General Terms & Conditions Marketplaces

v 1.0 Sept 2015

Trustly Payments

Introduction

Please read these general terms and conditions (“Terms & Conditions”) carefully. In case you do not accept the Terms and Conditions, do not proceed with the sign-up procedure.

By using the Service, you (the "Merchant") agree to the Terms and Conditions as set forth herein.

The Service provided to the Merchant is a bank independent payment solution supporting the Merchant´s and its Users execution of pay-ins (deposits), payouts (withdrawals), refunds and currency conversions in relation to bank accounts in the major banks in a selection of countries for the purposes of P2P-payments.

By accepting this agreement, the Merchant authorizes the Provider to hold, receive, and disburse funds on behalf of the Merchant and its Users.

The Service allows for a swift and secure bank transfer in a user-friendly interface without the need for any additional software or registration arrangements. The Service is not offered by or affiliated with the banks covered. The Service is provided by Trustly Group AB, registered in Sweden under Reg No 556754-8655 (the “Provider”). The Provider holds a permit as a payment institution and is monitored and supervised by the Swedish Financial Supervisory Authority.

Definitions

  1. The Agreement – The Agreement between the Parties, which consists of the Sign-Up Form, the General Terms and Conditions and the attachments hereto (listed in section 3 below), all said documents being referred to as “the Agreement”.
  2. Bank Day – The days of Monday through Friday with exception to such days, which are public holidays or bank holidays according to the law in the country in which the Service is provided, or according to customs and traditions in such country.
  3. Confidential Information – For the purpose of this Agreement, confidential information shall mean any and all information provided by one Party to the other – including but not limited to technical, practical and commercial information – save as provided under A-C below:
    1. Information, which is known or which will become known in full detail to the public other than by breach of the obligations herein contained.
    2. Information, which the receiving Party can show was in its possession before making this undertaking.
    3. Information, which the receiving Party has received or will receive from a third party without restraints as to the disclosure thereof.
  4. Designated account – An account held by the Merchant, which shall be used for settlements as stipulated in Section 6.3 of this Agreement.
  5. Go-Live Date – The date when the Service is agreed to be taken into active use by the Merchant and offered to Users.
  6. Price list – the prices set forth in the Sign-up form.
  7. The Service – The bank independent payment solution provided by the Provider for the purposes of marketplace / peer-to-peer related payments.
  8. Software – the API, source and object code, documentation, including all parts and versions in the form provided as well as decompilations, modifications and reproductions thereof or any other software or other program written, developed or provided by the Provider.
  9. User – Any company/person receiving or sending payment using the service offered by the Merchant to its users.
  10. Sign-Up Form – The form referred to in 2.1, which includes details of the Merchant and the Services provided and specific terms agreed by Trustly and the Merchant.

Attachments

  1. Attachment 1 – Terms and Conditions for use of KYC Product
  2. Attachment 2 – Service Presentation Requirements (available at https://trustly.com).
  3. Attachment 3 – End User Terms and Conditions (as applicable from time to time, available at trustly.com).

Representations And Warranties Of The Parties

  1. The Parties hereby represent and warrant to the other Party the following and acknowledges that the other Party has entered into this Agreement in reliance on the representations and warranties. All of such representations and warranties are true, complete and accurate as of the date hereof.
  2. The respective Party is duly organized and validly existing under the laws of its domicile, and has the legal capacity and corporate authority to own its property and carry on its business as now conducted and is not in breach of its by-laws.
  3. To their respective knowledge, the respective Party is and has at all times been, in all material respects, in compliance with, applicable laws and regulations related to its business operations.
  4. The respective Party conducts its business in full compliance with all EU anti money laundering legislation and any and all applicable national legislation in the field of anti-money laundering and prevention of terrorism.

Principal Commitments Of The Provider

  1. The Provider will provide the necessary Software and upgrades thereof in order to provide and ensure access to the Service as well as staff, servers and other components necessary to ensure the function of the Service, provided the Merchant complies with its undertakings in section 6.1 and section 7.
  2. The Provider will treat the Merchant as a prioritized business partner and make every reasonable effort to uphold the functionality of the Service in a professional and workman-like manner consistent with industry standards reasonably applied to similar services. The Merchant, however, acknowledges that the availability and functionality of the Service is significantly dependent on the full functionality of third-party systems, primarily those of the banks, and that the Provider does not and cannot guarantee the functionality of the Service in the event of failure, malfunction or adjustments within such third-party system or lost access thereto. Moreover, the Merchant recognize that offered transaction speeds may not be met in the event of significant peaks of transaction volumes initiated under a short period of time or during planned maintenance and that such delay does not constitute liability.
  3. The Provider will in a timely manner provide necessary support, maintenance and instructions necessary to implement and uphold the functionality of the Service in the business of the Merchant, provided the Merchant complies with its undertakings in section 6.1 and section 7.
  4. The Provider will keep ample records of the funds of the Merchant and its Users in such a manner that those funds are appropriately distinguished with respect to applicable legislation regarding matters of bankruptcy and general insolvency.
  5. The Provider will take all reasonable measures necessary to protect deposited assets and ensure that the funds at all times are individualised in a manner so that they may not reasonably be considered the property of the Provider or a third party.
  6. The Provider agrees to, at all times; act loyally, in good faith and in conformity with the spirit of the purposes of this Agreement.

Principal Commitments Of The Merchant

  1. The Merchant shall provide access to its systems, staff, equipment and premises to the extent necessary for the Provider to fulfil its undertakings as set forth in this Agreement. The Merchant will comply with any instructions given by the Provider relating to the Services, in order for the system to function as set out in this Agreement.
  2. The Merchant warrants that it will take every appropriate measure needed to ensure that the Service is used only for lawful purposes and in full compliance with applicable EU anti money laundering- and terrorist financing-directives at all times during the validity of this Agreement. By signing this Agreement, the Merchant undertakes to carry out customer due diligence (“KYC”) on the Users in accordance with applicable laws and regulations (if applicable). The Merchant shall take steps necessary to verify any User that deposits or withdraws funds when using the service of the Merchant. Such steps may include, for example, verifying a government issued identity from the User, matching the recipient’s identity against reliable third-party databases, or other methods that the Merchant reasonably believe will ensure that the identity of the User is accurate. Upon request by the Provider (where needed in order for the Provider to comply with applicable law) the Merchant undertakes to provide copies of internal policies/guidelines relating to AML/terrorist financing-regulations and any and all information and documentation related to transactions, including but not restricted to information regarding the identity of Users, executed within the scope of the Service provided under this Agreement. Moreover, the Merchant acknowledges that the Provider is (by law) required to suspend – or as the case may be not activate – the Services should the Provider not obtain the required information. Where the delay of providing the information exceeds four weeks (28) days, the Provider shall be entitled to terminate the Agreement with immediate effect.

    The Provider will transfer available funds upon instructions received from the Merchant. It is the Merchant’s obligation to inform the Users of the conditions for transfer of funds. The Merchant is solely responsible for determining the accuracy and completeness of any payment instructions provided to the Provider.

    By designating a User to receive available Funds, the Merchant represents and warrants that:

    • the Merchant has verified the identity of the User and the accuracy of the payment details associated with such User;
    • the transfer of available funds to the User is not associated with any unlawful transaction or activity by the Merchant or the User;
    • the Merchant has a contract with the User that obligates the Merchant to facilitate for the available funds to be transferred; and
    • the payment of available funds is directly related to a transaction that the Merchant facilitated via the Service.
  3. The Provider may share with the Merchant details of the identity of the User as obtained from the User’s bank account at the time of payment or at any other time the User uses the Service to access his/her online bank account as part of the Merchant’s KYC, provided the Merchant complies with the Provider’s terms in this respect as set out in Attachment 1.
  4. The Merchant is solely responsible for providing customer support service to User’s for any and all issues related to the Merchant’s products and services, including but not limited to issues arising from the processing of User’s payments through the Service.
  5. The Merchant acknowledges that funds handled by the Service may be settled to the Designated account(s) or to Users as instructed by the Merchant only. Before settlement of funds to the Designated account(s), the Merchant shall provide adequate documentation proving that the Merchant is the rightful holder of the Designated account(s).
  6. The Merchant shall take every precaution necessary to prevent unauthorized access to the Service and acknowledges that any and all actions taken in the Services back office-system through an account of the Merchant shall be supposed to have been carried out by the Merchant unless otherwise is proven in the view of the Provider.
  7. The Merchant acknowledges that the rendering of Services under this Agreement does not constitute any obligations for the Provider in relation to any other subject than the Merchant. The Agreement merely provides to the Merchant a payment method, which the Merchant may or may not utilize in the course of its operations.
  8. The Merchant agrees to, at all times; act loyally, in good faith and in conformity with the spirit of the purposes of this Agreement.

Fees

  1. The Service of the Provider is subject to fees, which are specified exclusive of any applicable taxes (if applicable), as declared in the Sign-up form. The Merchant undertakes to arrange for payment in accordance with the provisions of this Agreement.
  2. General consultancy services and running assistance if required by the Merchant is charged EUR 150 per hour, in 0.25 hour increments. Additionally, the Provider reserves the right to levy additional charges according to this section if the Provider is obliged under applicable statutes or governmental requirements to take extraordinary measures or precautions due to the amount being subject for transaction
  3. Unless another payment arrangement is made, the charges are due and reserved by the Provider continuously as they are incurred from funds deposited with the Provider.
  4. The Merchant acknowledges that the balance of available funds at a given time constitutes a limit with respect to the effectuation of transactions. The Provider will not process a transaction for which payment cannot be debited from the funds available.

Handling Of Funds

  1. Upon delay in any payment of fees or other charges (which for any reason has not been deducted directly from the transferred funds in accordance with section 7.3), the Provider reserves the right to withdraw an amount corresponding to due and undisputed charges from the Merchant's account with the Provider under the precondition that the Provider has sent a reminder to the Merchant and the charges remain unpaid ten (10) days after the sending of the reminder.
  2. Funds transferred to accounts used in the Service shall be considered free and clear of any banking fees or other charges incurred in relation to the Merchant or its Users. The Merchant agrees to fully compensate the Provider upon demand for all charges, fees, costs and expenses regardless of its nature which might arise with respect to such first said fees or charges.
  3. In the event that the Merchant does not have funds available with the Provider in the currency in which the prices are set according to this Agreement, an additional currency conversion fee will be charged.
  4. Funds transferred and held by the Provider do not generate interest.
  5. In the event that a User has made a transfer as a consequence of fraud, mistake or similar reason and the transferred amount has been paid to the Merchant from the Provider, the Merchant acknowledges that it shall be obliged to repay the amount to the third party or the Provider if the third party, in the individual case, is found to have sufficient legal support for a claim against the Merchant or the Provider.
  6. In the event that the Merchant or its User performs a transaction and fail to quote correct or complete information for identification of the transaction, the Provider does not in any case guarantee that the transferred funds will be paid back or reach the intended recipient less adequate proof of ownership to the funds is provided

Implementation, Interruptions, Reporting

  1. The Provider will make available a test server to the Merchant for the purpose of ensuring functionality before the Go-Live Date. When the functionality of the Service has been verified by the Merchant and thereby approved, the Merchant shall immediately inform the Provider thereof and a Go-Live Date shall be agreed upon between the Parties. The determination of a Go-Live Date is conditional upon the Provider having affirmed that the integration, the applied web-layout and the interface of the website in particular, has been carried out in an appropriate and functional manner.
  2. If a Party takes notice of any indication of malfunction, the other Party shall be notified thereof without delay. In such a case, the Provider undertakes to commence its best efforts to remedy any mal-function.

Intellectual Property Rights

  1. The Merchant acknowledges that any and all of the intellectual property rights (including but not limited to for example knowhow, trademarks, trade names, patents and copyrights) subsisting in or used in connection with the Service shall be and remain the sole property of the Provider or such other party as may be identified therein or thereon by the Provider. The Merchant shall not during, or at any time after, the expiry of this Agreement (whether in whole or with respect to support only) in any way question or dispute the ownership by the Provider or such mentioned other party.
  2. In the event that any new intellectual property rights (including but not limited to for example inventions, designs, processes or versions) evolve in the performance of the Service or as a result of this Agreement, the Merchant acknowledges the same shall be the property of the Provider unless otherwise agreed in writing between the Parties.
  3. The Merchant shall use the Provider's logotype/trademark only as set out (or referred to) in the Agreement. Any other use of any the Provider’s logotype/trademark or any other intellectual property rights requires the prior written consent from the Provider.
  4. In the event the Merchant reasonably needs to use certain intellectual property of the Provider and submits a written request containing the reason thereto, the Provider shall not unreasonably withhold its consent for use of such intellectual property by the Merchant, provided that the purpose and context in which the intellectual property shall be used are acceptable to the Provider.
  5. The Merchant shall be obliged to expose the Provider's logotype/trademark in an appealing and appropriate manner in the business of the Merchant and to its Users. The Merchant shall be obliged to remove the logotype/trademark, if this Agreement is terminated or upon the Provider’s request.
  6. The Provider is granted a right to expose the name of the Merchant and the Merchant’s logotype/trademark, in an appropriate manner, on its web page and/or in the Provider’s promotion and advertising materials. The Provider shall apply relevant service presentation requirements or branding guidelines if such are provided by the Merchant.
  7. Any use of the Provider's logotype/trademark as permitted herein shall take place in accordance with the from time to time applicable service presentation requirements set forth in Attachment 2 and in accordance with any other requirements set out in the Agreement. In case of non-compliance with said service presentation requirements (or non-compliance with any specifically agreed requirements in this respect), Merchant shall be liable to pay a non-compliance fee, corresponding to one (1) additional percentage point added to the transaction fee, for all transactions made during the time-period of non-compliance. Trustly reserves the right to charge the non-compliance fee retroactively.
  8. The Merchant undertakes to treat the logotype/brand of the Provider equally with all other payment methods (if any) offered by the Merchant on its web page and/or in the Merchant’s promotion and advertising materials, (unless further requirements has been agreed in the Sign-Up Form). In particular, the Merchant shall ensure that the Provider’s position and size of the Provider’s logotype and select buttons is substantially similar to those of other alternative payment methods, available on the Merchant’s website (unless requirements has been agreed in the Sign-Up Form).
  9. The Merchant undertakes not to make disparaging or deceptive statements about the characteristics of the Provider and/or any of its services. The Merchant further undertakes not to declare or indicate that any other payment methods are better or preferable than the services of the Provider.

Limitation Of Liability And Damages

  1. The Parties are not liable for any indirect damage such as, but not restricted to, lost profit, diminished production, business turnover, inability to fulfil obligations to third parties or loss of benefit of the Agreement unless otherwise is specifically agreed. This limitation of liability shall not apply where a Party has acted with intent or gross negligence.
  2. Any claim for compensation for faults or damages must be presented in writing by a Party to the other Party within sixty (60) days after the occurring of the alleged fault or damage.
  3. Unless otherwise is specifically agreed, the Provider’s liability shall, regardless of reason, always be limited to an amount corresponding to the agreed annual fee applicable during the time at which the damage occurred. Unless otherwise is agreed in writing, the said fee shall not exceed the lowest of either € 10 000 or 50 % of the fees and other charges related thereto under this Agreement during a period of twelve (12) months preceding the alleged fault or damage.
  4. Neither Party is liable for damages incurred or caused by an event outside its control, including decisions or actions by a third party such as a court, authority, bank, User, or the other Party. Nor is a Party liable for damages attributable to events having occurred preceding the Go-Live Date or as a consequence to actions taken to prevent harm or damage to a Party.
  5. 10.5 Unless otherwise agreed by separate agreement, the Provider does not assume liability for any damages caused as a consequence to charge-backs, revoked payments or else fraudulent, illicit or abusive use of the Service.
  6. The provisions of this Section 10 shall not apply with respect to claims based on Merchant’s failure to comply with commitments regarding confidentiality, non-competition and anti-money laundering undertakings.

Confidentiality

  1. The Parties undertake not to use or disclose, directly or indirectly to any third party, any Confidential Information relating to this Agreement, the existence thereof, the other Party, its trade secrets, business operations, know-how or any other information, which the other Party may deem confidential. The Parties agree to presume that all information that a Party may acquire under this Agreement is deemed Confidential Information.
  2. The confidentiality undertaking shall not apply on disclosures to professional advisers subject to Section.
  3. Nor shall it apply if a third party, prior to the disclosure, has agreed to at least the same confidentiality undertaking as set out in this Agreement. Neither shall it prevent the Provider from making a press release stating that an agreement has been entered into with the Merchant.
  4. The respective Parties commit to ensure that employees and/or consultants to whom Confidential Information is disclosed are consistently imposed to keep such information confidential to the extent the Parties themselves are bound by this secrecy undertaking and that such covenant on the part of employees are strictly observed.
  5. The foregoing provisions shall not prevent the disclosure or use of any information by the Parties to the extent lawfully required by governmental authorities or law, or the disclosure of any information which is, or hereafter, through no fault of or breach by the Parties, becomes public knowledge.
  6. Prior to any disclosure in accordance with the above provision 11.4, the other Party shall be notified simultaneously in writing. The other Party shall have the right to monitor the way Confidential Information is disclosed and the extent thereof. This section does not apply in relation to press releases made by the Provider in accordance with section 11.2.
  7. The Merchant acknowledges the fact that a breach of this Section 11 may be devastating to the Provider and recognises that breach of confidentiality or threat of such breach thereof may be met with injunctive actions and/or claim for damages corresponding to the actual loss caused by the breach

Country Coverage And Exclusivity

  1. The Provider shall be the Merchant’s exclusive online bank e-payments provider in all markets where the Provider is able to provide the Service (equal or adequate to other available similar payment services).
  2. The Provider is entitled to enable functionality of the Service to the Merchant in new additional countries, as the Service is developed and established in new countries (including also new banks or new features in current countries). The Provider will inform the Merchant about new countries (and/or banks where relevant), being made available for the Merchant. The Merchant agrees and accepts the Service being made available in a new country by making necessary front-end adaptions in the cashier and by undertaking any other technical adjustments required. Unless otherwise agreed between the parties, the transaction fees for the Service in new (additional) countries will be the fees as set out from time to time on the Provider’s webpage.

Non-competition

  1. The Merchant acknowledges that the Services to be provided hereunder contain proprietary intellectual property, information and knowledge of the Provider, which is provided solely for the purpose of the Merchant using the Services under this Agreement. The Merchant accordingly undertakes not to use any such proprietary intellectual property, information and knowledge received from the Provider, or learned from use of the Services, for the purpose of directly or in conjunction with another person or entity, facilitate or engage in competition with the Provider by developing, offering or setting up a product or service that is similar to or the same as the Services. The Merchant recognize that the Provider shall be entitled to full compensation with respect to any direct and indirect damages which might arise from a breach of the non-competition undertaking by the Merchant.
  2. For the avoidance of doubt, Section 12.1 shall not constitute an impediment for the Merchant to retain services from existing or new third party service providers in competition with the Services, provided that the retention of such third party services does not entail any breach of Section 12.1.

Matters Of Suspected Criminal Activity Etc.

  1. The Provider reserves the right to unilaterally decide to take appropriate measures and suspend its commitments under this Agreement in the event of de facto or reasonably suspected criminal or illicit activity, imminent civil actions by third parties capable to jeopardize a continued delivery of the Service or any other act or omission that might expose the Provider or the Merchant to damage regardless of the nature of such potential damage. The Provider, however, undertakes to practice its discretional right under this provision in a manner consistent with the spirit of this Agreement to the utmost extent possible, choosing a path of action causing the least damage to the Merchant.
  2. The Merchant shall be notified promptly of observations made by the Provider that indicates that such activity mentioned above or in violation of the applicable user terms and restrictions is being practiced by the Merchant, its Users or any other person/company on its side of this Agreement. The Merchant shall, upon such notification, take prompt and ample actions to eliminate every potential exposure to harm, damage or loss of goodwill for either Party.

Amendments

  1. The Provider reserves for itself the right to change the terms of this Agreement from time to time, if necessary for the Provider to comply with law, regulations and contractual obligations or if otherwise deemed necessary or appropriate as determined by the Provider. Any such change will take place thirty (30) days after the Provider's notification of the change by e-mail to the Merchant's primary contact person set forth in the sign-up form. If the change is material or has an adverse effect on the Merchant, the Merchant may at its discretion terminate the Agreement with immediate effect as an alternative to accepting the change of terms. Any such termination must be made within said thirty (30) days notification period.

Force Majeure

  1. Neither Party shall be liable for any economic loss, delay or failure in performance of any part of this Agreement to the extent that such loss, delay or failure is caused by fire, flood, explosion, accident, war, strike, embargo, governmental requirements, civil and military authority, Act of God, civil unrest, data trespass, inability to secure materials or labour, termination of vital agreements by third parties, action of the other Party or any other cause beyond such Party’s reasonable control.
  2. In the event the Force Majeure circumstances last longer than three (3) months, either Party is entitled to terminate this Agreement with a written notice of immediate effect.

Entire Agreement

  1. This Agreement constitutes the entire understanding between the Parties. The contents of this Agreement and its appendices supersede all previous written or oral commitments and undertakings.

Headings And Interpretation

  1. In case of conflict between the provisions in this main document and the attachments, this main document shall prevail over the attachments.
  2. The interpretation of this Agreement shall not be affected by its headings.

Assignment

  1. The Provider shall have the right to assign its rights and obligations under this Agreement to a succeeding party subject to the unconditional assuming of the obligations of the Provider under this Agreement. Unless expressly stated in this Agreement, the Merchant may not assign, sub-contract or deal in any way with all or any part of the benefit of, or its rights or obligations under this Agreement without the prior written consent of the Provider.

Severance

  1. If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. If any provision of this Agreement is so found to be invalid or unenforceable but would cease to be invalid or unenforceable if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid and enforceable.

Term And Termination

  1. The term of this Agreement shall be one (1) year, which commences on the date of both Parties signing this Agreement. If a Party has not terminated the Agreement at least three (3) months prior to the expiration of the term of the agreement, the Agreement shall be extended by one year each time, with a three (3) months mutual termination period before the end of next term.
  2. Where a Party has committed a material breach of the Agreement and, provided that the breach can be rectified, has the Party not rectified such breach within thirty (30) days following receipt of written notice thereof from the other Party referring to this Section 20.2, the latter Party has the right to immediately terminate the Agreement.
  3. A Party is entitled to terminate the Agreement with immediate effect when the other Party suspends payments, commences bankruptcy proceedings or could reasonably be presumed to be insolvent.
  4. Termination shall in all cases, in order to be valid, be made in writing to the other Party.
    Upon termination, all outstanding economical matters between the Parties shall be finally settled and be considered immediately due and payable. If applicable, the Provider shall promptly restore any funds belonging to the Merchant less amounts due under this Agreement. If there are assets deposited with the Provider, the assets shall at all times be considered a lien for the claims of the Provider under this Agreement.
  5. The Provider reserves the right to terminate the Agreement for convenience at any time subject to one (1) month prior notification thereof.

Notices, Language And Representatives

  1. Any notice, request, consent and other communication to be given by a Party under this Agreement (hereinafter called a "Notice") shall be in the English language and deemed to be valid and effective if personally served on the other Party or sent by registered prepaid airmail or by e-mail or fax to the below stated addresses.
  2. A Notice shall be deemed to have been given in the case of personal service: at the time of service; in the case of prepaid registered mail: at the latest five (5) days after the date of mailing; in the case of e-mail: on the date a receipt-acknowledged e-mail is sent; and in the case of fax: on the date the fax is sent, provided receipt is confirmed by the other Party.
  3. Material changes of ownership, management of the Merchant or change of the Merchant’s business, its name, address or similar should be notified without delay to the Provider as set out in this provision, to the address provided in the Sign-Up Form.

Governing Law And Disputes

  1. This Agreement shall be governed by Swedish law. In case of dispute with regard to the interpretation of the Agreement, all references to legal standards, actions, concepts etc. shall be construed according to what most nearly approximates the reference in the Swedish legal jurisdiction.
  2. Any dispute, controversy, or claim arising out of or in connection with this Agreement shall be finally settled by arbitration administered at the Arbitration Institute of the Stockholm Chamber of Commerce (SCC) unless the Provider finds that it is more suitable to solve the dispute by litigation, in which case the district court of Stockholm, Sweden, shall be the competent court.
  3. The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce is more suitable to apply. In the latter assessment, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.
  4. The language of dispute resolution proceedings shall be English. The proceedings shall take place in Stockholm, Sweden.

Attachment 1

Background

  1. The Provider has developed a service which enables for the Merchant to receive certain personal data relating to its end-users (hereinafter referred to as the “KYC Product”). The Merchant has declared that it wishes to gain benefit of the KYC Product, whereby the Parties have agreed on the following.

KYC Product

  1. The Parties hereby agree that the Merchant as from date stated in this agreement shall be provided with the KYC Product. The KYC Product shall be made available to the Merchant through a specific view in the Back Office or through API.
  2. The KYC Product contains data relating to end-users obtained by the Provider when applying its payment solution. The data provided normally contains name, personal ID, bank and bank account number (from which the payment was initiated), but the data may vary depending on the enduser’s bank and home of residence (country). Any and all such personal data are hereinafter referred to as “Data”.
  3. The Merchant warrants and undertakes to treat the Data provided to the Merchant under this Agreement strictly confidential and only for the purposes of the Merchant verifying the end-users as a step in the Merchant’s own KYC process, in line with its obligations to ensure compliance with applicable laws and regulations (including, but not limited to, anti-money laundering and laws regarding prevention of terrorism). The Merchant acknowledges and agrees that the Merchant may not forward or use the Data provided under this Agreement for any other purpose than the purpose set out in this Agreement. For avoidance of doubt, the Merchant explicitly acknowledges that the Data may not be used for marketing purposes.
  4. The Merchant undertakes warrants and undertakes to ensure the security of the Data at all times. Merchant shall utilize robust precautions to protect the confidentiality and security of the Data, by using technical and organizational security safeguards, such as firewalls and internal security procedures.

Liability

  1. The Merchant will hold harmless and indemnify the Provider for any and all cost and/or loss of benefit occurring as result of the Merchant breaching against its undertakings in accordance with section 2.3 and/or 2.4.
  2. The Merchant acknowledges that the Provider offers the KYC Product by forwarding the Data received in connection with the performance of its the payment service and that, consequently, the Provider can not guarantee the correctness of the Data as such (should the data have been tampered with at its origin). The Provider is not liable for any indirect damage or loss of benefit relating to the KYC Product. This limitation of liability shall not apply where the Provider has acted with intent or gross negligence.
  3. For avoidance of doubt, the KYC Product does not replace any obligations of the Merchant to make any necessary KYC procedures as set out in any applicable legislation.