Artikel 1. Definitions and applicability

1.1 Definitions

• PriServices: PriServices B.V., with its registered office and principal place of business at Laan van Waalhaven 139a, 2497GK The Hague, registered with the Chamber of Commerce under number 74867369.
• Customer: any natural person (consumer) or legal entity (business) who concludes or wants to enter into an agreement with PriServices.
• Services: all products and services that PriServices facilitates (whether or not through subsidiaries and/or trade names), including PriPost, PriOffice, PriParcel and PriTelecom.
• Agreement: the legal relationship between PriServices and the Customer, including any additional and/or separate agreements or Service-Specific Terms for specific Services.
• General: These PriServices - General Terms and Conditions including appendices.
• Service-Specific Terms: the additional or deviating terms and conditions that apply to a specific Service, such as PriPost, PriOffice, PriParcel or PriTelecom.
• Deposit: the credit or balance paid (in advance) by the Client that PriServices manages for the payment of Services and associated costs.
• PriPortal: the online portal of PriServices (accessible via https://www.priportal.eu), in which the Customer has an account and with which the Customer can manage the Deposit, request Services, cancel subscriptions or arrange other account-related matters.

1.2 Applicability

1. These General Terms and Conditions apply to all quotations, offers, legal relationships and agreements in which PriServices (including subsidiaries and trade names) performs activities in the context of the Services.
2. If there are additional Service-Specific Terms and Conditions (e.g. for PriPost, PriOffice, PriParcel or PriTelecom), these are inextricably linked to and complementary to these General Terms and Conditions.
3. In the event of any conflict between these Terms and Conditions and the Service-Specific Terms for a particular Service, the Service-Specific Terms shall control.
4. Deviations from these General Terms and Conditions are only valid if they have been agreed in writing.

1.3 Role of PriServices

• PriServices itself does not offer independent services to the Client, but facilitates (including financial and administrative) the Services of the companies affiliated with PriServices. By creating an account in the central portal (hereinafter "PriPortal"), the Client enters into an agreement with PriServices for the management of the Depot and the general administrative processing. In addition, the Customer can enter into a separate agreement for each specific Service (PriPost, PriOffice, PriParcel, PriTelecom).

Artikel 2. Conclusion of Agreement and Services

2.1 Application and acceptance

1. The Agreement is formed as soon as the Customer registers via the PriPortal (or otherwise) and explicitly agrees to these Terms and Conditions and any Service-Specific Terms.
2. PriServices reserves the right to refuse a request for service from a Client or to impose additional conditions, for example on the basis of (legal) obligations or internal risk assessment. Within 2 weeks after the request, PriServices will give a definite answer and return any money paid to the Customer free of charge.

2.2 Service-Specific Terms and Contract

1. A separate agreement and/or set of Service-Specific Terms may apply to each individual Service (PriPost, PriOffice, PriParcel, PriTelecom).
2. If the Client purchases a specific Service, the Client also agrees to the relevant Service-Specific Terms, which together with these General Terms and Conditions form the Agreement. Additional questions can also be asked at a later time if, in the opinion of PriServices, there is reason to do so.

2.3 Obligations of the Client

1. The Client shall at all times provide PriServices with correct, complete and up-to-date information that is necessary for the execution of the Agreement.
2. The Client is responsible for the security of his/her (login) details and must immediately report loss, theft or unauthorized use to PriServices.
3. The Client must keep the login details for the PriPortal (username, password, etc.) strictly confidential and not provide them to third parties. If there are indications that unauthorized persons have obtained or misused this data, the Customer will immediately report this to PriServices, so that PriServices can provide new login details or require additional verification steps.
4. The Customer can request new login details free of charge if abuse is suspected. PriServices can also impose new login or verification details and/or require additional verification in the event of suspected abuse.

Artikel 3. Communication, app and responsibility for messages

1. PriServices provides a dedicated (mobile) application ("the App"), as well as an online portal ("PriPortal"), to inform Customer of important status updates, invoices, STANDBY reasons and other messages relevant to the use of the Services.
2. The Customer is obliged to install the App on his/her smartphone (if technically possible) and to ensure that push notifications or notifications are allowed. The Customer must also have a valid and working e-mail address registered in his/her account at all times.
3. The Customer must log in to the portal at least once every two weeks to view any messages or (STANDBY) notifications, even if push notifications or emails have not been received or missed.
4. If PriServices sends a message via the App and/or by e-mail, the Customer is deemed to be aware of this. PriServices cannot be held liable for any damage caused by the Customer not using the App, not having enabled the notifications or not reading the messages for other reasons.
5. Misuse or improper use of the App or portal is at the expense and risk of the Client.

Article 4. Financial provisions (Payment, Deposit, Collection)

4.1 Rates and billing

1. The rates for the Services are set by the relevant subsidiary (PriPost, PriOffice, PriParcel, PriTelecom) or PriServices (in case of general costs). These rates are published on the relevant website(s), the PriPortal and/or in a written offer.
2. PriServices may centralize billing and transfer revenue to the subsidiary or trade name that actually provides the Service.
3. Unless expressly stated otherwise, all rates, charges and prices set forth in this Agreement and in the Service-Specific Terms are exclusive of VAT and any other governmental levies. This exclusivity applies to all agreements and services under the umbrella of PriServices B.V. (including PriPost, PriOffice, PriParcel and PriTelecom).

4.2 Depot

1. In most cases, PriServices works with a Deposit (credit) to which the Customer pays in advance. At the end of a period or in the event of a specific purchase, the required amount will be deducted from the Deposit.
2. The Customer is obliged to ensure that there is sufficient balance in the Deposit; if the balance is insufficient, PriServices may request additional payment, suspend or terminate the Service (in part).

4.3 Payment

1. Invoice customers: If the Client receives an invoice (only if this has been explicitly agreed), payment must be made within the period stated on the invoice. In all other cases, the invoice is automatically settled with the Depot.
2. If PriServices uses direct debit, the "Conditions Direct Debit Authorization" (see Appendix) apply.
3. If the Client defaults on timely payment, the Client is in default without further notice of default. PriServices is entitled to calculate the statutory (commercial) interest and collection costs.
4. Any objections to (parts of) an invoice do not suspend the payment obligation and can be submitted up to 3 months after the invoice date.

4.4 Rate changes

1. PriServices (or the relevant subsidiary BV) has the right to periodically review the rates. The Customer will be informed of this at least one calendar month in advance.
2. If the Customer does not agree to the rate increase, the Customer has the right to cancel the specific Service in accordance with the Service-Specific Terms.

4.5 Settlement between accounts

1. If a Client has multiple accounts (e.g., for different companies) and one account has a shortfall in the Deposit, while another account of the same Client has sufficient funds, PriServices shall be entitled to offset the balance.
2. PriServices will inform the Client of this by mentioning each settlement in the financial statement in the portal and on the invoice and, if necessary, consult about the settlement. In the event of urgent reasons (e.g. urgent payment, imminent non-payment), PriServices can settle immediately to ensure continuity of the Services.

4.6 Refund of the deposit after termination

1. Right to reimbursement
   After the Client has terminated his/her account and all associated services (hereinafter: "the Agreement"), the Client has the right to reclaim any remaining balance in the Depot for a period of fifteen (15) months. To this end, the Client must enter a valid IBAN number in the PriPortal, to which PriServices can transfer the refund.
2. Fifteen (15) month expiry period
   If the Client does not request a refund of the remaining Deposit within fifteen (15) months after the termination of the Agreement, the right to claim the remaining funds will lapse. The balance will then definitively accrue to PriServices.
3. Conditions and deadlines for refunds
   • If the Client uses direct debit:
     PriServices will wait at least fifty-six (56) days after the last collection before issuing the Depot refund. This is to process any chargebacks, chargebacks, or settlements.
   • If the Customer does not use direct debit:
     The refund will be made after the next billing/settlement period following the termination date. During this period, costs or consumption can still be processed.
   • Clearing:
     Any costs incurred or incurred for the (recently) terminated Service can still be set off against the balance in the Depot in the period after the termination. After that, any remainder will be paid to the Client.
   • No negative deposit elsewhere:
     The deposit refund will only be paid if Customer has no other accounts with PriServices with a negative Deposit balance (or outstanding payment obligations). PriServices may offset any positive balance against a deficit elsewhere, in accordance with Article 4.5 of these Terms and Conditions.
   • Bank fees:
     Any bank or transaction costs (e.g. in the case of international transfers or credit card refunds) associated with the refund of the Deposit will be borne by the Client.
4. Request and implementation
   • The Client must submit a refund request via the PriPortal or another method indicated by PriServices.
   • As soon as the conditions mentioned above have been met, PriServices undertakes to refund the remaining Deposit as soon as possible to the IBAN number provided.
   • PriServices is not liable for delay if the Client has provided incorrect or incomplete bank details.
   • Exceptions and Force Majeure - In the event of circumstances that fall under the definition of force majeure (as stated in article 6.2 of these General Terms and Conditions), the payment period may be longer, without PriServices being held liable for this.
   • If the original deposit on the Deposit was made via credit card, the refund will be made through our payment provider and can only be refunded to the same credit card with which the payment was made. The Client must contact PriServices to complete the necessary steps.

Article 5. Term and changes to the Terms

5.1 Duration

1. This Agreement is entered into for an indefinite period of time, unless a specific term is specified in the Service-Specific Terms or in a written agreement.

5.2 Changes to the (General) Terms and Conditions

1. Insofar as the terms and conditions of PriPost B.V., PriParcel B.V., PriOffice B.V. or PriTelecom are concerned, only the legal entity in question is authorised to amend or supplement those service-specific terms and conditions. PriServices B.V. is authorized to make changes to the overarching PriServices – General Terms and Conditions.
2. The procedure and notice period described in this agreement (30 days) apply in all cases, regardless of which legal entity implements the changes. The Customer will be informed of any changes at least 30 days before the entry into force, for example by e-mail or via the website.
3. If the proposed changes entail a material deterioration of the Customer's rights or a material increase in its obligations, the Customer has the right to terminate the agreement with effect from the date on which the changes take effect. This does not apply if the change has been made required by law.
4. If the Customer does not terminate within the period specified in paragraph c, the Customer will be deemed to have agreed to the change, and the agreement will remain in force unchanged but under the new conditions from the date of entry into force.

Article 6 – Notice period, termination, dissolution and immediate termination

6.1 Notice period

1. Unless otherwise stated in the Service Specific Terms for a specific Service, a notice period of one (1) calendar month applies; this means that cancellation before the end of a month will result in termination of the Service as of the end of the following calendar month. Cancellation can be done via the PriPortal.

6.2 Termination by the Client

1. The Customer can only terminate the Agreement with PriServices when there are no more current Services (PriPost, PriOffice, PriParcel and/or PriTelecom) and there are no outstanding receivables. As long as Customer uses one or more of these Services, the PriServices Agreement will remain in effect and cannot be terminated.

6.3 Termination/Termination by PriServices

1. PriServices (or the relevant subsidiary B.V.) is entitled to terminate or dissolve the Agreement and/or the Service Agreement(s) with immediate effect by means of a written or electronic notification to the Customer, without being obliged to pay any compensation, in the following cases:

• The Client imputably fails to fulfil a material obligation (e.g. payment obligation) and remains in default after notice of default;
• If the Client files for bankruptcy, is declared bankrupt, applies for or is granted a moratorium on payments or (in the case of natural persons) debt restructuring, or otherwise cannot freely dispose of its assets;
• If there is a (well-founded) suspicion that the Service(s) is/are being used for purposes contrary to any legal provision or contrary to the purpose of the Service(s), including (but not limited to) fraudulent activities and misleading advertising;
• If complaints, court rulings or decisions of a regulator show that there has been abuse or improper use of the Service(s);
• If the Customer is in arrears or in breach of these Terms and Conditions or the applicable Service-Specific Terms;
• If PriServices, due to legal provisions or changes in the provisions of suppliers, is forced to discontinue the Service(s).

Consequences of termination

• Upon termination or termination, Customer immediately loses the right to use the PriPortal and the Services. Any amounts still owed remain fully due and payable.
• Other consequences (e.g. deposit refunds, outstanding invoices, ongoing mail processing) are regulated in the relevant sections of these General Terms and Conditions or the Service-Specific Terms.
• PriServices reserves the right to claim damages in the event of attributable failure, deception, fraud or other unlawful conduct on the part of the Client.

6.4 Termination by PriServices or a subsidiary BV and revocation

1. If PriServices or a subsidiary (PriPost, PriParcel, PriOffice, PriTelecom) terminates the agreement with the Customer due to non-payment or another reason, a ‘revocation’ of this termination can take place within the terms and conditions of PriServices or the subsidiary in question. In that case, see the service-specific terms and conditions of the subsidiary in question for further details.

Article 7. Unauthorized Use After Termination

7.1 End of use of address/service

1. After termination or dissolution of the Agreement – or of a specific service agreement (such as PriPost, PriOffice, PriParcel or PriTelecom) – the Customer is no longer permitted to use the provided address, account, facilities or other elements of the Service.

7.2 Penalty for continued use

1. If, after (formal) termination, the Client continues to use (for example) the postal address (PriPost) or the office location (PriOffice) or other related services, PriServices – or the relevant subsidiary B.V. – impose a fine. The amount of this fine and any administration costs are stated (service-specific) in the relevant Service-Specific Terms. The fine is not subject to mitigation.

7.3 Additional compensation

1. This provision does not affect the right of PriServices or the relevant subsidiary B.V. additional damages, if there is demonstrable damage, unlawful use or other reasons to recover additional costs.

7.4 Withdrawal/Termination

1. If a termination is revoked in accordance with the service-specific terms (e.g. within 3 months of non-payment), the penalty may be waived in whole or in part, see the relevant service-specific terms for the exact arrangement.

Article 8 – STANDBY – Status of the Account

8.1 Grounds for STANDBY

PriServices (or its respective subsidiary B.V.) may assign the Customer the status "STANDBY", which temporarily suspends the provision of Services (in whole or in part), in the following cases:

1. Insufficient Deposit:
   the (preliminary) balance (Deposit) is or remains insufficient to cover current or future costs.
2. Missing/invalid KYC documents:
   Required IDs, Chamber of Commerce extracts, UBO statements or additional questions have not been (sufficiently) provided or do not meet legal requirements.
3. Suspicion of fraud or unlawful use:
   there are serious indications that the Customer or addressees are acting in violation of laws or regulations (e.g. money laundering, misleading advertising (complaints of) fraud).
4. Late payment:
   the Customer has overdue payments for other Services or a negative Deposit in another account.
5. Other reasons:
   PriServices has notified Customer of a specific reason (e.g., violation of internal policies or compliance rules) that justifies STANDBY.

8.2 Reporting obligation and inspection

1. PriServices will inform the Client as soon as possible, preferably via the PriPortal, e-mail or push notification, that the account has been given the STANDBY status and what the reason is.
2. The Customer can see at all times in the PriPortal that the account has the STANDBY status and which reason(s) have been given.

8.3 Consequences of STANDBY

1. The provision of Services is temporarily suspended. For example, mail processing, forwarding (PriPost), telecom (PriTelecom) or other functionalities in the PriPortal can be (partially) blocked.
2. Registered documents may be refused. PriServices (or its subsidiary B.V.) cannot perform actions for unauthorized/blocked recipients.
3. During STANDBY, the Customer remains liable to pay (subscription) costs and any storage, custody costs or other administrative costs on an ongoing basis.

8.4 Troubleshooting the STANDBY Status

1. Once Customer removes the cause of the STANDBY (e.g., completes the Deposit, provides missing documents, pays overdue invoices, etc.), PriServices will assess within a reasonable period of time whether the Service(s) can be restarted.
2. If all reasons for STANDBY have been lifted, PriServices will resume the Service(s). The required turnaround time may vary depending on the administrative processing.

8.5 Liability and ongoing costs

1. PriServices cannot be held liable for (consequential) damage if the Client is temporarily unable to use the Service(s) during STANDBY, insofar as this STANDBY status is caused by one of the grounds referred to in paragraph 1.
2. STANDBY does not release the Customer from ongoing payment obligations, administration and/or storage costs that remain due during this period.

8.6 Termination of agreement

1. If the Client does not remove the ground(s) for STANDBY within a reasonable period of time, PriServices (or the respective subsidiary B.V.) may terminate the Agreement(s) definitively, without prejudice to the right to compensation and any other legal action.

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End of PriServices – Terms and Conditions

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ANNEX A – Conditions Direct Debit Authorization

Article A1 Definitions

1. "Direct Debit" means the method by which Customer instructs PriServices or its designated collection partner to automatically debit amounts from his/her bank account on pre-agreed terms, in accordance with the SEPA Direct Debit Arrangement.
2. "Direct Debit Authorization" means the written or digital consent, issued via the PriPortal, by which the Customer authorizes PriServices to carry out the direct debit.

Article A2 Scope

1. These terms and conditions apply to all Direct Debit Orders that PriServices performs on behalf of the various Pri Services for:

• Automatically topping up the prepaid Depot so that there is sufficient balance to continue to purchase the Services;
• Collecting monthly PriOffice membership fees.

The Direct Debit Authorization does not apply to payments for PriParcel shipments.

Article A3 Authorisation and procedure

1. By activating the Direct Debit via the PriPortal, the Client instructs PriServices to debit the amount due from the specified bank account on the agreed terms.
2. PriServices complies with the applicable SEPA Direct Debit rules and other relevant laws and regulations when carrying out these direct debits.
3. In the event of a failed direct debit (reversal), the Client will receive a notification and a second attempt will be made.
4. In the event of repeated reversals, PriServices reserves the right to revoke the Direct Debit Authorization in its entirety.

Article A4 Obligations of the Customer

1. The Customer must provide and maintain correct and up-to-date bank details in the PriPortal at all times.
2. The Customer is responsible for any bank or transaction fees charged by his/her bank in connection with the Direct Debit.

Article A5 Notification and variable direct debit amounts

1. PriServices will notify Customer at least 2 days prior to a scheduled collection, for example via email.
2. The amount to be collected may vary depending on the services purchased and the balance in the Deposit.
3. In the case of a PriOffice membership (monthly contract), PriServices will collect the monthly membership costs on the first day of each month, separately from any direct debits for the Deposit.

Article A6 Deposit and collection costs

1. PriServices reserves the right to request a security deposit prior to the first collection.
2. All costs associated with the execution of the Direct Debit – including bank transaction costs and administration costs – are for the account of the Customer, unless otherwise agreed in writing.

Article A7 Amendment and withdrawal of authorisation

1. The Customer can revoke or change the Direct Debit Authorization at any time via the PriPortal.
2. PriServices reserves the right to unilaterally change the Direct Debit Authorization, provided that the Client is informed of this in writing or electronically at least 30 days prior to the change.
3. If the Client withdraws the Direct Debit Authorization, he/she remains obliged to pay all amounts already due up to the date of withdrawal.

Article A8 Final provisions

1. These Direct Debit Terms and Conditions form an integral part of the PriServices – General Terms and Conditions and apply to all Agreements where Direct Debit has been chosen as a means of payment.
2. These terms and conditions are exclusively governed by Dutch law and disputes will be submitted to the competent court in The Hague.

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End of ANNEX A – Conditions Direct Debit Authorization

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Version: 2.0

Date: 18-01-2025