Back EEA Services Schedule
Last Modified: 04 April 2025
This schedule describes the additional terms and conditions applicable to Customers who contract with Tipalti B.V. If in conflict with any other part of the Agreement, this Schedule will control.
- Eligibility
1.1 Opening a Tipalti Account. To open a Tipalti Account, Customer must be approved by Tipalti. Tipalti may request information about Customer’s business and may also use third party sources to obtain information.
1.2 Criteria for Using the Services. To use the Services, Customer must always satisfy all the following conditions: (1) Customer must use the Service for trade, business, or professional purposes only, and (2) Customer must not be consumer where “consumer” means a natural person not acting in the course of a business or profession. If any of these conditions become unsatisfied, Customer shall notify Tipalti immediately and stop using the Service. - Making Payments
2.1 Electronic Money Services. For the purposes of the Agreement to which this Schedule applies, “Payment Services” also includes electronic money services provided to Customer by Tipalti.
2.2 Funding with Electronic Money
(a)Customer may add funds to its Tipalti Account by sending funds from a bank account that has been approved by Tipalti in advance to the bank account of Stichting Tipalti Derdengelden, which holds the account in which the funds are credited and debited. Funds may also be transferred to or from another Tipalti Account. When Stichting Tipalti Derdengelden receives funds for Customer, Tipalti will credit the Tipalti Account with electronic money. Any electronic money held in a Tipalti Account is not a deposit, and Tipalti does not pay Customer any interest on the balance of any Tipalti Account.
(b) The amount of electronic money added to a Tipalti Account will be the same as the amount that Stichting Tipalti Derdengelden receives from Customer, or another customer who is transferring electronic money into Customer’s Tipalti Account.
(c) In certain circumstances, Tipalti may refuse to accept a payment into a Tipalti Account, for example, if Tipalti believes a regulatory requirement means Tipalti must reject it, or the source of funds does not meet Tipalti’s compliance requirements.
(d) Tipalti shall, upon request by the Customer, redeem the nominal value of the electronic money, provided that the following conditions have been fulfilled:
(1) compliance-related checks, including, but not limited to, anti-money laundering and sanctions checks, are completed successfully.
(e) Tipalti charges a fee for the redemption of the electronic money if:
(1) redemption is requested before the day on which the agreement with the Customer terminates;
(2) in case the agreement with the Customer provides for an end date for the agreement and the Customer terminates the agreement before that date; or
(3) if the redemption request is made more than one year after the date of the termination of the agreement.
(f) The redemption fee is determined by Tipalti and shall be proportionate to the costs actually incurred by Tipalti.
(g) For the purpose of section 2.2 (d), the nominal value refers to the amount of electronic money held by the Customer in its Tipalti Account, reduced by:
(1) the amount of any Transactions already scheduled but not yet completed pursuant to section 2.3 (a);
(2) the redemption fee referred to in section 2.2 (e) and (f);
(3) any other amount owed to Tipalti by the Customer.
2.3 Payment Instructions
(a) Customer may submit Payment Instructions to make payments up to the available balance of its Tipalti Account by accessing the Payer Dashboard. By submitting Payment Instructions, Customer is asking Tipalti to first redeem electronic money in its Tipalti Account to the value of the Transaction plus any Fees. When Tipalti calculates the available balance, Tipalti takes into account the amount of any Transactions already scheduled but not yet completed.
(b) When Customer gives Tipalti Payment Instructions, Customer must include any information Tipalti requires to make the payment, including but not limited to Payee Information, the amount of the payment, and the date that the electronic money is to be redeemed so that the payment may be sent out.
(c) Tipalti may rely on the Payment Instructions provided by Customer or any Customer User and Tipalti has no liability for following any Payment Instruction. Tipalti shall execute a payment transaction only if it has received Payment Instructions from the Customer.
2.4 Withdrawing Funds. To withdraw funds, Customer must first redeem their electronic money. Customer may withdraw funds from its Tipalti Account at any time by designating itself as a trusted beneficiary of a payment for the relevant withdrawal by following the instructions provided in section 2.8 of this Schedule (as if Customer were a Payee). For additional assistance in arranging withdrawals through the Payment Services, Customer can contact the Tipalti Support team at support@tipalti.com.
2.5 Payment Timings
(a) With regard to Transactions in euro, domestic Transactions in the currency of another EU Member State outside the euro zone and Transactions involving only one currency conversion between the euro and the currency of an EU Member State whose currency is not the euro, provided that the required currency conversion is carried out in the EU Member State concerned where the euro is not the currency and, in the case of cross-border Transactions, the transfer is made in euro, the Payee’s financial institution will normally receive the funds by the end of the Business Day after Tipalti receives the Payment Instruction.
(b) For all Transactions not mentioned under section 2.5 (a), payment will normally be received by the Payee or before the end of the fourth Business Day after Tipalti receives the Payment Instruction.
(c) If Customer sends a payment to a Payee who is also a customer of Tipalti, Tipalti will credit that account with electronic money as soon as Tipalti debits the funds from Customer’s Tipalti Account. Payees that have only a Payee Account will not receive electronic money.
(d) Tipalti must receive Payment Instructions before 3:00 p.m. Amsterdam time on a Business Day. If Tipalti receives them after that time or on a non-Business Day, Tipalti will treat them as received on the next Business Day. If Customer asks Tipalti to make payments on a future date, Tipalti will treat the instructions as received on that date or the next Business Day if the indicated day is not a Business Day.
2.6 Refusal of payment transaction
(a) Tipalti may refuse to execute a Transaction based on the Payment Instructions of the Customer if these Payment Instructions do not meet the conditions set out in this agreement.
(b) If Tipalti refuses to execute a Transaction, it will notify the Customer thereof and, where possible, the grounds for refusal and the procedure to correct possible factual mistakes in the Payment Instructions. This notification is made to the Customer as soon as possible, but ultimately within the time limit specified in section 2.5 (a) and (b).
(c) Tipalti may charge a reasonable fee for the notification referred to in section 2.6 (b) if the refusal is objectively justified.
2.7 Rejected or Returned Transactions. If a payment is rejected or returned by the Payee or the Payee’s bank or financial institutions, or a correspondent bank or financial institution, then the Funds will be returned to the Tipalti Account as electronic money or used for payments to Tipalti subject to the Order Form. Funds from rejected Transactions will be exchanged back to their original currency by the Tipalti Bank at the then-applicable exchange rate prior to being returned as electronic money.
2.8 Trusted Beneficiary for Purposes of Strong Customer Authentication.
(a) In order for the Payee to register for a Payee Account, Customer must invite them to do so through a unique link that Customer will send to the Payee. When the Payee registers through the link and uploads its bank account details to the Payee Portal, Customer acknowledges that:
(1) On the uploading of such details the Payee is treated by Tipalti as a “trusted beneficiary” for purposes of the Customer’s Payment Instructions; and
(2) In making a payment for the Customer to the bank account details uploaded through the link, Tipalti will be deemed to have acted on the Customer’s Payment Instructions and will have no liability to the Customer or the intended Payee should such bank account details be incorrect. - Payment services regulation
3.1 The provisions of Title 7b of the DCC including (without limitation) the following articles do not apply in relation to the Agreement or the Service: Article 7:516 DCC (right to information), Article 7:517 DCC (changes to framework contract), Article 7:518 DCC (termination of framework contract), Article 7:519 DCC (agreed currency), Article 7:520 (1) DCC (costs), Article 7:522 (3) DCC (withdrawal of consent), Article 7:527 DCC (burden of proof), Article 7:529 DCC (losses for account of payer), Article 7:529a DCC (unknown transaction amount), Article 7:530 DCC (refund), Article 7:531 DCC (time limits for refund), Article 7:534 DCC (revocation of payment order), Article 7:543 DCC (liability in case of payment initiated by the payer), Article 7:544 DCC (liability in case of payment initiated by or through payee) and Article 7:545 DCC (liability for costs and interest).
3.2 The provisions of the laid down by or pursuant to Article 4:22 AFS including (without limitation) the following articles do not apply in relation to the Agreement or the Service: Article 59b BGfo (time and manner of provision of information), Article 59c BGfo (information on single payment transactions), Article 59d BGfo (manner of information provision framework contract), Article 59e BGfo (content information framework contract), Article 59f BGfo (main characteristics of payment service), Article 59g BGfo (charging costs), Article 71ba BGfo (information on single payment transactions), Article 71c BGfo (provision of information to payer), Article 71d BGfo (provision of information to payee), Article 71e BGfo (maximum execution time and costs), Article 71f BGfo (information after debit), Article 71g BGfo (information after individual payment transaction), Article 71h BGfo (provision of written information), Article 71i BGfo (main characteristics of payment service), Article 71j BGfo (information on the fee requested or discount offered), Article 71k BGfo (reference to Article 59g BGfo) and Article 71l BGfo (payment services agent and branch office).
3.3 A period of 30 Business Days will apply instead of the time period set out in Article 7:526 DCC. - Unauthorised Transactions
4.1 Customer is responsible for all Transactions authorised using Customer’s login credentials and should check its Transaction history regularly and report any unauthorised Transactions to Tipalti.
4.2 Tipalti treats all Transactions made using Customer’s login credentials as authorised with Customer’s consent pursuant to Article 7:522 DCC, unless Customer has asked Tipalti to block or remove authorisation of a Customer User or has previously notified Tipalti that the login credentials used to authorise the Transaction may be compromised (each an “unauthorised” Transaction).
4.3 Where a Transaction is deemed unauthorised under section 4.2, Tipalti shall refund the amount of the Transaction to the Tipalti Account immediately and, in any event, no later than the end of the next business day after becoming aware of or being informed of the unauthorised Transaction, provided (1) Customer can produce sufficient evidence that the payment was unauthorised; and (2) Customer notifies Tipalti of the unauthorised Transaction within the timeframe provided in section 3.3.
4.4 Tipalti has no further liability to Customer for an unauthorised Transaction. Tipalti is also not responsible, and will not grant a refund, for unauthorised Transactions resulting from Customer’s fraudulent activity.- Tipalti does not refund the amount of the Transaction in accordance with section 4.3 if Tipalti has reasonable grounds to suspect fraud.
- General
5.1 How Customer Can Contact Tipalti
(a) If Customer wants to get in touch with Tipalti for any reason, Customer can do so by:
(1) email at support@tipalti.com; and/or
(2) post at our registered address of Grote Bickersstraat 74-78, 1013 KS, Amsterdam, the Netherlands.
5.2 How Tipalti Is Regulated
(a) Tipalti B.V., Grote Bickersstraat 74-78, 1013 KS, Amsterdam, the Netherlands, registered with the Chamber of Commerce (Kamer van Koophandel) register under number 83456902 is authorised as an Electronic Money Institution by the Dutch Central Bank (De Nederlandsche Bank). - Definitions
In addition to the defined terms in the Agreement, the following terms are defined for the purposes of this Schedule:
“AFS” means Act on the Financial Supervision (Wet op het financieel toezicht).
“BGfo” means Decree on the Conduct of Business Supervision financial undertakings AFS (Besluit Gedragstoezicht financiële ondernemingen Wft).
“Business Day” means Mondays to Fridays except public and bank holidays in the Netherlands.
“DCC” means the Dutch Civil Code (Burgerlijk Wetboek) as amended or replaced from time to time.
“Payee Account” means an account type offered only to Payees that does not include electronic money, payment services, or any other type of regulated financial services. A Payee Account allows Payees to use the Payee Portal to select payment preferences and provide necessary information to receive payments.
