Terms of Service

1. These terms, and who they apply to

These terms cover your use of Termijn, pay-later built into a partner’s B2B checkout through an API: a limit and terms for a business buyer in one of six EU countries within seconds, the seller paid the next working day, and the buyer paying Termijn B.V. on the due date, with Termijn carrying the credit risk. They are a contract between Termijn B.V., of Keizersgracht 268, 1016 EV Amsterdam, Netherlands (“Termijn”, “we”) and the company that signs up (“Customer”, “you”).

The service is for businesses only, not consumers. By signing up you confirm that you are acting for your business and that you have the authority to commit your company.

The person who accepts these terms accepts them for the company, not for themselves. If you don’t have that authority, please don’t go ahead.

If documents disagree. This order applies: (1) a signed order form or agreement between us, (2) the data processing agreement, (3) these terms, (4) our Privacy Policy, (5) anything else on our website.

2. What the service is

A sandbox and a live API with three calls (check a buyer, create a financing, cancel one) and one webhook, with documentation and a hosted acceptance page the partner can redirect to or embed. A buyer check run by the decision engine on the buyer’s record in Bolagsverket, CVR, YTJ, the Handelsregister, KvK or Sirene, its filed accounts and the partner’s own history with it. The answer is a limit in euros and the terms on offer, thirty, sixty or ninety days, or a decline with the reason. One financing per order, in EUR, SEK or DKK to match the order, paid to the seller or to the partner, as the partner has chosen, the next working day. Collection from the buyer by SEPA direct debit or transfer on the due date, one thirty-day extension if asked for before the due date, reminders, and an agent in the buyer’s country after fourteen days overdue. A switch per country that the partner controls, a check of the partner’s existing buyer list before launch, a partner console showing every financing and its status, and a monthly statement with the partner’s share. A daily charge to the buyer, an extension fee, a minimum charge per financing and a partner share, all at the rates printed in these terms and the same for every partner.

3. What the service is not

These limits are deliberate, and they are part of what you are buying. They are not defects.

Not the whole EU. A buyer registered outside Sweden, Denmark, Finland, Germany, the Netherlands or France is not offered terms, and the check answers “not covered”. Belgium, Austria, Ireland, Poland, Spain, Italy, every other EU member and Norway are outside the service. A partner with buyers there keeps its own arrangement for them. We say which countries are next on our roadmap, not when a partner can rely on them.

Not invoice financing, and no bank data. We finance orders placed through a partner’s checkout and nothing else. We don’t finance a buyer’s own invoices, an invoice raised outside the partner, or a working-capital line based on bank data, and we never connect to a buyer’s bank. A French company that wants its own invoices financed from its bank and accounting data should use a lender built for that.

Not installments, not a card, not consumer credit. A financing is one delayed payment on one order, due in full at thirty, sixty or ninety days, extendable once. There are no installments, no revolving account, no card and no lending to consumers. A buyer who is a person is served only as a registered sole trader, and only by a human decision.

Not a bank or a payment account. We hold no deposits and no client money, and we are not a payment institution. We pay a seller for an invoice we now own, and a buyer pays us a debt it owes. Nothing here is a balance, a wallet or an account that a partner or buyer can pay into or out of.

Not a judge of the goods. A dispute about what was delivered is between the buyer and the seller, through the partner. The financing stands until the seller or the partner sends a credit note through the API. Then it is reduced or canceled, and anything already paid to the seller is recovered from the seller, not the buyer.

4. What you need to do, and why it matters

What you get from the service depends a lot on things only you control. Please read this section carefully, because sections 9 and 10 build on it.

Send a registration number, not a name. The decision engine finds the buyer in its national register by its registration number: an organisationsnummer, a CVR number, a Y-tunnus, a Handelsregister number with its court, a KvK number or a SIREN. Collecting that number when a buyer signs up, and adding the field where your checkout lacks it, is the partner’s work. A name and a VAT number are not enough to find a company in the Handelsregister.

Check your buyer list before launch. The partner uploads its existing buyers before going live and gets back, within two working days, the limit each would get or the reason it wouldn’t. Launching without this means finding out on launch day what share of buyers see the button, which is exactly what this service exists to prevent.

Show the buyer the terms and the lender. Before a buyer accepts pay-later, the checkout shows the term, the due date, the charge in money, and that the debt is owed to Termijn B.V. under Dutch law. Use our hosted acceptance page, or show the same content in your own. A buyer who was not shown this can cancel the financing at no cost, and the loss is the partner’s.

Pay sellers one way only. The partner chooses, per marketplace, whether we pay sellers directly or pay the partner, and sticks to it. A partner that also pays its sellers itself for orders we financed has paid twice, and getting the second payment back is its job.

Send credit notes through the API. A return, a cancellation or a price change on a financed order reaches us only as a credit note through the API. A refund paid to the buyer directly doesn’t reduce the buyer’s debt to us, and we will collect the full amount.

Treat the country switches with care. Each of the six countries has a switch in the partner console, and the partner decides which are on. Switching a country off cancels no existing financing. Switching one on offers terms to every eligible buyer there from the next call. A switch flipped by accident is a launch.

Keep the partner account up to date. Tell us within thirty days about a change of signatory, owner, registered address or the account the share is paid to. The anti-money-laundering rules require it of us, and so of the partner.

5. Getting started, and what is free

The sandbox opens the day a key is issued, with all six registers live against public data. No agreement, no card, for as long as the partner needs it.

Integration, the buyer-list check, the hosted acceptance page and the country switches are free. The partner never pays a monthly fee, a minimum volume or a setup fee.

For the first ninety days after go-live the partner can end the agreement on any day without notice. Existing financings run to their due dates, and the partner’s share on them is still paid.

6. Fees

The daily charge. The buyer pays €0.70 per €1,000 per day, which is 0.07% a day, for each day from the working day the seller is paid to the due date. The term is thirty, sixty or ninety days, chosen at checkout: €21 per €1,000 over thirty days, €42 over sixty, €63 over ninety. A financing in SEK or DKK pays the same 0.07% a day in that currency. The buyer sees the charge in money before accepting, and pays it with the order amount on the due date. It doesn’t change with the buyer’s limit, its country or the partner.

The extension. A buyer can extend a financing once, by thirty days, by asking before the due date. It costs a flat €15, and the daily charge continues over the added days. No financing runs past 120 days from the day the seller was paid, and there is no second extension.

The partner share. The partner gets 25% of the daily charge collected on every financing its checkout started. It is paid monthly by transfer to the account the partner names, with a statement listing each financing. The rate is the same for every partner and is printed here, not set in a contract. No volume tier changes it.

The minimum charge and the minimum order. The least a buyer pays for a financing is €5. So that the minimum is never the whole charge, we don’t offer terms on an order under €250 or its equivalent. There is no maximum order. The buyer’s limit is the ceiling.

Late payment. A buyer that hasn’t paid on the due date, or the extended due date, owes the statutory interest for commercial debts in its own country, plus the fixed €40 recovery sum set by EU late-payment rules, and nothing more from us. A collections agent’s costs after fourteen days are recovered under that country’s rules. The partner is charged nothing for a late buyer, and still gets its share of the daily charge already earned.

What is never charged. The partner pays nothing, ever: no setup, no monthly fee, no minimum volume, no fee per buyer check, per country, for the buyer-list check, the sandbox or the hosted acceptance page. The buyer pays nothing for a decline, an unused limit, paying early, or a financing canceled by a credit note before the seller is paid. The seller pays nothing for being paid.

Changes to fees. The daily charge, the extension fee, the minimum charge, the minimum order and the partner share above are the whole price list. If a charge isn’t printed there, it isn’t made. We give the partner ninety days’ written notice of any change, and it applies only to financings opened after that day. A partner that doesn’t accept it can end the agreement before then at no cost, and still gets its share on existing financings.

7. Delivery, availability and support

Decisions. A buyer check is answered within three seconds when the register record and accounts are cached or structured, and within ten seconds when accounts have to be read from a document. A check that can’t be answered in ten seconds comes back as pending, and terms aren’t shown on that order. A case sent to an underwriter is decided by the end of the next working day and applies to the buyer’s next order.

Paying the seller. The seller, or the partner if it chose that, is paid the invoice amount by the end of the next working day after the financing is opened, by SEPA transfer in EUR or domestic transfer in SEK or DKK. A financing opened after 16:00 Amsterdam time counts as opened the next working day.

The sandbox, the buyer-list check and go-live. A sandbox key is issued the day it is requested. An uploaded buyer list comes back within two working days with a limit or a reason for each buyer. Live keys are issued within five working days of the partner agreement being signed and the partner’s identity documents being complete. Checks may take longer where the partner’s ownership is not on a public register.

Support. Support is by email at [email protected]. We aim to reply within one business day. That is a target, not a guarantee.

8. The ledger, credit notes and export

The ledger belongs to the partner and the buyer. Every financing, charge, payment, extension, reminder and collection step is on record. The partner can read and export it from the console for the financings its checkout started. The buyer can get it for the financings it owes. Both in open formats.

A correction is a credit note. A financing is never edited. A return, a cancellation or a price change reaches the ledger as a dated credit note through the API, linked to the order, and reduces or cancels the financing from that day. Both the original and the credit note stay on record. Decisions aren’t edited either. A second decision on the same buyer is a new record with its own reason, and the first one stays.

What deleting removes. Deleting a partner’s record removes its order histories, console users, buyer lists and the training records that came from its financings. It doesn’t remove the ledger of financings inside the seven-year period or the partner’s identity documents inside the five-year period, because two laws require us to keep them. And it doesn’t remove a buyer’s debt.

9. What we promise, and what we don’t

We promise to provide the service with reasonable skill and care, and that we have the right to provide it.

We promise that a buyer check is answered from the buyer’s record in its national register and its filed accounts, as they stood when the decision engine looked them up. The seller is paid the invoice amount by the end of the next working day after a financing is opened. The credit risk on every financing is ours, and no unpaid financing is charged back to the partner or the seller. No register record, account, order history or financing is sent to a third-party model API. No model decides about a person. And the price list printed in these terms is the whole price list. We don’t promise that a register is reachable at the moment of a call, that a buyer’s filed accounts are current or true, that any given share of a partner’s buyers will be eligible, that a limit is the limit a buyer wanted, or that a country we don’t cover will ever be covered.

Beyond that we give no other warranty. As far as the law allows, we exclude all implied warranties, including merchantability, fitness for a particular purpose and non-infringement.

10. Liability

10.1 Neither of us limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else the law says can’t be limited.

10.2 Losses neither of us covers. Neither of us is liable for lost profit, revenue, expected savings, business, goodwill or reputation, or for any indirect or consequential loss, however it arises.

10.3 Specific exclusions. Our liability stops where the service deliberately stops. We don’t cover buyers outside the six countries, so we are not liable for an order there that went unfinanced, or for the arrangement a partner keeps for them. We don’t finance a buyer’s own invoices or read its bank data, so we are not liable for a limit lower than a bank-data lender would have set. We don’t judge the goods, so we are not liable for a dispute between a buyer and a seller, or for a refund paid outside the API. We are also not liable for a register that was down, wrong or late, for a seller paid twice because the partner also paid it, for a financing a buyer accepted without being shown the terms the partner had to show, or for a country switched on by mistake.

10.4 Cap. Our total liability to a partner is capped at the partner share we paid that partner in the twelve months before the claim, or €10,000 if that is greater. A seller’s claim to a payment we owe it for a financing we opened is a claim in full, whatever this cap says. If a seller was paid late, the remedy is statutory interest for the days late. If a financing was opened for a buyer who wasn’t shown the terms, the remedy is cancelling the buyer’s debt, and the loss falls as the responsibilities above say.

10.5 You accept that the limits in sections 9 and 10 are a fair way to share risk, given the price and your part under section 4, and that we could not offer the service at this price without them.

11. Confidentiality and data

A partner’s buyer list, order histories, approval rates, financing volumes and share are confidential to it. No other partner sees them, no seller sees more than its own payment, and no buyer’s limit, score or payment record is shown to any seller, or to any partner other than the one whose checkout the buyer is in. We publish no partner names, buyer names, counts, volumes or case studies. The training records are stripped of buyer and partner identity before we keep them, and none carries the buyer’s name, registration number, address or contacts, or the partner’s identity, though each stays linked to the partner it came through so it can be deleted with that partner’s record.

How we handle personal data is set out in our Privacy Policy and in the data processing agreement between us, which forms part of these terms. If the DPA and these terms disagree about personal data, the DPA wins.

12. Who owns what

The API, the register connections, the document reader, the classifier, the underwriting rules, the console and the statement formats are ours. The partner gets a license to use them in its own checkout for the length of the agreement.

The partner’s order histories and buyer lists are the partner’s, and it can take them anywhere, in open formats, at any time.

The ledger of a buyer’s financings is the buyer’s record of its debts and the partner’s record of what its checkout started. Both can export it.

The training records that come from financings are ours, stripped as described, and deleted with the partner’s record on request.

The API and the webhook formats are documented publicly, so a partner’s integration stays readable without us.

You may not use our name or logo in public, and we may not use yours, without written permission first.

13. How long this lasts, and how it ends

13.1 The contract starts when you sign up and runs until one of us ends it.

13.2 You can end it. Cancel at any time. It takes effect at the end of the current billing month, unless section 6 sets a minimum term.

13.3 We can end it. We can end it with 30 days’ notice. We can end it immediately if you seriously break these terms and don’t fix it within 14 days of being told, if you become insolvent, or if your use exposes us to legal risk.

13.4 What happens then. We stop delivering and stop billing. You keep everything already delivered to you, and your right to use it continues. We delete or return our working copies as the DPA says. Sections 9, 10, 11 and 12 continue to apply.

14. Changes to these terms

We may update these terms. A change that matters takes effect 30 days after we email you about it. If you don’t accept it, you can end the contract before then. Using the service after that date means you accept the change.

15. Contact

Termijn B.V., Keizersgracht 268, 1016 EV Amsterdam, Netherlands
[email protected]

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