Terms and Conditions

Last updated: February 4, 2026

Clause 1 - Applicability

1.1 These General Terms and Conditions apply to and form part of all offers, quotations, orders, order confirmations, agreements, deliveries and all other legal acts between ShaboPay and the Licensee.

1.2 Deviation from these General Terms and Conditions is possible in mutual consultation, but only applies if to this end an agreement has been laid down in writing. Any other condition not explicitly accepted in writing by ShaboPay will be ineffective.

1.3 The applicability of any purchase conditions or other conditions of third parties or the Licensee is explicitly rejected and does not bind ShaboPay, unless and insofar as these have been explicitly accepted by ShaboPay in writing.

Clause 2 - Formation and implementation of agreements

2.1 All offers and quotations from ShaboPay, in whatever form, are without obligation, unless explicitly stated otherwise, and offers are open to acceptance for fourteen (14) days, unless explicitly stated otherwise in writing.

2.2 ShaboPay is only bound by offers or quotations if their acceptance is confirmed in writing by the Licensee within fourteen (14) days, unless indicated otherwise.

2.3 ShaboPay expressly reserves the right to make changes to quotations and offers prior to the formation of the Standard Agreement, or to withdraw them at any time.

2.4 Quotations and offers made by ShaboPay do not automatically apply accordingly to future orders.

2.5 An agreement is only formed if (i) an offer made (in writing) by ShaboPay is accepted by the Licensee within the set term or (ii) an order or offer made by the Licensee is accepted by ShaboPay. The commitments and agreements that are laid down in an agreement with ShaboPay replace the oral and written agreements previously made.

2.6 A composite quotation does not oblige ShaboPay to carry out part of the order for a corresponding part of the stated price.

2.7 ShaboPay is entitled to have activities carried out by third parties if, and insofar as, this is required for the proper performance of the (Standard) Agreement.

Clause 3 - Price

3.1 If ShaboPay makes a quotation or makes an offer containing a budget of the hours and costs to be spent, ShaboPay will be obliged to draw up this budget to the best of its knowledge and ability.

3.2 The prices stated in the quotations are exclusive of VAT and other government levies, as well as any costs to be incurred in the context of the (Standard) Agreement, including shipping and administration costs, unless indicated otherwise.

3.3 ShaboPay is entitled to increase the quoted prices if the circumstances under which the Standard Agreement is carried out deviate or have changed (for example, urgency), the commissioned work has changed (for example, additional work) or charging the quoted price would result in an unexpected unreasonable proportion of the quoted price versus the work (to be) carried out. ShaboPay will inform the Licensee of this. Such a price increase does not entitle the Licensee to dissolve the (Standard) Agreement.

Clause 4 - Payment

4.1 Unless explicitly agreed otherwise in writing, payment by the Licensee must be made within fourteen (14) days of the invoice date into a bank account to be designated by ShaboPay.

4.2 The Licensee must pay the start-up costs, as stated in the Quotation, no later than fourteen (14) days after signing the Quotation. ShaboPay will only proceed to installation and setting up the Products after the Licensee has paid the start-up costs.

4.3 The Licensee never has the right to suspend its payment obligations. Offsetting any claim against ShaboPay is also not allowed.

4.4 If the Licensee does not meet its payment obligations within the set payment term, ShaboPay will be free to dissolve the Standard Agreement in whole or in part, whether or not with retroactive effect, without judicial intervention, without any form of liability for damages.

4.5 If the Licensee does not fulfil its payment obligations on time, the Licensee will owe interest, without any further notice of default, on all amounts that have not been paid by the last day of the payment term, from that day onwards, equal to the then applicable statutory interest in the Netherlands for commercial transactions based on Section 6:119a of the Dutch Civil Code.

4.6 Payments are first allocated to the extrajudicial and judicial costs, then to interest and only afterwards to instalments on the principal sum, whereby the oldest invoice is always settled in first place.

Clause 5 - Retention of title and pledge

5.1 After the delivery, ShaboPay remains the owner of the delivered Products, unless stated otherwise in the (Standard) Agreement. If the (Standard) Agreement explicitly deviates from this provision, ShaboPay remains the owner of the Products delivered until the Licensee has paid in full the amount owed, including interest and costs.

5.2 As long as the delivered Products are subject to retention of title, the Licensee is not allowed to pledge, encumber or dispose of them, or grant any further right on them to a third party, other than with the written permission of ShaboPay.

5.3 If the Products delivered, subject to retention of title, are seized by a third party or if the third party wishes to establish or exercise rights on them, the Licensee will be obliged to notify ShaboPay without delay.

5.4 The licensee is obliged to insure and keep insured the goods delivered subject to retention of title against fire, explosion and water damage, as well as against theft and to make the policy of this insurance available for inspection upon the first request.

5.5 The Licensee hereby grants ShaboPay or third parties to be designated by it, in advance explicitly unconditional and irrevocable permission to enter all those places where ShaboPay's property is located and to retrieve those items, if ShaboPay wishes to exercise its rights of ownership.

Clause 6 - Access to and use of the Products

6.1 The Licensee must use the Products in accordance with the usage terms and conditions set by ShaboPay, including but not limited to proper use of access credentials, payment service providers, and compatible cash register systems.

6.2 The Licensee is responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their account.

6.3 The Licensee agrees not to use the Products for any illegal or unauthorized purpose.

6.4 ShaboPay reserves the right to suspend or terminate access to the Products if the Licensee violates these terms.

6.5 The Licensee is responsible for ensuring that all users of the Products comply with these terms and conditions.

Clause 7 - Delivery, delivery times and complaints

7.1 Delivery times are indicative and do not constitute a binding commitment unless explicitly agreed otherwise in writing.

7.2 Complaints must be reported in writing within ten (10) working days of delivery or discovery of the defect.

7.3 ShaboPay will investigate complaints and respond within a reasonable time frame.

7.4 If a complaint is justified, ShaboPay will, at its discretion, either repair, replace, or refund the defective Products.

Clause 8 - Liability and risk

8.1 ShaboPay's liability is limited to the maximum extent permitted by law.

8.2 ShaboPay is not liable for indirect damages, business interruption, loss of profits, or incompatibility issues.

8.3 Liability is capped at the subscription costs paid in the twelve (12) months preceding the event giving rise to the claim, or the amount covered by ShaboPay's insurance, whichever is lower.

8.4 The Licensee is responsible for backing up their data and ShaboPay is not liable for data loss.

Clause 9 - Term and termination

9.1 Agreements entered into between ShaboPay and the Licensee are concluded for a period of one (1) year, unless otherwise agreed. At the end of this period, the Agreement is tacitly renewed each time for a period of one (1) year.

Clause 10 - Suspension and dissolution

10.1 ShaboPay may suspend or dissolve the agreement in case of non-payment, breach of terms, or bankruptcy of the Licensee.

10.2 The Licensee may terminate the agreement by giving written notice at least thirty (30) days before the end of the current term.

10.3 Upon termination, all outstanding amounts become immediately due and payable.

Clause 11 - Force majeure

11.1 ShaboPay is not obliged to fulfil obligations if prevented by force majeure, including natural disasters, war, strikes, or supplier disruptions.

11.2 In case of force majeure, ShaboPay will notify the Licensee as soon as possible and make reasonable efforts to minimize the impact.

Clause 12 - Intellectual property

12.1 ShaboPay retains all intellectual property rights in the Products and related materials.

12.2 Licensee receives a usage license after payment. Unauthorized reproduction or registration is prohibited.

12.3 Any violation of intellectual property rights may result in immediate termination of the agreement and legal action.

Clause 13 - Applicable law and competent court

13.1 All agreements between ShaboPay and the Licensee are exclusively governed by Dutch law.

13.2 Any disputes will be submitted to the competent court in the Netherlands.

Clause 14 - Amendments to General Terms and Conditions

14.1 ShaboPay is entitled to amend these General Terms and Conditions. ShaboPay will send the amended General Terms and Conditions to the counterparty within good time. Any amendments will become effective on the announced effective date.

Clause 15 - Website Disclaimer

15.1 Website use
The information on this website is intended solely for general information purposes. ShaboPay strives to keep the information as current and accurate as possible, but cannot guarantee that all information is complete, correct or current at all times.

15.2 No contractual obligations
Use of the website and the information offered on it does not establish a contractual relationship between the user and ShaboPay, unless explicitly agreed otherwise. Prices, specifications and product information on the website are indicative and may be changed without prior notice.

15.3 Links to external websites
This website may contain links to external third-party websites. ShaboPay has no control over the content of these external websites and accepts no liability for damage arising from the use of these external websites. Use of links to external websites is at the user's own risk.

15.4 Website availability
ShaboPay strives for optimal website availability, but does not guarantee that the website will be available, uninterrupted or error-free at all times. ShaboPay reserves the right to (temporarily) take the website out of service for maintenance, updates or other reasons, without prior notice.

15.5 Intellectual property rights
All intellectual property rights relating to the website, including but not limited to texts, images, logos, videos, graphic material and software, belong to ShaboPay or its licensors. It is not permitted to copy, distribute or publish any part of the website without prior written permission from ShaboPay.

15.6 Limitation of liability
ShaboPay accepts no liability for damages arising from the use of the website, including but not limited to direct, indirect, incidental damages or consequential damages, unless such damage is the result of intent or willful recklessness on the part of ShaboPay.

15.7 Privacy and data protection
For information on how ShaboPay handles personal data collected through the website, please refer to our Privacy Policy. For information on the use of cookies on this website, please refer to our Cookie Policy.

15.8 Applicable law
Dutch law applies to the use of this website and this disclaimer. Any disputes arising from or related to the use of this website will be submitted to the competent court in the Netherlands.