Terms & Conditions
1. Who we are
The services described herein are provided by NEXTEP SOLUTIONS SRL, a limited liability company incorporated under Belgian law, with its registered office at Avenue Charles-Quint 584, 1082 Berchem-Sainte-Agathe (Belgium), registered with the Crossroads Bank for Enterprises (BCE/CBE) under number 0807.560.929, VAT BE 0807.560.929.
Nextepay ("Next Electronic Payment") is the brand and trade name under which Nextep Solutions SRL markets its payment-acceptance solution. In these terms, "Nextepay" and "we" refer to Nextep Solutions SRL.
Contact: hello@nextepay.com — [phone number]. Official website: https://www.nextepay.com — Nextepay space (application): https://app.nextepay.com.
2. Definitions
For the purposes of these terms: the "Merchant" means any legal entity or natural person acting for professional purposes who opens a Nextepay account; the "Services" means the payment-acceptance solutions offered by Nextepay (payment links, QR codes, e-commerce module, Tap to Pay application, payment terminal, Nextepay space, API and related services); the "Acquirer" means the payment institution authorised in the European Union with which Nextepay works for the acquiring of payment transactions, whose identity is communicated to the Merchant during the account-opening process and appears in the Acquirer's terms; the "Schemes" means the card and payment networks (Bancontact, Visa, Mastercard, Apple Pay, Google Pay, etc.); the "Nextepay space" means the management interface made available to the Merchant at https://app.nextepay.com; the "Special Terms" means any quotation, order form, partner agreement or specific terms concluded in writing between Nextepay and the Merchant.
3. Purpose and scope
These terms and conditions (the "Terms") govern access to and use of the Services. They apply to the exclusion of any general or special terms of the Merchant, even if communicated subsequently, unless expressly accepted by Nextepay in writing.
The Services are reserved for business users. By opening an account, the Merchant confirms that it acts exclusively for professional purposes and does not qualify as a consumer within the meaning of the Code of Economic Law.
In the event of conflict, the documents prevail in the following order: (i) the Special Terms, (ii) these Terms, (iii) the documentation published on the website. The Acquirer's terms referred to in article 6 govern, for their part, the relationship between the Merchant and the Acquirer.
4. Acceptance and conclusion of the contract
The contract is concluded at a distance, by electronic means, when the Merchant completes the account-opening form and accepts these Terms, and Nextepay confirms the opening of the account after the checks described in article 5. Nextepay reserves the right to refuse an account-opening request without having to give reasons for its decision, in particular for compliance or risk reasons.
Acceptance by electronic means (checkbox, electronic signature, use of the Services) has the same value as a handwritten signature. The Merchant waives any right to rely on the absence of a paper document.
5. Account opening and verifications (KYC/KYB)
The opening and maintenance of an account are subject to identity, representation and compliance checks (knowledge of the customer and its beneficial owners), in accordance with the Belgian law of 18 September 2017 on the prevention of money laundering and terrorist financing and with the requirements of the Acquirer and the Schemes.
The Merchant undertakes to provide accurate, complete and up-to-date information, as well as any supporting document requested, and to report without delay any change (legal form, beneficial owners, activity, bank details, address). Nextepay and the Acquirer may suspend access to the Services or the payout of funds until the required verifications are satisfied, without incurring any liability as a result.
6. Role of Nextepay and of the Acquirer
Nextepay designs, markets and operates the payment-acceptance platform, the Nextepay space, the applications, the API and support. The regulated payment services — in particular the acquiring of payment transactions, the receipt of payers' funds and their payout to the Merchant — are provided by the Acquirer, a payment institution authorised in the European Union, under an acquiring agreement concluded between the Merchant and the Acquirer.
By accepting these Terms, the Merchant also accepts the Acquirer's terms, which are made available to it in full text before acceptance, during the account-opening process, and remain accessible at any time from the Nextepay space. Nextepay never holds the funds of payers or of the Merchant: the funds pass through accounts opened in the name of the Acquirer, segregated from Nextepay's own accounts, in accordance with European payment-services regulations.
Nextepay may replace the Acquirer with another authorised provider of equivalent quality, subject to prior notice to the Merchant. Such replacement does not constitute an unfavourable amendment of these Terms provided it does not lead to a deterioration of the agreed pricing conditions.
7. Description of the Services
7.1 Web solution
Payment links (single-use or reusable, with a fixed or open amount and expiry rules), QR codes, a hosted payment page in the Merchant's branding, and an e-commerce module. The Merchant remains solely responsible for the content of its offers, its websites and its communications to its customers, including messages sent via WhatsApp, SMS, e-mail or social networks, in compliance with the terms of those platforms.
7.2 Tap to Pay (smartphone)
The Nextepay application allows contactless payments to be accepted on a compatible smartphone. The Merchant is responsible for the compatibility, security, updating and integrity of its device. Nextepay may suspend access from a device that is compromised, modified (root/jailbreak) or non-compliant with the Schemes' security requirements.
7.3 Terminal
Supply of a configured payment terminal, for sale or rental in accordance with the Special Terms (see article 17).
7.4 Nextepay space and API
Payment-tracking dashboard, exports, payout statements, user management, REST API, webhooks and a test environment (see article 19).
Nextepay may evolve the Services (features, interfaces, technical requirements) for legitimate reasons — security, compliance, requirements of the Schemes or of the Acquirer, product improvement — provided that the essential features of the subscribed Services are not substantially reduced.
8. Availability and maintenance
Nextepay uses reasonable means to ensure the continuous availability of the Services, without guaranteeing uninterrupted or error-free operation. The status of the Services can be consulted on the status page.
Nextepay may temporarily interrupt the Services for maintenance, updates or security imperatives; planned maintenance is, where possible, announced and carried out outside peak hours. Interruptions attributable to the Schemes, the Acquirer, telecom operators, hosting providers or banks shall not give rise to any liability on the part of Nextepay. Without prejudice to article 23, unavailability gives rise to compensation only under a service-level commitment agreed in Special Terms.
9. Pricing
The applicable prices are those of the published price list at the time of subscription, or those of the Special Terms for offers subject to a quotation. Unless stated otherwise, prices are exclusive of VAT and of Scheme fees.
The pricing distinguishes, where applicable, Nextepay's commission from the card-network fees (interchange and scheme fees), which are passed on at actual cost. These network fees are set by third parties and may vary outside Nextepay's control: their variation is passed on at actual cost and does not constitute a pricing change by Nextepay.
Nextepay may adjust its own commissions and subscriptions for legitimate reasons (a demonstrable change in its actual costs — costs of the Schemes, the Acquirer, infrastructure or staff —, in regulation or in the requirements of the Schemes or the Acquirer; a revision based on changes in actual costs may only relate to the part of the price corresponding to those costs, up to a maximum of 80% of the price) subject to 30 days' notice given by e-mail or via the Nextepay space. If the adjustment is unfavourable to the Merchant, the Merchant may terminate the affected offer free of charge before the change takes effect; failing which, the change is deemed accepted.
10. Invoicing and payment
Transaction commissions are collected by deduction from payouts, in accordance with article 12. Subscriptions, the purchase or rental of hardware and other fees are paid exclusively by recurring card payment: at the time of subscription, the Merchant registers a valid payment card and expressly authorises Nextepay to automatically debit that card, on each due date, for the amounts owed under the contract (subscriptions, hardware, fees, as well as any amount referred to in the following paragraph if the funds to be paid out are insufficient). This authorisation covers merchant-initiated transactions within the meaning of payment-services regulations: the registration of the card is subject to strong customer authentication, and subsequent debits are initiated without further intervention by the Merchant. Each debit gives rise to an invoice, made available in the Nextepay space.
Card data is not stored by Nextepay: it is registered in tokenised form with the Acquirer or a PCI-DSS-certified provider. The Merchant undertakes to maintain a valid card for the entire duration of the contract and to replace it before it expires. If a debit fails, Nextepay may re-present the payment in the following days and notifies the Merchant; a persistent failure constitutes a payment default within the meaning of article 11 and may lead to the suspension of the affected Services. Revoking the debit authorisation without putting in place another means of payment accepted by Nextepay constitutes a request to terminate the affected offers, taking effect in accordance with article 18.
The Merchant accepts electronic invoicing, including structured electronic invoicing (Peppol) in accordance with Belgian regulations.
The Merchant expressly authorises Nextepay and the Acquirer to set off any amount owed to them (commissions, subscriptions, chargebacks, Scheme fines, hardware, indemnities) against the funds to be paid out to it. If the funds to be paid out are insufficient, the balance becomes immediately due and payable.
11. Late payment
In accordance with the law of 2 August 2002 on combating late payment in commercial transactions, any amount unpaid on its due date automatically, and without formal notice, gives rise to: (i) late-payment interest at the rate provided for by that law, (ii) a fixed indemnity of €40 for recovery costs, and (iii) reasonable compensation for any other recovery costs actually incurred beyond that fixed amount, upon supporting evidence. This regime applies reciprocally to any undisputed amount owed by Nextepay to the Merchant.
If a payment remains outstanding eight days after a written reminder, Nextepay may suspend all or part of the Services and declare all amounts owed under the contract immediately due and payable, without prejudice to its right to terminate in accordance with article 26.
12. Payouts
The funds collected, after deduction of the applicable commissions and withholdings, are paid out to the Merchant by the Acquirer to the declared bank account, in principle within 24 business hours in the form of a consolidated daily transfer accompanied by a detailed statement. This timeframe is a service objective: it depends on the Schemes, the Acquirer and the banks, and does not constitute a guarantee of result.
Payouts may be deferred, in whole or in part, where required by regulation (compliance checks, anti-money-laundering, asset freezes) or in the presence of a demonstrated risk (article 14). The Merchant is informed of the deferral, unless disclosure is prohibited by law. The funds do not bear interest.
The Merchant is solely responsible for the accuracy of the declared bank account. Any payout made to the last validly declared account discharges the payer.
13. Chargebacks and refunds
The Merchant bears the full cost of chargebacks (payment disputes initiated by the cardholder or their bank), of refunds it initiates, and of the fees and fines applied by the Schemes or the Acquirer in connection with its transactions, including after the end of the contract. These amounts are set off in accordance with article 10 or invoiced.
The Merchant cooperates in good faith in disputing chargebacks by providing, within the applicable deadlines, the supporting documents requested (proof of delivery, order form, customer correspondence). An abnormal rate of chargebacks or fraud may trigger the measures provided for in article 14, as well as the Schemes' monitoring programmes, the costs of which are borne by the Merchant.
14. Fraud prevention, suspension and reserve
Nextepay and the Acquirer may, at any time and without compensation, suspend a transaction, a payout, a feature or access to the account, and/or establish a temporary reserve on the funds to be paid out, in the event of: (i) reasonable suspicion of fraud, unlawful use or breach of these Terms; (ii) a requirement of regulation, an authority, the Schemes or the Acquirer; (iii) a demonstrated financial risk, in particular unusual volume, an abnormal rate of chargebacks, insolvency proceedings or serious indications of insolvency; (iv) the sale of goods or services not delivered until a distant date, creating risk exposure.
The measure is proportionate, reasoned upon request (unless prohibited by law) and lifted as soon as its cause has ceased to exist. The reserve is released no later than [180] days after the last transaction concerned, less any amounts due.
15. Obligations of the Merchant
The Merchant undertakes to:
- use the Services in accordance with the law, these Terms, the Acquirer's terms and the rules of the Schemes, solely to collect payment for its own sales of goods and services actually provided;
- not collect payments on behalf of third parties, not artificially split transactions, and not grant itself cash advances via the Services (self-payment);
- clearly display to its customers its identity, its prices, and its terms of sale, delivery and refund;
- keep its identification, business and banking information up to date (article 5);
- protect its credentials, terminals, devices and API keys, entrust them only to authorised persons, and report any compromise to Nextepay without delay;
- never collect, enter or store its customers' card data outside the secure interfaces provided;
- retain the supporting documents for its transactions for the statutory period and produce them on first request in the context of articles 13 and 14;
- warrant that neither it nor its beneficial owners are subject to international sanctions or restrictive measures.
The Merchant indemnifies and holds Nextepay harmless against any third-party claim (customers, authorities, Schemes, Acquirer) resulting from its business, its products, its content or its breaches, and compensates it for all costs, fines and awards arising therefrom.
16. Prohibited activities
The Services may not be used for illegal activities or for the categories excluded by regulation, the Schemes or the Acquirer, including in particular: illicit or counterfeit goods or services, narcotics, weapons, child sexual abuse material, unlicensed gambling, pyramid schemes, sale of personal data, money laundering. The list of restricted or prohibited activities is published at [URL of the list of prohibited activities] and can be consulted from the Nextepay space; changes to it are notified to the Merchant and become enforceable 30 days after notification. Nextepay may refuse or close any account falling within these categories, or whose actual activity differs from its declared activity.
17. Hardware
Terminals and accessories that are sold remain the property of Nextepay until the price has been paid in full; the risks (loss, theft, damage) pass to the Merchant upon delivery. Delivery times are indicative and exceeding them gives rise neither to compensation nor to rescission, except where the delay exceeds 60 days.
Rented hardware remains the property of Nextepay or of the lessor; the Merchant bears the risks for the entire duration of the rental, uses it with due care, makes no modification to it and returns it within 15 days of the end of the contract, in its original condition allowing for normal wear and tear. If it is not returned within that period, the hardware is invoiced at its replacement value, determined according to its age under Nextepay's depreciation schedule; the same rule applies to the valuation of damaged hardware.
The warranty on hardware that is sold is limited to the manufacturer's warranty, without prejudice to the statutory warranty against hidden defects to the extent that it cannot be excluded. Excluded from any warranty are defects resulting from misuse, unauthorised third-party intervention, lack of maintenance or force majeure.
18. Offers, subscription term and renewal
Offers without a subscription (Start) are concluded for an indefinite term and may be terminated at any time, free of charge and without notice, from the Nextepay space. Monthly-billed offers (Growth monthly) are concluded for an indefinite term and may be terminated at any time subject to one month's notice, taking effect at the end of the current monthly period. Annually-billed offers (Growth annual) run until the end of the paid period and are tacitly renewed for successive one-year periods, unless terminated by notice given no later than one month before the renewal date; amounts paid in advance remain acquired for the current period. Quotation-based offers (Scale) follow the Special Terms.
19. API, integrations and partner programme
Nextepay grants the Merchant and, where applicable, the integrating partner a non-exclusive, non-transferable and revocable right of access to the API, limited to use of the Services. API keys are confidential and specific to each account. Nextepay may impose reasonable technical limits (quotas, throughput) and evolve the API in a versioned manner; incompatible changes are subject to reasonable prior notice via the changelog.
The partner programme (commission arrangements for integrators) is governed by a separate partner agreement which prevails, in respect of its subject matter, over these Terms. The partner is neither an agent nor a representative of Nextepay and may not make any commitment on its behalf.
20. Intellectual property
The platform, the applications, the API, the documentation, the trademarks, logos, visual identities and all elements making up the Services remain the exclusive property of Nextepay or its licensors. The Merchant enjoys, for the duration of the contract, a personal, non-exclusive and non-transferable right of use, limited to using the Services for its own needs.
It is prohibited to reproduce, copy, resell, decompile, disassemble or attempt to extract the source code of all or part of the Services, except within the mandatory limits of the law, and to use the Services to develop a competing service. Any suggestion or feedback communicated to Nextepay may be freely exploited by it, without compensation.
Unless the Merchant objects in writing, Nextepay may mention its name and logo as a commercial reference, to the exclusion of any other use.
21. Personal data
Each party processes personal data in compliance with the GDPR and the Belgian law of 30 July 2018. Nextepay acts as controller for the management of the relationship with the Merchant (account, invoicing, support, compliance, fraud prevention) and as processor on behalf of the Merchant for the data of end customers processed in connection with payments, under the conditions described in the privacy policy. The processing carried out by Nextepay as processor is governed by a data processing agreement compliant with article 28 of the GDPR, concluded as an annex hereto [DPA annex to be drawn up].
The Merchant warrants that it has a legal basis for the data it communicates and informs its customers of the processing of their payment data. Transaction data is retained for the periods required by regulation, in particular anti-money-laundering legislation (up to 10 years). Contact: privacy@nextepay.com.
22. Confidentiality
Each party keeps confidential the non-public information of the other party of which it becomes aware in the context of the contract (negotiated pricing conditions, technical, commercial and financial data) for the duration of the contract and for 3 years after its end. This does not cover information that has entered the public domain, or whose disclosure is required by law, an authority, the Acquirer or the Schemes.
23. Liability
The Services are provided under best-efforts obligations, unless a guarantee of result is expressly stipulated. No guarantee of commercial performance (conversion rate, acceptance rate, revenue) is given.
Nextepay's liability is limited to direct and foreseeable damage caused by its proven fault. To the extent permitted by law, the following are excluded: indirect or consequential damage, business interruption, loss of profit, loss of customers, loss or corruption of data, damage to reputation, as well as any damage resulting from (i) an act of the Merchant or of a third party, (ii) a failure of the Schemes, the Acquirer, banks, telecom operators or third-party platforms (WhatsApp, e-commerce platforms, app stores), (iii) force majeure, or (iv) the performance of a legal obligation or an instruction from an authority.
All events combined per contractual year, the total compensation owed by Nextepay may not exceed the amount of the service commissions (excluding Scheme fees passed on and excluding VAT) actually received by Nextepay from the Merchant during the twelve months preceding the event giving rise to the claim, with a maximum of [25,000] €.
These limitations do not apply in the event of fraud, intentional fault or gross negligence by Nextepay or its servants, nor in the event of death or personal injury, nor in the other cases where the law prohibits limiting liability.
Under penalty of forfeiture, any claim must be notified in writing within 60 days of the Merchant becoming aware of the harmful event, and any action must be brought within two years of that awareness.
24. Force majeure
Neither party is liable for a failure caused by an event of force majeure within the meaning of article 5.226 of the Belgian Civil Code, including in particular: widespread power or telecommunications outage, failure of the Schemes, of the Acquirer or of payment infrastructure, cyberattack, epidemic, decision of an authority, war, external strike. The affected party notifies the other and mitigates the consequences of the event. If the event persists for more than two months, each party may terminate the contract without compensation. Obligations to pay amounts due are not suspended by force majeure.
25. Amendment of the Terms
Nextepay may amend these Terms subject to 30 days' notice given by e-mail or via the Nextepay space. If the amendment is unfavourable to the Merchant, the Merchant may terminate the contract free of charge before it takes effect; continued use of the Services after that date constitutes acceptance. Amendments imposed by regulation, the Schemes or the Acquirer may take effect without notice where urgency so requires.
26. Termination
Each party may terminate the contract in accordance with article 18. Nextepay may furthermore terminate as of right, without notice or compensation, by written notification: (i) in the event of a serious breach by the Merchant (fraud, prohibited activity, false declarations, security breach, non-compliance with the rules of the Schemes); (ii) in the event of a breach not remedied within 15 days of a formal notice; (iii) in the event of the Merchant's bankruptcy, liquidation, dissolution or cessation of business; (iv) if regulation, the Acquirer or the Schemes so require.
At the end of the contract, for whatever reason: access is closed; the Merchant may export its sales data for 30 days; rented hardware is returned (article 17); amounts due become immediately payable; the Acquirer may retain a reserve to cover future chargebacks, in accordance with article 14. Articles 10, 11, 13, 14, 15, 20 to 23 and 27 to 32 survive the end of the contract.
27. Professional status — statutory derogations
As the Merchant is not a consumer, and to the extent that provisions of Book VII of the Code of Economic Law (transposing Directive (EU) 2015/2366 on payment services) would apply to the relationship between Nextepay and the Merchant, the parties agree to derogate from those of these provisions whose application may be excluded with respect to non-consumers, in particular as regards pre-contractual information, the arrangements for amending and terminating the framework contract, and dispute periods. As the regulated payment services are provided by the Acquirer, the equivalent derogations applicable to that relationship are those provided for in the Acquirer's terms. The Merchant checks its statements and notifies any unauthorised or incorrectly executed transaction without delay, and at the latest within 30 days of the statement being made available — unless a different period is provided for in the Acquirer's terms — failing which the transaction is deemed accepted.
28. Evidence and notifications
The records, journals and recordings of the Nextepay platform (logs, timestamps, statements, electronic acceptances) constitute evidence between the parties until proven otherwise. Notifications are validly made by e-mail to the address declared by the Merchant or via the Nextepay space; e-mail has the same value as a signed written document. The Merchant ensures that it consults these channels regularly.
29. Assignment and subcontracting
Nextepay may assign or transfer the contract, in whole or in part, to any entity of its group or to a successor of its business, and may subcontract all or part of the services under its responsibility. The Merchant may not assign the contract or its account without Nextepay's prior written consent.
30. Miscellaneous provisions
If any clause of these Terms is declared void or unenforceable, it shall be deemed unwritten to the extent concerned and replaced by a valid clause of equivalent economic effect; the other clauses remain in force. The fact that a party does not invoke a breach does not constitute a waiver of its right to invoke it subsequently. These Terms are drawn up in French [and in Dutch]; in the event of any discrepancy between versions, the French version prevails. The contract constitutes the entire agreement of the parties on its subject matter and supersedes any prior agreement.
31. Complaints
Any complaint is addressed in the first instance to Nextepay support (hello@nextepay.com), which acknowledges receipt and responds as promptly as possible. The Merchant may also contact the competent bodies for matters relating to the payment services provided by the Acquirer, in accordance with the arrangements set out in the Acquirer's terms.
32. Governing law and jurisdiction
These Terms and all contractual or non-contractual relationships arising from them are governed by Belgian law. Before bringing any action, the parties shall endeavour to resolve their dispute amicably. Failing agreement within 30 days, any dispute falls within the exclusive jurisdiction of the French-speaking courts of the judicial district of Brussels, without prejudice to Nextepay's right to bring proceedings before the courts of the Merchant's registered office.