of such assignment, stating the date on which it shall take place. Such prior notification is not required if iLedgends assigns its rights and obligations under the agreement to an affiliate. If an assignment takes place, you shall reasonably cooperate to effectuate the assignment. If you do not agree with the assignment, you shall be entitled to terminate the agreement.

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13. Revisions and additions

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13.1 iLedgends may at all times revise and/or supplement the Agreement. 

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13.2 Any revisions and additions to the agreement shall be binding on you within 30 days after written notification to you. 

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13.3 If you do not accept the revisions and/or additions, you will inform iLedgends accordingly in writing within 30 days after iLedgends’ notification in order to terminate the agreement. If you have not terminated the agreement within such a period, you will be deemed to have accepted the revisions and/or additions.

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14. Continued effect of provisions and validity

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14.1 If any of the provisions of the agreement are null and void or declared invalid, the other provisions of the agreement shall remain fully applicable. In this event, iLedgends shall make a proposal to substitute provision(s) that is/are valid and that coincide(s) with the purport of the substituted provision(s) as closely as possible.
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14.2 The termination, expiration, or cancellation of the Agreement for any reason shall not affect any rights, obligations, or liabilities of the Parties which:

• have accrued prior to such termination; or
• are expressly or by their nature intended to survive termination.

14.3 Without limitation, the following provisions shall survive termination of the Agreement:

• Fees, costs, and payment obligations (including outstanding balances);
• Liability, indemnity, and limitation of liability provisions;
• Confidentiality and data protection obligations;
• Compliance with applicable laws and regulations, including anti-money laundering obligations under applicable legislation;
• Record-keeping and audit rights;
• Complaints handling and dispute resolution provisions;
• Governing law and jurisdiction;
• Any provisions relating to safeguarding, reconciliation, and return of funds;
• Any provisions relating to Recalls and recovery of funds.

14.4 Following termination, iLedgends shall be entitled to:

• Retain and process relevant data as required to comply with legal and regulatory obligations, including obligations under anti-money laundering laws and reporting requirements to competent authorities;
• Retain records for statutory retention periods;
• Take any actions necessary to safeguard funds, complete pending transactions, or return funds to the Customer or rightful beneficiaries.

14.5 Termination of the Agreement shall not release you from any obligations or liabilities incurred prior to termination, including obligations arising from unauthorized transactions, Recalls, or misuse of the Services. 

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15. Liability

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15.1 Liability, fines, levies and damage

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15.1.1 You shall be liable to iLedgends for any damage suffered by iLedgends as a result of your acts or omissions including without limitation all losses arising from or in (i) connection with any transaction or any other dealing between you and a Customer; (ii) any (regulatory) authority imposing a fee, fine, penalty or charge on iLedgends which is attributable to you; (iii) any loss of payment data or Transaction Data by you; (iv) Customer Data use; (v); Any act or omission of any of your agents, suppliers or any other third party including, without limitation, any a payment service provider engaged by you; and (vi) any breach of applicable laws by you. 
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15.1.2 You shall be similarly liable for the acts or omissions of your employees, auxiliary staff and other third parties engaged by you. You agree to indemnify iLedgends against any third-party claims that are in any way related to the Agreement, including claims of third parties which relate to infringement of intellectual property rights. You are liable for all damage suffered by iLedgends for such claims, including lawyer’s fees and all other costs and expenses which are arise as a result of legal proceedings.

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15.1.3 The liability of iLedgends shall in any event be limited to (i) twenty thousand euros (€ 20,000) or, if less, (ii) the amount of the fees received by iLedgends under the agreement in the immediately preceding twelve months.

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15.1.4 iLedgends shall only be liable for failures on its part that are intentional or due to gross negligence. Any other liability is excluded. iLedgends shall never be liable for any increased costs, loss of profit, loss of business, loss of goodwill, loss of data, consequential loss, loss of revenue and anticipated savings. iLedgends shall also never be liable to you for the acts of third parties. 

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15.1.5 The liability of iLedgends to you shall lapse if you have not held iLedgends liable in writing within two months after you have become aware of the damage, unless an authorised person has admitted liability on behalf of iLedgends in writing prior to end of this two months’ period. 
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15.1.6 A Partner may impose fines and/or levies on iLedgends or claim damages, among other things, if you act in breach of the provisions of the agreement. These fines, levies, and damages shall be immediately due and payable by you to iLedgends. The same applies if a regulator and/or authorities seeks to recover fines and levies from iLedgends or claims damages if you act in breach of the provisions of the agreement.

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15.2 Confidentiality; storing data

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15.2.1 The parties undertake to keep confidential all information they obtain about the other party or a customer that is of a confidential nature, except where necessary for the performance of the agreement or within the scope of the purposes authorised in the agreement. Information of a confidential nature includes, for example, information in relation to the organisation, business operations and financial affairs of your enterprise or those of iLedgends, or information in relation to the customer. You have to observe all statutory and other applicable rules in this regard. 

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15.2.2 You shall immediately, and in any case within 12 hours, notify iLedgends of any (potential) accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, access to, or theft of personal data, payment data, transaction data or other payment security breaches. You shall provide all information requested by iLedgends and follow all directions and instructions given by iLedgends or other authorised parties, including the supervisory authorities, and Partners of iLedgends to limit further damage and risks, including the prevention of new incidents. 

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15.2.3 You shall take all steps to ensure compliance with the confidentiality obligations under this article by your employees and/or other people working for you as well. You are liable if these people act in breach of these confidentiality obligations. 

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15.2.4 You shall not retain payment data any longer than is strictly necessary. You shall destroy the data as soon as it is no longer needed. 

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15.2.5 This article shall not apply in a case where a Party has a statutory obligation to provide information, if a competent authority has requested to provide information or if the information is already public.

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16 Force Majeure

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16.1 iLedgends shall not be liable for any failure to perform its obligations in the event of force majeure. Events of force majeure include failures with third parties or Partners where iLedgends relies on to fulfil their obligations towards iLedgends. If new and/or amended law, regulations and/or regulations prevent the execution of Transactions, this shall be considered an event of force majeure affecting iLedgends.

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16.2 In the event of force majeure, iLedgends shall take every measure it may reasonably be expected to take to limit the adverse effects thereof for you.

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17. Complaints

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17.1 Customer Complaints

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17.1 iLedgends is not a party to the agreement concluded between you and your Customer. You shall settle any complaints about delivered or undelivered goods and/or services by you to your customer directly with the Customer, without the intervention of iLedgends.

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17.2 Disputes with customers

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17.2.1 If a Customer submits a claim against iLedgends, you agree to indemnify iLedgends in respect of all related costs and damages. This indemnification does not apply to the extent that the costs and damage are the result of gross negligence by iLedgends with respect to meeting its obligations under the Agreement. 

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17.2.2 iLedgends may at its own discretion decide whether or not to put forward defences against a claim submitted by a Customer against iLedgends. iLedgends may also at its own discretion decide to settle with the Customer. These decisions shall be binding on you and you shall indemnify iLedgends.

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17.3 Your complaints

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17.3.1 Your complaints will be handled by iLedgends provided that iLedgends’ complaints procedure is followed. The complaints procedure can be found on the website of iLedgends.

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18. Questions about safeguarding

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18.1 If you have any questions regarding the safeguarding of customer funds, you may contact iLedgends through the contact details published on its website.

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19. Inspections

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19.1 By iLedgends

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19.1.1 iLedgends may subject you to an unannounced audit. iLedgends may instruct a third party to conduct the audit. You shall cooperate in the conduct of the audit, which includes you granting access to the relevant premises, information and Merchant Systems.

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19.1.2 If it appears that you have materially failed to fulfil any of your obligations under the agreement, iLedgends may charge you the reasonable costs of the audit.

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19.1.3 Upon request of iLedgends, you shall cooperate with any investigation to establish whether a transaction was or may have been completed using illegal sources.
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19.2 By third parties

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19.2.1 You must cooperate with any investigations conducted by or on behalf of supervisory authorities and/or Partners of iLedgends. If you are approached for such investigation, you shall immediately notify iLedgends thereof unless such is prohibited by law. You shall follow all reasonable instructions given to you by iLedgends in these circumstances.

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20. Intellectual property, confidentiality, and privacy

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20.1 Intellectual property; right of use

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20.1.1 All intellectual property rights to the services, the iLedgends systems and other programmes, websites, databases, materials, such as documentation, reports are reserved to iLedgends, its Partners or its licensors.
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20.2 Confidentiality; storing data

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20.2.1 The Parties undertake to keep confidential all information they obtain about the other Party or a Customer that is of a confidential nature, except where necessary for the performance of the agreement or within the scope of the purposes authorised in the Agreement. Information of a confidential nature includes, for example, information in relation to the organisation, business operations and financial affairs of your enterprise or those of iLedgends, or information in relation to the Customer. You have to observe all statutory and other applicable rules in this regard. 

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20.2.2 You shall immediately, and in any case within 12 hours, notify iLedgends of any (potential) accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, access to, or theft of personal data, payment data, Transaction Data or other payment security breaches. You shall provide all information requested by iLedgends and follow all directions and instructions given by iLedgends or other authorised parties, including the supervisory authorities, and Partners of iLedgends to limit further damage and risks, including the prevention of new incidents. 

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20.2.3 You shall take all steps to ensure compliance with the confidentiality obligations under this article by your employees and/or other people working for you as well. You are liable if these people act in breach of these confidentiality obligations. 

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20.2.4 You shall not retain payment data any longer than is strictly necessary. You shall destroy the data as soon as legal obligations no longer require retention of these data. 

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20.2.5 This article shall not apply in a case where a Party has a statutory or legal obligation to provide information, if a competent authority has requested to provide information or if the information is already public.
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20.3 Intellectual property; right of use

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20.3.1 iLedgends acts as a data controller as defined in the GDPR, processing customer data. Each of the Parties warrant that it shall process the personal data processed within the context of the performance of the Agreement in compliance with applicable data protection law. This means, inter alia, that you shall implement adequate security measures to prevent loss of or unauthorised access to Customer data or any other form of unlawful processing, and inform Customers, your employees and other persons working for you, on the processing of their customer data by iLedgends in the context of the performance of the Agreement. You shall be solely responsible for obtaining the consent of the Customers, employees and other persons working for you, and relevant ultimate beneficiary owners, if required, for the collection or use of Customer data, including payment data and Transaction Data, in accordance with applicable data protection law. 

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20.3.2 Each Party will provide the other Party with such assistance and co-operation as that Party reasonably requests to enable the requesting Party to comply with any obligations imposed on it by applicable data protection law in relation to the processing of the customer data. A Party will be entitled to refuse or limit its assistance where the requesting Party is in the position to fulfil the obligations without that Party’s assistance.

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20.3.3 You, as the Merchant, are the party that has direct contact with your customer, employee or other persons working for you. Therefore, you shall, also on behalf of iLedgends, provide your Customer and, where relevant and if any, employee, other persons working for you, and your business’ ultimate beneficiary owners whose data are provided to iLedgends for entering into or the performance of the agreement, with all necessary information on the processing of their data in accordance with applicable data protection law. You will inform the Customer, employee or other persons working for you, or ultimate beneficiary owners of your business inter alia that (i) iLedgends is a controller in relation to the processing of their data, (ii) which data will be processed, (iii) what the purposes are for the data processing activities, and (iv) any other information necessary under applicable data protection law, including the information referred to in articles 13 and 14 of the GDPR. You will follow our reasonable instructions in respect of the processing of customer data by iLedgends and will bring iLedgends’ privacy notice, as published on iLedgends’ website, to the attention of the customers, employees or other persons working for you and ultimate beneficiary owners of your business.

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20.3.4 You shall inform iLedgends without undue delay if a Customer, or your employee or other persons working for you, an ultimate beneficiary owner or other data subject exercises, or seeks to exercise, its rights of access, rectification, erasure, objection, the right to restriction of processing, the data portability right, or the right to object an automated individual decision-making, as well as other rights recognised by applicable data protection law, or files a complaint or claim that is related to the processing of their personal data by iLedgends. You will also follow iLedgends’ reasonable instructions in the context of handling such requests, complaints, or claims.

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20.3.5 Unless expressly stated otherwise in the Agreement, in the event of any conflict between the other provisions of the Agreement and the section 20.3 of these terms, the section 20.3 prevails. 

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20.3.6 All notices and other communications between the parties in respect of this article must be provided by email to: (a) in the case of iLedgends, the e-mail address dedicated by iLedgends (support@iLedgends.com) for this purpose and (b) in the case of you, via your e-mail address known to iLedgends, except formal notices in legal proceedings or termination which must be provided in accordance with the notice provisions in the Terms and Conditions.

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20.4 Data use

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20.4.1 Any information that you provide to iLedgends (other than Customer Data) may be used by iLedgends (or any of its affiliates) for one or more of the following purposes:

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20.4.1.1 to assess applications for services that you have requested; 

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20.4.1.2  To extend the scope of services iLedgends may wish to make available to you from time to time; 

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20.4.1.3  To manage accounts and policies and to make decisions on questions arising from any application, agreement or correspondence which you may have with iLedgends; 

‍20.4.1.4 To conduct, monitor and analyse the business relationship with you; 

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20.4.1.5 Any assessment by iLedgends or any of its affiliates of your risk profile, or the financial or operational condition of your business. In respect of customer data, the privacy notice provides for which purposes iLedgends may use such data. 

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20.4.2 Any information that you provide to iLedgends (other than customer data) may be disclosed to the following: 

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20.4.2.1 iLedgends or its respective employees or affiliates (or any employees of its affiliates); 

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20.4.2.2 Any agents or subcontractors of iLedgends; 

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20.4.2.3 Anyone to whom iLedgends proposes to transfer any of their respective rights and/or responsibilities under any agreement they may have with you; 

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20.4.2.4 Anyone in order to comply with any applicable statutory requirements applicable to iLedgends or their affiliates;

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20.4.2.5 Anyone to whom you have consented to disclose such information to. In respect of customer data, the privacy notice provides to which parties the data may be disclosed. 

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20.4.3 iLedgends (and its respective employees and affiliates) may search the records of credit reference agencies and fraud prevention agencies on you and people financially linked to your enterprise. iLedgends is doing so with a view to making credit and/or business decisions about you and/or managing the Merchant Account and with a view to fraud prevention, debtor tracing, debt collection and credit claims.

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20.4.4 iLedgends may also disclose any information provided by you (other than customer data) to its respective agents, to its affiliates, the police, partners, supervisory authorities, or any other law enforcement or investigating body for use in the prevention or detection of fraud or other criminal activity, or to any credit reference agency which iLedgends also use(s) as a source of information. In respect of customer data, the privacy notice provides to which parties the data may be disclosed.
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21. Representation

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21.1.1 If iLedgends receives a notice from you (irrespective the form of such notice), iLedgends may verify whether the sender of such notice is authorised to represent you. iLedgends can verify this among other things via information filed with the relevant trade register, such as the Dutch Chamber of Commerce (Kamer van Koophandel), power of attorney or any similar organisation. Or via a list of authorised individuals that has been provided to iLedgends by you. iLedgends may assume that a power of attorney circulated to iLedgends remains in full force and effect, until iLedgends receives a written notice that such power of attorney has been withdrawn. iLedgends may also assume that all individuals listed as authorised individuals remain authorised to represent you, until you inform iLedgends otherwise in writing. A written notice in respect of a withdrawn power of attorney or an amended list of authorised individuals will have effect once iLedgends confirms receipt of such notice and change in writing. 

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21.1.2 If iLedgends receives a notice from an individual of which iLedgends may assume that he is authorised to represent you, iLedgends may act on such notice.

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22. Amendments to the Terms and Conditions

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22.1 Right to Amend iLedgends reserves the right to amend, modify, or update these Terms and Conditions, as well as any related policies or documents forming part of the Agreement, from time to time, including where such amendments are required to:

• comply with applicable laws, regulations, or regulatory guidance;
• reflect changes to the Services, systems, or operational processes;
• address security, risk management, or fraud prevention requirements; or
• improve clarity or customer experience.

22.2 Notification of Changes iLedgends shall notify the Customer of any material amendments in advance through appropriate communication channels, including but not limited to:

• email;
• notification via the iLedgends platform; or
• publication on the iLedgends website.

22.3 Notice Period Unless a shorter period is required by law or regulatory obligation, amendments shall enter into force one month after notification to the Customer.
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23. Final provisions

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23.1 General

23.1.1 The Agreement constitutes the entire agreement between you and iLedgends for the Services. The Agreement replaces all previous agreements and arrangements between you and iLedgends. 

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23.1.2 The Agreement may be implemented by the parties (or one of them) by means of an electronic signature (both digital and encrypted), which shall have the same validity as a written signature. 

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23.1.3 An electronic signature constitutes any form of electronic authentication, symbol, or process made available or otherwise approved by iLedgends for the purpose of signing the Agreement.

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23.1.4 iLedgends B.V. acts as a registered Electronic Money Institution and provides its Services subject to applicable Dutch and European financial services laws and regulations.

23.2 Applicable law; competent court

23.2.1 The Agreement is subject to Dutch law. In the first instance, only the court of Amsterdam has exclusive jurisdiction to hear disputes between the parties arising from the Agreement. However, iLegends can also initiate legal proceedings against you before the court where you are established or where your office is registered.

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