Inlösenavtal /
Acquiring Ageement
GENERAL TERMS FOR CARD ACQUIRING
PAYTRIM AB
February 2022 - Version 1.0
1.BACKGROUND
1.1 Paytrim AB, corp. reg. no. 559155-1329 (“Paytrim”), is a companyproviding services within acquiring of card transactions. Paytrim has a licenseto provide payment services, and is under the supervision of the SwedishFinancial Supervisory Authority (Sw. Finansinspektionen).
1.2 The parties pursuant to the Agreement are Paytrimand the Merchant (as defined below). Paytrim and the Merchant are hereinafterjointly referred to as the “Parties” and individually as a “Party”.
2.DEFINITIONS
2.1 In this Agreement, the following definitions shall apply.
“Agreement” means the Order Form, the Price List, Paytrim AB's written confirmation/approval of the the Order Form, the General Terms, any applicable Instructions and any other document expressly appended to the General Terms.
“Business Day” means a day (excluding Saturdays and Sundays) on which banks are open for general business in Stockholm.
“Card” means a card or another form of payment instrument, duly issued by and authorized or licensed card issuer, bearing a trademark of a card type which the Parties have agreed shall be covered by the Agreement, e.g. Mastercard, Maestro, Visa, Visa Electron. The agreed card types are set out in the Order Form.
“Cardholder” means the natural person in whose name a Card has been issued.
“Card Information” means information printed, impressed or embossed on the front or back of a Card and/or information stored in a Card’s magnetic stripe, chip or similar technology, used to identify a Card including e.g. the card number, expiry date and the Card security code.
“Card Schemes” means the card schemes agreed to be covered by the Agreement as part of the Order Form.
“Card Schemes Requirements or CSR” means allrules, guidelines, regulations or similar directives issued by a Card Scheme(and available at the respective Card Scheme’s website) and relevant to theservices provided by Paytrim AB under this Agreement.
“Chargeback” means any claim for the return of funds to a Cardholder, issuer of a Card or Merchant related to a Transaction as applicable (irrespective of the reason for such claim), in accordance with CSR.
”ContactlessPayment” means a payment where the Card is held very close to the Terminal to let the Terminal capture the information stored on a Card.
“Data Protection Legislation” means all data protection laws applicable to a Party in relation to such Party’s processing of personal data, including but not limited to the General Data Protection Regulation (Regulation (EU) 2016/679).
“GeneralTerms” means these general terms and conditions, as updated from time to time, as well as any changes to the Agreement duly communicated in accordance with Section 18.1.
“Instructions” means the instructions and operational routine descriptions issued by Paytrim AB in writing from time to time (appended to the General Terms or available at Paytrim AB’s website www.paytrim.com) to the Merchant pursuant to the CSR’s and/or the services provided under the Agreement.
“Brokerage Fee” shall have the meaningset out in Section 9.1 below.
“Merchant” means the legal entity, set out in the Order Form, which is granted connection to Paytrim AB’s system for acquiring card transactions.
“Merchant Account(s)” means the account(s) for payments under the Agreement, as set out in the Order Form or otherwise provided in a manner acceptable to Paytrim AB, established and maintained by the Merchant at well-established financial institutions acceptable to Paytrim AB.
“Merchant ID or MID” means a unique merchant identification number connected to the Merchant Stores and Merchant POS covered by the Agreement.
“Merchant Stores” means the Merchant’s store(s), e.g. the physical address from which the Merchant’s products/services are sold, as specified in the Order Form, having one or more Merchant POS.
“Merchant POS” means the Merchant’s point of sales in any of Merchant’s Stores, having one or more Terminals.
“Order Form” means the Merchant’s application for acquisition of Card transactions, to which the General Terms are appended.
“Paytrim Fee” shall have the meaning set out in Section 9.1 below.
“PCI Standards” means the applicable PCI standards published on www.pcisecuritystandards.org, relating to the processing of Card Information in a secure manner.
“Purchase Transactions” means purchase transactions in which a Card is used as means of payment.
“PSP” means an legal entity providing technical solutions and services for handling authorizations and/or Transactions and/or Chargebacks, operating as a subcontractor to, or on-behalf of, the Merchant.
“Price List” means the from time to time applicable price list of Paytrim AB for providing the services of acquiring card transactions. The prices applicable at the time of Merchant’s order will be appended to the Order Form.
“Refund Transactions” means any refund or crediting of a corresponding Purchase Transaction.
“Secured Amounts” means any and all from time to time moneys, debt and liabilities owed or incurred by the Merchant pursuant to any unpaid fees or any other obligation under the Agreement.
“Terminal” means technical equipment which captures information stored on a Card in order to create a Transaction, irrespective of whether the information is stored on a magnetic stripe, a chip or on any equivalent technology.
“Transaction” means, collectively, Purchase Transactions and Refund Transactions.
3. SCOPE OF THE AGREEMENT
3.1 In accordance with the Agreement, Paytrim AB shall provide services by being able to acquire Transactions carried out with a Card at the Merchant Stores. Transactions may only be made in the currencies agreed in the Order Form.
3.2 Paytrim AB will provide Merchant with Merchant ID connected to the Merchant Stores and the Merchant POS that the Parties have agreed shall be covered by the Agreement. The Merchant must always use such Merchant ID when reporting Transactions to Paytrim AB.
3.3 The Merchant is responsible for ensuring that the Merchant’s sales and all transactions are completed in accordance with relevant domestic and international laws and regulations, including by ensuring that the products/services sold are allowed under applicable laws and regulations.
3.4 The Merchant may only accept payments for activities, products or services that have been registered with and approved by Paytrim AB as part of the Order Form.
4.CSR AND INSTRUCTIONS
4.1 The Parties agree and acknowledge that all services and the cooperation covered by the Agreement shall at all times be carried out in accordance with the CSR. In the event of a conflict between the terms of the Agreement and the CSR, the CSR shall take precedence.
4.2 Each Party shall immediately notify the other Party if it becomes aware that the services or the cooperation covered by the Agreement is not conducted in accordance with the CSR. In such case, the Parties’ shall immediately enter into discussions on how to ensure that the services and/or cooperation can be made compliant with the CSR. If the Parties cannot find a solution within 10 Business Days from the date the discussions were initiated, then either Party shall be entitled to terminate the Agreement with immediate effect.
4.3 Should a Card Scheme notify either Party that the services or cooperation covered by the Agreement is not compliant with the CSR, such Party shall immediately notify the other Party hereof.
4.4 In the event Paytrim AB becomes aware of any material changes to the CSR and provided that such changes are of importance for the services provided under the Agreement, Paytrim AB undertakes to inform the Merchant without undue delay.
4.5 Paytrim AB shall have the right to, from time to time, issue Instructions and (at any time) change, amend and/or otherwise revise existing Instructions. Any changed, amended or revised Instruction shall come into effect 30 days’ following the Merchant’s receipt of a written notice of such changes, amendments and/or revisions. In the event of a conflict between the General Terms and the Instructions, the Instructions shall take precedence.
5.MERCHANT’S UNDERTAKINGS
5.1 The Merchant undertakes to:
a) to comply with the Agreement, and any Instructions relating to the Agreement;
b) to treat all Cards equally (irrespective of the amount) amongst the Card types that are, from time to time, accepted by the Merchant for payment of its goods or services;
c) to respond to Cardholders’ disputes and handle Chargebacks in accordance with Instructions and in accordance with the CSR;
d) not to accept the use of Cards (i) for any fraudulent purposes, (ii) in any other manner which contradicts with the permissible use of the Cards or (iii) for any purpose not approved by the relevant Cardholder;
e) not to submit any Transaction to Paytrim AB that is illegal, or that the Merchant should reasonably known to be illegal, or any Transaction which could harm to goodwill or reputation of Paytrim AB;f)in connection to a payment by Card (i) not to dispense cash other than as expressly permitted by the applicable Instructions, (ii) not to issue cheques or other payment instructions, or (iii) not to secure payment for any claims other than payment for the Merchant’s goods and/or services;
g) not to use Paytrim AB’s trademark, brand-name or business name, for any other purpose than in accordance with the Agreement or as otherwise agreed in writing between the Parties;
h) to comply with all from time to time applicable laws and regulations;
i) not submit or transfer to Paytrim AB any Transactions which have been carried out at a location other than the Merchant Stores;
j) not create multiple purchase transactions with respect to a single purchase with the same Card;
5.2 All refunds should be made to a preceding Purchase Transaction and be made using the same Card that was used for the Purchase Transaction.
5.3 In the event that the Merchant holds a Card, Merchant’s Card may not be used for payment at the Merchant Stores. Merchant is to be considered holding a Card if the relevant Cardholder is an owner, or a partner, of the Merchant.
5.4 Upon becoming aware of any incorrectly executed Transaction, the Merchant shall without any undue delay, and under no circumstance later than within 45 calendar days, notify Paytrim AB of the incorrectly executed Transaction and request rectification of the same.
5.5 Merchant may not, when offering goods and/or services, apply a higher price (or surcharge) for any payments made by Card than the price applied for payments made by any other form of payment. Notwithstanding the foregoing, Merchant may apply a higher price (or surcharge) if permitted by applicable law (including European Union Regulation 2015/751 on interchange fees ford card-based payment transactions) and the CSR. All Cardholder’s must be notified by Merchant of any applied surcharges prior to executing the Transaction.
6. SECURITY REQUIREMENTS AND PCI STANDARDS
6.1 The Merchant hereby undertakes to comply with any and all applicable PCI Standards. Furthermore, the Merchant undertakes not to store any sensitive data regarding Cards or data relating to Transactions other than as strictly necessary for the purposes of providing Merchant’s goods/services and/or to comply with applicable laws and regulations.
6.2 The Merchant further warrants that any third party service provider engaged by the Merchant for the purposes of the Agreement, will only use technical solutions and equipment that in all respects comply with the applicable PCI Standards. The Merchant assumes full liability for ensuring that any such solutions or equipment complies with applicable PCI Standards.
6.3 The Merchant further undertakes to without undue delay:
a) notify Paytrim AB of any breach, or suspected breach, or non-compliance by the Merchant (or any third party) of the requirements set out in Sections 6.1 – 6.2 above;
b) notify Paytrim AB and Merchant’s PSP of any suspected irregularities or fraudulent use of any Card Information.
7.1. UNDERTAKINGS ANDLIABILITY OF PAYTRIM
7.1 Subject to the terms of the Agreement Paytrim undertakes to make payment, recoup any fees, any credits, adjustments, fines and Charge backs to the Merchant Account(s) for Purchase Transactions, provided however that (i) the Purchase Transaction is received within the time set out in the Instructions orotherwise communicated in writing by Paytrim, (ii) the Purchase Transactionfulfills all requirements under the Agreement, (iii) Paytrim having received the corresponding funds the relevant Card Scheme (as applicable) and (iv) the Merchant has fulfilled all of its other obligations under the Agreement.
7.2 Although Paytrim cannot offer any explicit warranty regarding the when any specificPurchase Transaction will be settled in accordance with Section 7.1 above,Paytrim’s ambition is that all Purchase Transactions shall be settled within one (1) Business Day following the date of the Purchase Transaction. However,due to circumstances outside of Paytrim’s control (e.g. due to foreign banking holidays or similar), the Purchase Transaction may be settled later but Paytrim’s ambition is that all Purchase Transactions (under all circumstances) will besettled within three (3) Business Days following the date of the Purchase Transaction.
7.3 The obligations of Paytrim pursuant to this Agreement extend only to Transactions that are actually received by Paytrim. If the Merchant engages any third party in respect of any Transaction to Paytrim, thenPaytrim shall have no liability for any claim, action or omission relating to the co-operation between the Merchant and third party. Nor shall Paytrim have any liability for any mistake, error, or similar in Transactions received by Paytrim insofar as such is due to circumstances attributable to the third party.
7.4 Paytrim shall provide the Merchant with information of the amount involved in each Transaction, the fees that have been applied and (as applicable) any exchange rate used. The aforementioned information will be provided within the time and in the manner agreed between the Parties.
8. LIABILITY OF THE MERCHANT
8.1 In relation to each Cardholder, the Merchant remains fully liable for any and all defects, deviations in quality, condition and/or performance of the goods and services sold by the Merchant.
8.2 The Merchant’s liability pursuant to section 8.1 above shall apply notwithstanding any agreement which may have been reached between the Merchant and the Cardholder, the purchaser or any other party.
8.3 The Merchant shall be obligated, upon Paytrim AB’s request, to reimburse Paytrim AB for all amounts (and any applicable interest and handling charges) which Paytrim AB has paid/refunded to an issuer of a Card or a Cardholder or any other party, or any other cost incurred for Paytrim AB as a consequence of:
a) any card issuer’s final debiting of Paytrim AB in respect of a Transaction subject to a complaint pursuant to the CSR’s provisions on Chargebacks;
b) the Merchant having accepting an invalid or forged Card or a Card which has been used in an unauthorized manner;
c) the Merchant’s breach of its obligations under the Agreement;
d) the Merchant’s obligations pursuant to section 8.1 above;
e) the Merchant’s breach of any Instructions; or
f) the Merchant’s breach of applicable laws or regulations.
9.1 The Merchant shall, in consideration for the services provided by Paytrim hereunder, pay to Paytrim the prices and fees as set out in the Price List (as amended from time to time). Unless otherwise set out in the Price List, the fees payable by the Merchant is divided into two categories, Paytrim’s own card acquiring service fees (the “PaytrimFee”) and the brokerage fees applied by the issuers of the different Cards,including fees for card issuing, processing and network (collectively the “Brokerage Fees”).
Paytrim guarantees that the Paytrim Fee will not be increased for the term of the Agreement.However, changes to the Brokerage Fees are outside of Paytrim’s control and thus Paytrim reserves the right to, during the term of the Agreement and without the Merchant’s prior written consent, amend or change the Brokerage Fees when necessary. However, Paytrim will never charge a Brokerage Fee that is higher than the actual underlying fees applied by the issuer of the relevant Card.
Paytrim will always notify the Merchant of any changes of the Brokerage Fees not later than 30 calendar days prior to the relevant fee changes coming into effect.
9.2 Paymentof any prices and fees shall be made by Paytrim deducting the relevant priceand/or fee in connection with processing the relevant Transaction. If Paytrimis not able to deduct the prices and fees in accordance with the above, Paytrimshall have the right to invoice Merchant for any outstanding amount payable byMerchant.
10. PAYTRIM AB’S RIGHT TO WITHHOLD
10.1 Paytrim AB shall be entitled to immediately withhold payments (in an amount corresponding to the Secured Amounts) to the Merchant Account(s) if (i) the Merchant fails to fulfill its obligations under the Agreement, (ii) the Merchant’s solvency or financial situation reasonably can be questioned, (iii) when notice of termination of the Agreement has been given or (iv) if, and when, Paytrim AB have determined that they have a right to terminate the Agreement, but has (for whatever reason) chosen to delay such termination.
10.2 Further, Paytrim AB shall be entitled to withhold or delay payments to the Merchant Account(s) if Paytrim AB reasonably considers it probable that a Transaction will be subject to a Chargeback. The withheld amount shall in such case correspond to the anticipated Chargeback.
10.3 If Paytrim AB exercises its right to withhold or delay payments in accordance with the above, Paytrim AB shall, within a reasonable time determined by Paytrim AB, provide Merchant with information regarding the withheld or delayed amounts.
11. TERM
11.1 The Agreement shall be deemed effective on the day on which Paytrim AB provides their written approval to the Merchant and grants Merchant access to its system for acquiring card transactions. The written approval shall be provided to Merchant by way of email (to the email address set out in the Order Form) or by such other method agreed between the Parties. The agreement shall remain in force indefinitely, and may be terminated subject to a mutual notice period of 30 calendar days.
11.2 Furthermore, either Party shall be entitled to terminate the Agreement with immediate effect in the event of the other Party’s material breach of its obligations under the Agreement.
11.3 In addition to the above, Paytrim AB shall always be entitled to terminate the agreement with immediate effect in the event:
a) the Merchant does not comply with its obligations pursuant to section 8.3;
b) payment is not made in accordance with section 8;
c) the Merchant is in material breach of the CSR and Paytrim AB has notified the Merchant of such breach;
d) the Merchant fails (or Paytrim AB reasonably considers it likely that the Merchant will fail) to perform its obligations in relation to any Cardholder with respect to the goods and/or services sold to such Cardholder;
e) the number of fraudulent Transactions, Chargeback’s or Refund Transactions or complaints from Cardholder’s at the Merchant Store is unreasonably high; or
f) the Merchant is, or is deemed, insolvent for the purpose of any applicable law or regulation or admits its inability to pay its debts as they fall due or suspends making payments on any of its debts or commences negotiations with a view to rescheduling any its indebtedness.
12. MERCHANT REPORTING OBLIGATIONS
12.1 The Merchant shall, without undue delay, notify Paytrim AB in writing of any changes relating to the Merchant’s company name, ownership structure, address, telephone (or other contact details), relevant account numbers, changes in the object of the company (Sw. verksamhetsföremål) or any other similar changes that may be of relevance for the Agreement.
13. FORCE MAJEURE
13.1 A Party shall not be liable for failure to perform an obligation under this Agreement or for default if and for so long as the failure or default is due to causes beyond its reasonable control including, but not limited to, fire, flood, strikes, labour conflicts or other industrial disturbances, war (declared or undeclared), terrorism, breakdown of public communications or information channels, breakdown of transportation channels, changes in legislation or political conditions, embargoes, blockades, riots or changed provisions by public authorities. Such Party is entitled to reasonable extension of any delivery time, and reasonable extension of any time period specified in the Agreement, provided however that such Party provides the other party (where possible) with a written notification thereof without undue delay.
13.2 If either Party’s performance of the Agreement is materially hindered due to any event referred to in section 13.1 above for a period longer than 30 Business Days, then either Party shall be entitled to terminate the Agreement subject to 15 days’ written notice to the other Party.
14. PERSONAL DATA
14.1 In its performance of the Agreement, Paytrim AB may process personal data related to either (i) the Merchant, its representatives, owners or other contact persons, collected by Paytrim AB for KYC purposes and (ii) the Cardholder, in the form of Card Information, when handling any Transaction ((i) and (ii) above, collectively the “Personal Data”). Paytrim AB will process the Personal Data as a data controller and will be responsible for complying with Data Protection Legislation with respect to its processing of the Personal Data.
14.2 To the extent Merchant process any personal data for its own purposes, unrelated to Paytrim AB, Merchant is the data controller with respect to any such processing and thus responsible for complying with Data Protection Legislation with respect to the processing of such personal data.
14.3 Neither Party shall be liable in relation to the other Party for any breach of such Party’s obligations under Data Protection Legislation.
15. CONFIDENTIALITY
15.1 Each Party is obligated to treat all information relating to the other Party and the Agreement as confidential. This duty of confidentiality shall, however, not apply if (i) the Parties have agreed in writing that certain information can be disclosed, (ii) a Party is required to disclose information due to law, regulation, the CSR’s or decisions from public authorities, or (iii) where the information is publicly known and has come into public knowledge in any way other than by a Party’s breach of the confidentiality undertakings in the Agreement.
16. ASSIGNMENT
16.1 Neither Party may assign any of its rights and/or obligations pursuant to the Agreement to any third party without the other Party’s written consent, which shall not be unreasonably withheld, delayed or made contingent on conditions. Paytrim AB may, however, without the consent of the Merchant, assign its rights and/or obligations to companies within Paytrim AB’s group of companies (Sw. koncern).
17. SEVERABILITY
17.1 If any provision of this Agreement is adjudged by a court or arbitration tribunal to be invalid, void, or unenforceable, the Parties agree that the remaining provisions of this Agreement shall not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of the Parties, and that this Agreement shall in any event otherwise remain valid and enforceable.
18. CHANGES TO THE GENERAL TERMS
18.1 Paytrim AB has the right to change and amend the General terms without the prior written approval of the Merchant, subject to Paytrim AB at least 30 days’ prior to such changes coming into affect, provide the Merchant with a copy of the changed/amended General Terms. If the Merchant does not object to the changes within the aforementioned 30 days’ period, Merchant shall be deemed to have accepted all changes/amendments.
19. MISCELLANOUS
19.1 Other than as expressly stated in the Agreement, the Parties shall not be entitled to represent each other or to use the other Party’s trademarks, business names, company names or know-how without the other Party’s prior written consent in each individual case.
19.2 Each Party undertakes to promptly notify the other Party of any circumstance or matter that affects, or reasonably could affect, the Parties cooperation and obligations under the Agreement.
19.3 Subject to section 18, amendments or modifications of this Agreement will not be binding unless agreed upon in writing and signed by the Parties.
19.4 This Agreement replaces all previous agreements, whether oral or written, between the Parties regarding the subject matters contained herein.
20. GOVERNING LAW AND ARBITRATION
20.1 This Agreement shall be governed by the laws of Sweden.
20.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, and which cannot be resolved through negotiation shall be resolved by Swedish courts in which case Stockholm City Court shall be the venue.
