This Merchant Schedule applies, in addition to the Master Subscription Agreement, to Customers using Cleeng Merchant.
Index
In this Merchant Schedule, the following terms written with a capital letter shall have the meaning as set out below:
“Chargebacks”, these refer to the return of funds to Managed Users, forcibly initiated by the issuing bank of the payment method used by Managed Users for their purchase.
“Covered Territories“ currently include the following countries: EU member states, the United Kingdom, Switzerland, the United Arab Emirates, the United States, Canada.
“Funds Collected“ means funds for purchase of Customer's Content collected by Cleeng on behalf of a Customer from Managed Users.
“Indirect Taxes“ mean taxes that are levied on services provided by Cleeng. They can take the form of Value Added Tax (VAT), Sales Tax, Goods and Services Tax (GST), Consumption Tax or similar.
“Merchant of Record“ means Cleeng as a legal entity that is responsible for managing the entire payment process of Managed Users for the access to the Customer's Content, ensuring tax compliance within the Covered Territories, PCI compliance, handling regulatory obligations, and assuming liability for transaction-related risks such as fraud, Chargebacks, and Refunds, to the extent further specified in this Merchant Schedule.
“Payment Processor“ means Adyen B.V., Primer API Ltd, and PayPal Inc. The list of Payment Processors may be at any time expanded by Cleeng and you will be notified of any such changes accordingly.
“Refund“ means the opportunity for the Managed Users to request refunds from the Customer, in particular, if the content bought is not as described, or if the Customer's Content was not delivered according to the agreement between the Managed User and the Customer.
“Services’ Related Fees“ mean Fees for Merchant, Fees for processing Chargebacks and Refunds, all overage Fees related to Cleeng SaaS, and other transactional fees.
“Transaction” means an online payment made via one of the Payment Processors for access to Customer Content. This includes, but is not limited to, requests for payment, payment authorization, rejection, refund or chargeback, and other similar payment requests processed by Cleeng when Cleeng acts as the Merchant of Record for the Customer.
Otherwise, terms written with a capital letter shall have the meaning as set out in the Master Services Agreement.
a. When providing Merchant, Cleeng acts as a Merchant of Record on the Customer’s behalf. This means that Managed Users shall register to Cleeng User Agreement, and Cleeng will run the authorization process of their Transaction in their chosen payment method (depending on the payment methods available upon checkout) and assume certain responsibilities regarding data privacy, online services compliance, and financial risks management. Cleeng will also manage fraud settings, retry logic settings, Customer Content subscribers registration, billing, Indirect Taxes collection and remittance for Transactions where a Managed User is located in one of the Covered Territories, fund collections, fund payouts, Chargeback and Refund handling and dispute process. The Merchant is provided in addition to the Core Product and/or the other Products offered by Cleeng, as further specified in an applicable Order Form.
b. The Customer acknowledges and accepts that Cleeng will send on the Customer’s behalf receipts to the Customer’s Managed Users, related to the Customer's Content, and that the Cleeng name and/or logo shall be present at all times in such communication. In no instance, Cleeng will send, acting on its own behalf, promotional marketing messages to the Customer’s Managed Users.
c. The Customer is able to download the Managed User information (including offers entitlement) via the Cleeng SaaS at any time during the Term. Cleeng stores limited payment information, sufficient for Cleeng to be able to identify a specific Transaction in Cleeng’s system. The detailed payment information is collected and stored by Payment Processors. Cleeng certifies being fully compliant with the regulations in place such as PCI DSS, PSD2 via respective agreements with Payment Processors or via Cleeng’s own data storage processes.. The Customer is able to access daily payment performance analytics through the Merchant dashboard.
d. Standard scope of Merchant covers the following:
- End-to-end payment authorization process, including 3DS when relevant, integration with Payment Processors, authentication services;
- Access to various pre-integrated payment methods; including common credit cards, debit cards, and PayPal, as further defined in the Documentation.
- Payment performance analytics;
Fraud detection features such as customized risk rules, payment session throttling, etc.;
- Indirect Tax calculation, collection and remittance for the Covered Territories;
- Compliance with local regulations such as PSD2 in Europe or PCI DSS regarding Managed User’s data privacy;
- Chargeback and Refunds handling and disputes.
For details regarding the standard scope of Merchant please refer to the Documentation.
e. Additional services are available upon request.
f.The applicable Cleeng Merchant Fees are: 1) a fixed Fee per Transaction; and 2) a variable Fee applicable to the gross value of a Transaction (including indirect tax).
a. Cleeng provides a number of online checkout options to the Customer with adapted payment options per country, that helps the Customer manage the collection of funds with Managed Users.
b. When using Merchant, Cleeng is the payment underwriting, and provides a payment data transmission service that helps the Customer integrate with different Payment Processors. Cleeng reserves the right to change the Payment Processor(s).
c. The processing and settlement of the Transactions (“Payment Processing”) are carried out by the Payment Processors. The Payment Processor’s role is to accept and process credit card, debit card and other types of payment methods with respect to sales of the Customer's Content.
d. The Customer acknowledges that Visa Europe Ltd., Visa U.S.A., Inc., Visa Canada Inc., Visa International, MasterCard International Incorporated, Discover, American Express and other applicable card networks (collectively, the "Payment Networks") have established rules and regulations for payments in the form of the Payment Schemes (“Payment Schemes”). The Customer is required to comply with the Payment Schemes that are applicable to merchants. In so far as the terms of this Merchant Schedule are inconsistent with the Payment Schemes, the Payment Schemes shall prevail.
e. All pre-integrated payment methods, supported by Cleeng Merchant API as explained in the Documentation, are readily available and require the Customer to comply with the ones the Customer chooses among the list of pre-integrated payment methods. Any new payment method requested by the Customer will be assessed by Cleeng and, in the case of a new integration being built by Cleeng, the Customer shall comply with the regulations applicable to this payment method.
f. Managed Users are required to provide consent to be charged for a transaction in compliance with applicable legal requirements and Payment Schemes to get a valid entitlement to access the Customer's Content.
g. The Customer acknowledges that Managed Users are required to enter into an end-user license agreement with Cleeng in order for them to be able to process payment for the access to the Customer's Content. The Customer warrants that due to regulatory requirements with Payment Schemes the Customer shall incorporate and keep at all times available the below statement regarding the Cleeng User Agreement in the agreement between the Customer and Managed Users for which Cleeng acts as a Merchant of Record:
"[The Customer’s NAME] monetization partner - Cleeng B.V. ("Cleeng") - handles the subscriptions and payment and billing on our behalf. For this purpose, Cleeng will act as the Merchant of Record on our request. The services of Cleeng are subject to the terms and conditions of Cleeng, which are hereby incorporated, please refer to https://cleeng.com/cleeng-user-agreement.
h. The Customer will indemnify Cleeng, and hold Cleeng completely harmless from any failure to do so, from any failure to acquire the consent of the Customer’s customers to be charged for a Transaction and from any breach of the Payment Schemes.
i. Cleeng’s logo shall be clearly displayed on the purchase page and a payment confirmation (receipt) sent to the Managed User will indicate Cleeng as a seller.
a. Except if specifically agreed otherwise, Cleeng will collect funds (Funds Collected). Funds Collected will be accumulated in a default currency as set up by the Customer in the Cleeng SaaS. For details related to the currencies supported by Cleeng please refer to the website. If Customer's Content purchases are made by Managed Users in a currency different from the default currency as set up in the Cleeng SaaS, such Funds Collected will be automatically converted into the Customer’s default currency. The conversion shall be calculated using the daily exchange rates of the European Central Bank plus 2.5% currency conversion fees.
b. Cleeng will - if Funds Collected have been received in a given calendar month - send the Customer a monthly payout statement. The values on the monthly payout statement are presented in the Customer’s default currency as set up in Cleeng SaaS. A monthly payout statement will be available via the Cleeng SaaS. The statement shall include the amount of Funds Collected, the number and value of Transactions successfully completed, the amount of approved Refunds and Chargebacks, Indirect Taxes, if applicable, deducted Services’ Related Fees, the deposit values (the returned deposit value and the current deposit value), and the total payout value.In addition to the monthly payout statement, Cleeng will issue 2 fiscal documents: 1) a Sales Invoice detailing all Services’ Related Fees due from the Customer to Cleeng; and 2) a Self-Billing Payable Invoice, providing comprehensive information on the Funds Collected, decreased by the value of Refunds and Chargebacks. The invoices shall also indicate the amount of Indirect Tax applied, in line with the applicable tax regulations.
c. If the Customer does not dispute the monthly payout statement before the 10th of each month, Cleeng will make a payment of the total payout value as indicated on the Self-Billing Payable Invoice to the Customer before or on the 15th of that month, provided that the Customer has correctly provided the bank transfer details. Payment shall be made by means of bank transfer to the bank or PayPal account indicated by the Customer. Payment shall be made in the Customer’s default currency, depending on the preferences in the Cleeng SaaS, in accordance with the terms specified further on our website. Cleeng will cover the bank transfer fees, yet certain banks may charge extra fees that Cleeng cannot be held liable for.
d. Before Cleeng processes the first payment to the Customer or after the Customer changes any payment details, Cleeng will send the Customer an email request to validate the data for the transaction processing. Moreover, if the Customer of the value exceeds EUR 50,000.00 (or its equivalent in the Customer’s default currency), to prevent fraud or errors, Cleeng will process a test transaction of EUR 1 value and will request the Customer’s confirmation of the receipt of the funds before processing the actual payment.
e. Cleeng shall not make payment if the payout amount in a given month is less than EUR 100 (or its equivalent in the Customer’s default currency). The payment will be postponed until the total accumulated amount exceeds EUR 100.
f. To cover for claims of abuse, financial risks, including Refunds and Chargebacks, Cleeng shall keep a deposit equivalent to 5% of the value of the Funds Collected in the previous month decreased by the Services’ Related Fees. Deposit amount is calculated monthly in accordance with the mechanism described above.
g. Moreover, the deposit amount may be adjusted automatically at any time would the risk profile of the Customer’s account reasonably justify so, in particular, if the previous deposit was insufficient, and/or if the amount of claims for Chargebacks and Refunds is significantly higher than what is usual in respect of comparable clients, and/or if there is a financial risk linked to the Customer's Content, and/or if a Payment Processor increases Cleeng’s deposit, such a reasonable justification is present. If this happens, and upon the Customer’s request, Cleeng will provide the Customer with the information, estimations and assumptions used to establish the then current deposit level.
h. Unless we identify justified reasons for the deposit increase, as specified above, a deposit for a given month is released the following month.
i. Subject to timely payment of Funds Collected, the Customer is not entitled to interest accrued over the Funds Collected that Cleeng has collected on the Customer’s behalf and over the deposit.
a. When providing Merchant Cleeng is responsible to determine what, if any, Indirect Taxes apply to the sale of Customer's Content to Managed Users processed by Cleeng as a Merchant of Record in the Covered Territories.
Cleeng’s responsibilities related to Indirect Taxes cover: 1) collecting Indirect Taxes on Transactions processed by Cleeng, 2) submitting tax returns to declare Transactions processed by Cleeng with Managed Users; 3) remitting taxes associated with the Transactions processed by Cleeng; and are limited to Covered Territories only. If any taxes, other than Indirect Taxes, in particular, direct taxes (eg. CIT, DST) or withholding taxes, should be applied, or if the Indirect Taxes should be applied in territories other than Covered Territories, then the Customer remains fully responsible for collecting, submitting tax returns and remitting all such taxes.
b. In respect of the Covered Territories, Cleeng applies the following regime:
- if the Customer is selling the Customer's Content in the European Union, the United Kingdom and/or Switzerland, and/or the United Arab Emirates, VAT is calculated based on the location of the Managed User (customer purchasing the Customer's Content). In all the territories listed in this paragraph Cleeng will collect and remit the applicable VAT to the relevant authorities on behalf of the Customer based on the location of the Managed User. In the European Union Cleeng adheres to the VAT OSS scheme.
- if the Customer is selling the Customer's Content in the United States or Canada, Cleeng will apply sales tax as per the recommended calculations provided by Cleeng’s partner spacialised in tax services, based on the location of the Managed User (customer purchasing the Customer's Content). Cleeng will collect and remit tax per applicable state.
- if the Customer is selling the Customer's Content outside the US, the United Kingdom, Switzerland, United Arab Emirates and the European Union, the Customer is responsible for setting up the right tax rate as part of the price for the Customer's Content and to remit it to the authorities.
c. The list of Covered Territories may be subject to expansions, and relevant notice shall be provided.
d. Tax Audit Responsibilities: (i) Cleeng is solely responsible for managing and resolving audits, examinations, or tax proceedings related to Indirect Taxes in Covered Territories; (ii) The Customer is solely responsible for handling and resolving all other tax matters, including Indirect Taxes outside Covered Territories; (iii) The responsible party must notify the other within five (5) working days of receiving an audit notice regarding Indirect Taxes in Covered Territories and cooperate throughout the process; (iv) The responsible party must keep the other informed about the audit's progress, assist with any reasonable audit request, and indemnify the other for reasonable, direct costs incurred; (v) The Customer will pay any taxes, penalties, or interest due to their negligence, and reasonable costs incurred by Cleeng due to an audit related to Indirect Taxes in Covered Territories (vi) Neither party reimburses the other for taxes on net income or gross receipts.
e. All documentation and reporting related obligations arising from the statutory obligations related to Indirect Taxes in the Covered Territories are managed solely by Cleeng. Cleeng disclaims any and all liability arising from tax proceedings except those specifically directed to Cleeng by the relevant authorities and related to the Indirect Taxes in the Covered Territories.
a. Managed Users are able to file Refund requests regarding their purchase of/subscription to Customer's Content. Such Refund requests can be based on various circumstances, including, but not limited to, the quality of Customer's Content, availability of Customer's Content, misleading descriptions of Customer's Content etc.
b. The Customer can access the Refund request in the Cleeng SaaS. Within the dashboard, the Customer has the opportunity to manage the Refunds. The Customer can do so within 72 hours of the initial Refund request. The Customer acknowledges that Refund escalations with Managed Users may result in a Chargeback. If the Customer does not answer within that time, based on the conditions described in Cleeng’s standard Refund Policy, Cleeng shall determine whether or not a Refund request should be considered valid or not. If Cleeng is of a reasonable opinion that a valid Refund request was issued, the Managed User shall be refunded by Cleeng, refund fees will apply and the respective amount(s) deducted from the Collected Funds.
c. By law, Managed Users are entitled to file Chargeback requests through their bank, financial institution or PayPal. The Customer acknowledges that Cleeng does not have any control over a Chargeback request, nor the defense approval or refusal from the financial institutions. Cleeng cannot be held financially or operationally liable for Chargebacks.
d. As part of the Merchant service, Cleeng will do its best to defend the Customer’s interest and prevent a Chargeback. If the Chargeback is granted to the Managed User, chargeback fees will apply, and the respective amount(s) deducted from the Collected Funds.
e. Cleeng will – notwithstanding any other rights - retain a fixed 1 Euro fee (or its equivalent in the Customer default currency) for processing a Refund or 8 Euro fee (or its equivalent in the Customer default currency) for the management of a Chargeback.
The fees associated with Chargebacks and Refunds may be subject to change in response to fluctuations in market conditions, regulatory updates, or changes in third-party processing costs. We reserve the right to revise these fees at our sole discretion. In the event of any changes, we will provide at least thirty (30) days’ notice prior to the effective date of the new fees, communicated through our official channels. By continuing to use our services, you acknowledge and accept the possibility of fee revisions as described herein.
f. In the event the deposit level turns to be insufficient to cover for all approved Chargebacks and Refunds in a given month, the Customer shall, as requested by Cleeng, transfer to Cleeng, within 5 working days, the relevant funds, to enable timely settlement of the said Chargebacks and Refunds by Cleeng. Failure to do so may result in the suspension of a Cleeng SaaS account. Moreover, in the event the deposit does not cover for the Refunds requested in a given month, Cleeng reserves the right to suspend payout of the Refunds until the Customer replenishes the deposit to the relevant value.
g. In the event that the Customer experiences excessive Refunds and Chargebacks for more than 45 days, outside of Cleeng’s responsibility, above the standard monthly levels, namely:
- 4% or more of your Managed Users request a Refund in that period; or
- 1% or more of your Managed Users request a Chargeback in that period,
Cleeng – without prejudice to any other rights - reserves the right to charge the Customer an additional fee of 20 Euro fee per each received Refund or Chargeback request.
a. Cleeng shall handle Managed Users purchases of Customer's Content with care and according to the instructions provided by the Customer. The Customer understands that it is responsible for the management of the settings and preferences for purchases using the Cleeng SaaS.
b. For specific payment methods chosen by the Managed Users, for example PayPal, iDeal, or telco billing, Cleeng may automatically add transaction fees to the purchase, based on the actual cost paid to payment providers. The Customer’s Collected Funds will not be impacted.
c. Together with the Payment Processors, Cleeng is at all times compliant with applicable Payment Card Industry Data Security Standards (“PCI-DSS”) and the Payment Application Data Security Standards (“PA-DSS”). The Customer assumes full responsibility for the security of data on the Customer’s website or otherwise in the Customer’s possession or control. The Customer agrees to comply with all applicable laws and rules in connection with the collection, security and dissemination of any personal, financial, payment, or transaction information.
Payment Processors prohibit or restrict the use of their services for, but not limited to, the following purposes: gambling, pornography, virtual games where participants receive cash or cash equivalents or prizes with/of material value, multi-level marketing, offering unauthorized goods, investments or money services. Details of the prohibited services can be found on the Payment Processors websites (Adyen, and PayPal).
Use of the Merchant for the above prohibited or restricted purposes is forbidden and may result in an immediate termination of the Agreement by Cleeng without any liability to the Customer.
The Services as provided by Cleeng meet the market standard security requirements. When providing Merchant Cleeng applies fraud mitigation measures. All Transactions processed by Cleeng are screened by Cleeng to detect any fraudulent activity. However, fraud screening performed by Cleeng does not guarantee the prevention of fraudulent Transactions, nor against resulting Chargebacks or fines.
It is the Customer’s responsibility to ensure that the relevant fraud prevention measures are in place on their website and/or applications. The customer shall implement the adapted security practices to prevent fraud, and timely follow Cleeng’s instructions and recommendations, communicated from time to time, regarding the appropriate fraud and security settings.
Cleeng shall not be held liable for any consequences of fraudulent Transactions. Any fines or Chargeback fees imposed on Cleeng shall be passed on to the Customer.
Cleeng operates as a data controller/business when providing services under this Merchant Schedule. The privacy policy applicable to these services is available via [link].
Version: April, 2025.
This Cleeng Merchant Schedule applies, in addition to the Cleeng Master Subscription Agreement, to Customers using Cleeng Merchant Module.
Index
In this Cleeng Merchant Schedule, the following terms written with a capital letter shall have the meaning as set out below:
Funds Collected, is defined in clause 4 a);
Merchant Module, a set of tools and services, provided by Cleeng to its Customers, to manage user profiles, data & payment compliance, web payment services, in one or multiple countries;
Chargebacks, these typically refer to the return of funds to Managed Users, forcibly initiated by the issuing bank of the payment method used by an Managed Users for his purchase;
Refund, Managed Users have the opportunity to request refunds if the content bought is not as described, or if the service/content wasn’t delivered according to the SLA.Otherwise, terms written with a capital letter shall have the meaning as set out in the Agreement.
a.If we provide Cleeng Merchant services we will act as a merchant of record on your behalf. This means that, User’s will register to Cleeng’s terms of service, and we will process their credit and debit card transactions and assume certain responsibilities regarding data privacy, online services compliance, and financial risks management. We will also manage fraud settings, customer registration, billing, tax reporting (see further 4.h), fund collections, and fund payouts, and regarding transactions processing.
b. You acknowledge and accept that we will send on your behalf messages to your subscribers or pay-per-view buyers, or any other User, and that the Cleeng brand may be present in such communication. In no instances, Cleeng will send promotional marketing messages to your subscribers.
c. You are able to download your Managed User information (including offers entitlement and Customer Content history) via the Cleeng Application at any time during the Term. We do not store payment information such as credit card details.
d. You understand that Managed Users may need to enter into an end-user license agreement with us in order for them to be able to access Customer Content. The end-user license agreement is available via https://cleeng.com/cleeng-user-agreement.
a. Cleeng provides an online checkout, in different languages, with adapted payment options per country, that helps you manage the collection of funds with Managed Users.
b. Within our online checkout, we are the payment underwriting; and provide a payment data transmission service that helps you integrate with different payment processors (the “Processor(s)”) as described more fully in this Agreement.
c. Our processors are namely Adyen B.V, and PayPal Inc. The processing and settlement of your Users transactions (“Payment Processing”) are carried out by the Processors, and by accepting this Agreement, you are also accepting and agreeing to be bound by the Processor Terms of service (available here for Adyen, and here for PayPal). The Processor’s role is to accept and process credit card, debit card and other types of card payments (collectively “Cards”) with respect to sales of your products and services through internet-based transactions.
d. We reserve the right to change the Processor(s). In the event of any inconsistency between this Agreement and the Processor Terms concerning Payment Processing or the Processor Account, the Processor Terms shall prevail.
e. If a Processor terminates the Processor Terms or indicates its intention to do so, we have the right, to offer you a substitute Processor that is integrated with the Cleeng Application. Upon your acceptance of the terms of service of such substitute Processor they shall be deemed to have replaced the Processor contemplated herein provided that your liabilities to the Processor herein shall not be diminished on account of accepting the terms of the substitute Processor.
f. You understand that Managed Users are required to provide consent to be charged for a transaction in compliance with applicable legal requirements and Visa Europe Ltd., Visa U.S.A., Inc., Visa Canada Inc., Visa International, MasterCard International Incorporated, Discover, American Express or other applicable card network (collectively, the "Payment Networks") payment rules (the "Payment Schemes").
g. The Payment Networks have established rules and regulations in the form of the Payment Schemes. You are required to comply with all Payment Network Rules that are applicable to merchants (available upon request). In so far as the terms of the Agreement are inconsistent with the Payment Schemes, the Payment Schemes shall prevail.
h. Due to regulatory requirements with Payment Schemes, You must insert and keep at all time available the below processor statement in the agreement between You and Managed Users for which we act as a merchant of record. You will indemnify us, and hold us completely harmless from any failure to do so, from any failure to acquire the consent of your customers to be charged for a transaction and from any breach of the Payment Schemes:
"[Our] monetization partner Cleeng B.V. ("Cleeng") handles the management of access to content and/or subscriptions and payment and billing on our behalf. For this purpose, Cleeng will act as the merchant of record on our request. The services of Cleeng are subject to the terms and conditions of Cleeng, which are hereby incorporated, please refer to https://cleeng.com/cleeng-user-agreement."
a. Except if specifically agreed otherwise, we will collect the funds for purchases of Customer Content from Managed Users on your behalf ("Funds Collected"). Depending on your preferences, Funds Collected will be accumulated in the selected currency (e.g., Euros, US Dollars, etc.). You understand that this may continue after the termination of the Agreement and you are responsible for migration of Managed Users to another service provider or another method of payment. Until you have done so, the terms of the Agreement will continue to apply to these transactions.
b. If Customer Content purchases are made by Managed Users in a different currency as set up in your Cleeng Application, such Funds Collected will be automatically converted into your preferred currency. The conversion price shall be calculated using the daily exchange rates of the European Central Bank and any direct banking costs or financial fees that we receive.
c. We will - if Funds Collected have been received in a given calendar month - send you a monthly electronic invoice containing the Funds Collected received on your behalf during a calendar month. Such details are available via the Cleeng Application. The invoice shall include the amount of Funds Collected, the amount of transactions successfully completed, the amount of Refunds and Chargeback received, and applicable levies or taxes on Cleeng services.
d. If you do not dispute the electronic invoice before the 10th of each month, we will make payment to you before or on the 15th, provided you have correctly provided your bank transfer details. Payment shall be made by means of bank transfer to the bank account indicated by you or via PayPal if possible. Payment shall be made in Euro or US dollar or British Pound depending on your Cleeng Application preferences. Note, Cleeng will cover the bank transfer fees, yet certain banks may charge extra fees that Cleeng cannot be held liable for.
e. We shall not make payment if the sum to be paid is less than 100 Euros (or $100, or its equivalent in publisher currency). To cover for claims of abuse, financial risks and ongoing transactions, we shall keep a deposit equivalent of 5% of the average monthly accumulated fees and in no event less than 50 Euros (or $50, or its equivalent in publisher currency). Deposit amounts may be adjusted automatically at any time would the risk profile of your account reasonably justifies so. For example, if one or more previous deposits have proved insufficient, and/or if the amount of claims is significantly higher than what is usual in respect of comparable clients, and/or if there is a financial risk linked to the Customer Content, and/or if a third party payment processor increases our deposit, such a reasonable justification is present. If this would happen, and upon your request, we will provide you with the information, estimations and assumptions used to establish the then current deposit level.
f. Subject to timely payment of Funds Collected, you are not entitled to interest accrued over the Funds Collected we have collected on your behalf.
g. If we have agreed that we do not collect fees on your behalf, our responsibility regarding fee collection is limited to providing compatibility with the standard API's of providers of payment processing and fee collection services. We do not warrant the Services are or will remain compatible for use with all providers of payment processing and fee collection services.
h. You have sole and exclusive responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection therewith. On your behalf and on your risk and account, we apply the following regime:
- if you are selling in the European Union, by law, VAT is calculated based on the location of the Managed User (customer purchasing your content). Cleeng adheres to the VAT OSS scheme, and will collect and remit to the relevant authorities this VAT on your behalf based on the location of the Managed User;
- if you are selling in the United Kingdom and/or Switzerland, and/or United Arab Emirates VAT is calculated based on the location of the Managed User (customer purchasing your content). Cleeng will collect and remit the applicable VAT to the relevant authorities on your behalf based on the location of the Managed User.
- if you are selling in the United States, we will apply sales tax as per the recommended calculations provided by our partner Avalara based on the location of the Managed User. We will collect and remit tax per applicable state.
- if you are selling outside the US, the United Kingdom, Switzerland, United Arab Emirates and the European Union, you are responsible for setting up the right tax rate as part of your price and remit to authorities.
i. Whilst we are responsible for the performance of the obligations set out in 4h) we do not warrant that the application of any regime set out in 4h) enables you to comply with any applicable (sales) tax regime or any other fiscal obligation imposed on you in any jurisdiction. You are solely responsible for appropriate remittance of taxes and/or payment of any and all taxes due to the proper tax authority.
j. Ultimately, it is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority for your business.
a. Managed Users are able to file Refund requests regarding Customer Content. Such Refund requests can be based on various circumstances such as the quality of Customer Content, availability of Customer Content, misleading descriptions of Customer Content etc.
b. You can access the refund request regarding your Customer Content in the Cleeng Application.
c. Within your dashboard, You have the opportunity to manage Refunds. You can do so within 72 hours of the initial Refund request. You acknowledge that Refund escalations with an End-User may result in a Chargeback. If you do not answer within that time, based on the conditions described in our standard Refund Policy, we shall determine whether or not a Refund request should be considered valid or invalid. If we are of the reasonable opinion that a valid Refund request was issued, the price paid by the Managed User shall be reimbursed and deducted from the Collected Funds we owe you based on purchased Customer Content or otherwise.
d. By law, Users could be able to file a Chargeback through their bank, financial institution or PayPal. We may decide to defend to the best of your interest the received Chargeback, and provide evidences to financial institution about the legitimacy of the User purchase. If the defense is successful, the Collected Funds will be available to you, and no additional fee will apply.
e. You acknowledge that we do not have any control over a Chargeback request, nor the defense approval or refusal from the financial institutions. We cannot be held financially or operationally responsible for Chargebacks. If the Chargeback is granted to the Managed User, the price paid will be deducted from your Collected Funds. Would the deposit amount not be sufficient to cover your Chargeback, you are obliged to pay us the difference upon first request.
f. If the Managed Users is entitled to a Refund of their purchase, or if the Chargeback is successfully granted, we will – notwithstanding any other rights - retain a fixed 1 Euro fee (or $1, or its equivalent in publisher currency) for processing such a refund or 8 Euro fee (or $8, or its equivalent in publisher currency) for the management of a Chargeback. The Managed Users will receive back the entire amount of the payment (including our fees), and we will debit you for the amount of the Refund/Chargeback plus the fixed fee above for processing the Refund or Chargeback.
g. In case you experience excessive Refunds and Chargeback, outside Cleeng’s responsibility, being:
- 5% or more of your Managed Users files a Refund; or
- 1% or more of your Managed Users files a Chargeback,
Cleeng – notwithstanding any other rights - reserves the right to charge an additional fee of 20 Euro fee (or $20) per User request received.
a. When choosing for the Merchant module, we will by default provide end-user care services (Hi5 Module), charged separately. We shall handle Managed Users purchases of Customer Content with care and according to the instructions provided by you. You understand that you are responsible for the management of the settings and preferences for purchases using the Cleeng Application.
b. For specific payment methods chosen by the Managed Users, for example PayPal or iDeal, we may automatically add transaction fees to the purchase, based on the actual cost paid to payment providers.
c. Together with the Processors, we are at all times compliant with applicable Payment Card Industry Data Security Standards (“PCI-DSS”) and the Payment Application Data Security Standards (“PA-DSS”). You assume full responsibility for the security of data on your website or otherwise in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security and dissemination of any personal, financial, payment, or transaction information.
a. We believe in quality content. We would like to provide you and your Managed Users with a service that cannot be deemed, or associated with, offensive or improper behaviour and content. This is of value to you, us and the Managed Users.
b. You are solely responsible for all Customer Content. You represent and warrant that you are fully entitled to distribute and make public Customer Content. You shall obtain at your own expense any rights and consents from third parties necessary for the publication and distribution of Customer Content. You agree to indemnify us and hold us harmless from all third party claims related to Customer Content. You are responsible for the correct and timely payment of all taxes and levies applicable to the distribution and publication of Customer Content.
c. You are not allowed to use our Merchant Services in connection with content which may reasonably be considered - in our reasonable discretion - defamatory, discriminating, promoting bigotry, hatred or harm, pornographic, infringing, unnecessary aggrieving, which otherwise violates applicable laws, ordinances or regulations or is otherwise unfit for association with Cleeng.
c. Also, payment Processor prohibit the use of their services for Gambling, Virtual Game or Credits, Multi-level marketing, unauthorized goods, investments or money services. Use of our Services in this respect is prohibited and may result in an immediate termination of the Services.
a. Cleeng operates as a data controller in respect of the Merchant Module Services. The privacy policy applicable to the Merchant Module Services is available via [link].
a. You warrant that you shall incorporate the User Terms available via [link] in the terms applicable to the receipt of Customer Content and that your Managed Users are legally bound to and adhere to these User Terms. You shall indemnify Cleeng and shall hold Cleeng completely harmless from and against any claims based on or resulting from a breach of this clause by you.
Version: March 22th, 2022.
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