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INLÖSENAVTAL / ACQUIRING AGREEMENT
GENERAL TERMS FOR CARD ACQUIRING
PAYTRIM AB
June 2026 – Version 6.4
1 BACKGROUND
1.1
Paytrim AB, corp. reg. no. 559155-1329 (“Paytrim”), is a company providing services within acquiring of card transactions. Paytrim has a license to provide payment services and is under the supervision of the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).
1.2
The parties pursuant to the Agreement are Paytrim and the Merchant (as defined below). Paytrim and the Merchant are hereinafter jointly referred to as the “Parties” and individually as a “Party”.
2 DEFINITIONS
In this Agreement, the following definitions shall apply.
“Agreement” means the Order Form, the Price List, Paytrim's written confirmation/approval of the Order Form, the General Terms, any applicable Instructions, and any other document expressly appended to the General Terms.
“Blended pricing” means the price model under which the Merchant pays a single, combined rate per Transaction, varying by card type, that includes both the Paytrim Fee and the Brokerage Fees, as further described in Section 9.2 and set out in the Price List.
“Brokerage Fee” means the third-party fees incurred in connection with a Transaction that are levied by the Card Schemes and the issuers of Cards, including interchange fees, scheme fees, and card issuing, processing and network fees, which are outside Paytrim's control and which Paytrim passes through to the Merchant. "Brokerage Fee" means any individual fee within the Brokerage Fees.
“Business Day” means a day (excluding Saturdays and Sundays) on which banks are open for general business in Stockholm or, where the Merchant is established outside Sweden, in Paytrim’s principal place of business or such other place as is specified in the Order Form.
“Card” means a card or another form of payment instrument, duly issued by an 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.
“Card Transaction” means a Transaction carried out with a Card. Card Transactions are, collectively, Purchase Transactions and Refund Transactions, and the term shall have the same meaning as “Transaction” under this Agreement.
“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 Scheme Requirements or CSR” means all rules, guidelines, regulations or similar directives issued by a Card Scheme (and available at the respective Card Scheme’s website) and relevant to the services provided by Paytrim 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.
“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).
“General Terms” 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.
“Instructions” means the instructions and operational routine descriptions issued by Paytrim in writing from time to time (appended to the General Terms or available at Paytrim’s website www.paytrim.io) to the Merchant pursuant to the CSR’s and/or the services provided under the Agreement.
“Interchange++” means the pricing option under which the Brokerage Fees (comprising interchange and Card Scheme fees) are passed through to the Merchant and shown separately from the Paytrim Fee, as further described in Section 9.2 and set out in the Price List.
“Merchant” means the legal entity, set out in the Order Form, which is granted connection to Paytrim’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, established and maintained by the Merchant at well-established financial institutions acceptable to Paytrim.
“Merchant ID” 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 sale in any of Merchant’s Stores, having one or more Terminals.
“Order Form” means the Merchant’s application for acquisition of Card Transactions, in the format provided by Paytrim, to which the General Terms are appended.
“Paytrim Fee” means the fees charged by Paytrim for its own card acquiring services.
“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 a 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 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 all from time-to-time money, 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 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 will provide Merchant with Merchant ID connected to the Merchant Stores and the Merchant POS that the Parties have agreed to be covered by the Agreement. The Merchant must always use such Merchant ID when reporting Transactions to Paytrim.
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 as part of the Order Form.
3.5
Paytrim may refuse to acquire, or cease acquiring, Transactions relating to activities, products or services that are prohibited, restricted or high-risk under the CSR, applicable laws or Paytrim’s Instructions (including any prohibited business list made available by Paytrim from time to time). The Merchant shall obtain Paytrim’s prior written approval before accepting payments for any category of products, services or business that is not already approved under 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 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 undertakes to inform the Merchant without undue delay.
4.5
Paytrim 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 UNDERTAKING
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 that is illegal, or that the Merchant should reasonably know to be illegal, or any Transaction which could harm goodwill or the reputation of Paytrim;
(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’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 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 the 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 the 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 of the incorrectly executed Transaction and request rectification of the same.
5.5
Merchants 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 for card-based payment transactions) and the CSR. All Cardholders must be notified by Merchant of any applied surcharges prior to executing the Transaction.
5.6
The Merchant shall comply with all applicable anti-money laundering, counter-terrorist financing and sanctions laws and regulations, and shall not use the services to facilitate any transaction involving a sanctioned person, entity or jurisdiction. The Merchant shall, upon Paytrim’s request and on an ongoing basis, provide such information and documentation regarding the Merchant, its owners, beneficial owners and representatives as Paytrim reasonably requires in order to fulfil its know-your-customer, due diligence and monitoring obligations. The Merchant acknowledges that Paytrim carries out ongoing screening and monitoring and that Paytrim may suspend or terminate the services, in whole or in part, where Paytrim considers this necessary to comply with such laws or with its regulatory obligations.
6 SECURITY REQUIREMENTS AND PCI STANDARDS
6.1
The Merchant hereby undertakes to comply with 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 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 and Merchant’s PSP of any suspected irregularities or fraudulent use of any Card Information.
6.4
Paytrim shall classify the Merchant’s PCI level in accordance with the rules of the Card Schemes, based on transaction volumes per Card Scheme and payment channel. Paytrim may reclassify the Merchant and apply stricter requirements where the Card Schemes rules or the risk profile so require. The Merchant shall provide the information and cooperation reasonably required for such classification.
6.5
The Merchant shall annually, and otherwise upon Paytrim’s request, provide PCI DSS validation in the form required by the Card Schemes for the Merchant’s PCI level including, where applicable, a Report on Compliance (ROC) performed by a Qualified Security Assessor, or a Self-Assessment Questionnaire (SAQ) with the related Attestation of Compliance (AOC) completed and, where the Card Schemes so require, validated by a Qualified Security Assessor or an Internal Security Assessor. Missing, invalid or revoked validation may lead to restriction, suspension or termination.
6.6
Simplified validation for standard solutions. As an exception to Section 6.5, for Merchants classified as Level 4 using a Paytrim-approved standard solution (e.g., standalone terminals or hosted payment pages), the Merchant warrants that such solution is used in accordance with Paytrim’s Instructions and has not been altered or integrated with other systems in a way that captures or stores Card Information. By entering into the Agreement, and continuously by using the services, the Merchant confirms that the requirements of the applicable SAQ (e.g., SAQ B-IP or SAQ A) are met. This confirmation shall serve as the Merchant’s annual validation of compliance, unless the Merchant notifies Paytrim otherwise or Paytrim notifies the Merchant that separate validation is required.
6.7
Paytrim and the Card Schemes (and their respective representatives and auditors) shall be entitled, on reasonable notice, to audit and inspect the Merchant’s compliance with the Agreement, the PCI Standards and the CSR, including access to relevant records, systems and premises. The Merchant shall provide reasonable cooperation and assistance in connection with any such audit or inspection.
7 UNDERTAKINGS AND LIABILITY OF PAYTRIM
7.1
Subject to the terms of the Agreement Paytrim undertakes to make payment, recoup any fees, any credits, adjustments, fines and Chargebacks 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 or otherwise communicated in writing by Paytrim, (ii) the Purchase Transaction fulfills all requirements under the Agreement, (iii) Paytrim having received the full corresponding funds from 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 when any specific Purchase 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, unless otherwise stated in the Order Form. 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 be settled within three (3) Business Days following the date of the Purchase Transaction, unless otherwise stated in the Order Form.
7.3
Paytrim shall be entitled to postpone or delay settlement of any Transaction, beyond the timeframes referred to in Section 7.2 above, where settlement is prevented, delayed or rendered materially more difficult by circumstances outside Paytrim’s reasonable control or attributable to a third party, including without limitation any delay, suspension, failure, error or omission on the part of a Card Scheme, issuer, acquiring or sponsoring bank, payment processor, Payment Service Provider or other intermediary, any failure by Paytrim to receive the corresponding funds, or any technical, banking or clearing disruption. Any such postponement shall last no longer than the relevant circumstance reasonably requires, and Paytrim shall inform the Merchant within a reasonable time. This Section 7.3 shall not give rise to any liability for Paytrim.
7.4
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, then Paytrim 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.
7.5
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.
7.6
Paytrim processes card data according to the PCI-DSS standard.
7.7
Neither Party shall be liable towards the other Party for any indirect or consequential loss or damage, including but not limited to loss of profit, loss of revenue or sales, loss of business or business interruption, loss of data, loss of goodwill or loss of existing or potential customer agreements, unless caused by intent or gross negligence.
7.8
Paytrim’s total aggregate liability towards the Merchant under the Agreement shall, for each twelve (12) month period, be limited to an amount corresponding to the Paytrim Fees paid by the Merchant during the twelve (12) months immediately preceding the event giving rise to the claim.
7.9
Any claim against Paytrim under the Agreement must be notified to Paytrim in writing without undue delay, and in no event later than three (3) months from the date the Merchant became aware, or should reasonably have become aware, of the circumstances giving rise to the claim. Failure to notify within this period shall result in the claim being forfeited.
7.10
Nothing in Sections 7.7–7.9 shall limit or exclude (i) the Merchant’s payment obligations under the Agreement, including its obligations under Sections 8.3 and 9, (ii) the Merchant’s liability for fines, fees or assessments imposed by the Card Schemes, or (iii) either Party’s liability for breach of Section 15 (Confidentiality).
8 LIABILITIES 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’s request, to reimburse Paytrim for all amounts (and any applicable interest and handling charges) which Paytrim has paid/refunded to an issuer of a Card or a Cardholder or any other party, or any other cost incurred for Paytrim because of:
(a) any card issuer’s final debiting of Paytrim in respect of a Transaction subject to a complaint pursuant to the CSR’s provisions on Chargebacks;
(b) the Merchant having accepted 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 PRICES AND PAYMENT TERMS
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 Fees and the Brokerage Fees as defined earlier.
9.2
Paytrim offers Merchants various options for payment of the services as specified in the Price List, and these options are (i) Interchange++; (ii) Blended rate
Paytrim may, at any time, change the Paytrim Fee regarding the options (i)-(ii). 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.
9.3
Paytrim will always notify the Merchant of any changes of the Paytrim Fee (under the Interchange++ model) and/or the Blended fee (under the Blended model) no later than 30 calendar days prior to the relevant fee changes coming into effect. Any such notice will be sent to the email address that the Merchant has provided to Paytrim, and it is the Merchant’s responsibility to notify Paytrim about changes to these contact details. Such changes should be communicated in written form from the Merchant to Paytrim, by following any of the contact options presented on Paytrim’s web page.
After receiving notification from Paytrim, the Merchant shall be considered to have accepted the changes if the Merchant has not informed Paytrim that it does not accept the changes before the effective date.
9.4
Payment of any prices and fees shall be made either in the form of a net settlement or a gross settlement.
For net settlements, Paytrim deducts the relevant price and/or fee, Chargebacks, withheld amounts and other receivables in connection with processing the relevant Transaction.
For gross settlement, fees, Chargebacks, withheld amounts and other receivables, are payable to Paytrim by the Merchant each month in arrears. Payment shall be made by deducting the amount from the Merchant’s settlement account or to be paid via invoice.
If, on the basis of a risk assessment, Paytrim deems it necessary to do so, Paytrim may, with immediate effect change the Merchants settlement form, from gross to net.
9.5
If Paytrim is not able to deduct the prices and fees in accordance with the above, or perform direct debit, Paytrim shall have the right to invoice the Merchant for any outstanding amount payable by the Merchant.
9.6
If the Merchant fails to pay an amount due to Paytrim, Paytrim is entitled to charge interest on the amount due from the due date until such time as payment is made, in accordance with applicable national interest legislation.
9.7
All costs, fees, fines, penalties and assessments that the Merchant causes Paytrim to incur, including without limitation non-standard scheme fees and penalty fees imposed by a Card Scheme, shall be borne by and attributable to the Merchant. Paytrim shall be entitled to deduct any such amounts from the Merchant’s settlement or, where such deduction is not possible, to invoice the Merchant for such amounts.
10 PAYTRIM’S RIGHT TO WITHHOLD
10.1
Paytrim 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 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 shall be entitled to withhold or delay payments to the Merchant Account(s) if Paytrim reasonably considers it is 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 exercises its right to withhold or delay payments in accordance with the above, Paytrim shall, within a reasonable time determined by Paytrim, provide Merchant with information regarding the withheld or delayed amounts. For the avoidance of doubt, where Paytrim has a reasonable suspicion that the Merchant is not complying, or will not comply, with its obligations under the Agreement, Paytrim shall be entitled to withhold or delay settlement of amounts otherwise payable to the Merchant for a period longer than the standard settlement timeframes referred to in Section 7.2, and to retain such amounts until Paytrim is reasonably satisfied that the relevant obligations have been, or will be, complied with or that the related exposure has otherwise ceased.
10.4
In addition to its right to withhold payments, Paytrim shall be entitled to suspend, in whole or in part, the provision of the services and the processing of Transactions with immediate effect where (i) Paytrim has a reasonable concern regarding fraud, security, money laundering, terrorist financing, sanctions compliance or the Merchant’s compliance with the Agreement, (ii) suspension is required in order to comply with applicable law, the CSR or a request or demand from a Card Scheme or a competent authority, or (iii) any ground for termination under Section 11.3 exists or is reasonably anticipated. Paytrim shall inform the Merchant of any such suspension within a reasonable time.
10.5
Paytrim shall be entitled to establish and maintain a reserve (the “Reserve”) by withholding funds otherwise payable to the Merchant, or by requiring the Merchant to deposit funds, in an amount that Paytrim reasonably determines to be necessary to cover anticipated Chargebacks, Refund Transactions, fees, fines and other amounts that may become payable by the Merchant under the Agreement. Paytrim may apply the Reserve against any such amounts and shall release any remaining balance once Paytrim reasonably determines that the relevant exposure has ceased.
10.6
Paytrim shall be entitled to set off any amount owed by the Merchant to Paytrim under the Agreement against any amount payable by Paytrim to the Merchant, including by deduction from settlement.
11 TERM
11.1
The Agreement shall be deemed effective on the day on which Paytrim 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 e-mail (to the e-mail 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 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 9;
(c) the Merchant is in material breach of the CSR and Paytrim has notified the Merchant of such breach;
(d) the Merchant fails (or Paytrim 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, Chargebacks or Refund Transactions or complaints from Cardholders 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 of its indebtedness.
(g) the Merchant has not submitted any Transaction to Paytrim for a continuous period of ninety (90) days, in which case Paytrim may terminate the Agreement with immediate effect and without prior notice to the Merchant.
11.4
Termination of the Agreement shall not affect any rights, obligations or liabilities of either Party that have accrued prior to termination. The provisions of the Agreement that by their nature are intended to survive termination, including Sections 6, 8, 9, 10, 14, 15 and 20, together with any obligation of the Merchant to reimburse Paytrim or to bear Chargebacks, Refund Transactions, fees, fines or penalties, shall survive termination of the Agreement.
11.5
Notwithstanding termination of the Agreement, the Merchant shall remain liable for all Chargebacks, Refund Transactions, fees, fines, penalties and other amounts relating to Transactions submitted during the term of the Agreement, including those arising or becoming known after termination. Paytrim shall be entitled to continue to withhold settlement and to retain a Reserve for such period after termination as Paytrim reasonably considers necessary to cover such anticipated amounts.
12 MERCHANT REPORTING OBLIGATIONS
The Merchant shall, without undue delay, notify Paytrim 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 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 may process personal data related to either (i) the Merchant, its representatives, owners, or other contact persons, collected by Paytrim for anti-money laundering, sanctions screening, fraud prevention and other regulatory compliance purposes and (ii) the Cardholder, in the form of Card Information, when handling any Transaction ((i) and (ii) above, collectively the “Personal Data”). Paytrim 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, 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
Each Party shall be responsible for, and liable for, its own compliance with Data Protection Legislation in respect of its processing of personal data under or in connection with the Agreement.
15 CONFIDENTIALITY
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
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 may, however, without the consent of the Merchant, assign its rights and/or obligations to companies within Paytrim’s group of companies.
17 SEVERABILITY
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
Paytrim has the right to change and amend the General Terms without the prior written approval of the Merchant, subject to Paytrim at least 30 days prior to such changes coming into effect, 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 MISCELLANEOUS
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
This Agreement replaces all previous agreements, whether oral or written, between the Parties regarding the subject matters contained herein.
19.4
Any notice under the Agreement shall be given in writing and sent to the relevant Party at the email address or postal address last notified by that Party (in the case of the Merchant, the contact details set out in the Order Form or otherwise provided to Paytrim). A notice sent by email shall be deemed received on the day it is sent, and a notice sent by post shall be deemed received three (3) Business Days after posting. Each Party is responsible for keeping its contact details up to date and for notifying the other Party of any changes.
20 GOVERNING LAW AND ARBITRATION
20.1
This Agreement shall be governed by the laws of Sweden, unless the Order Form specifies the governing law of another jurisdiction in which the Merchant is established, in which case that law shall apply.
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 the courts of Sweden, with Stockholm City Court as the court of first instance, unless the Order Form specifies the courts and venue of another jurisdiction, in which case those courts shall have jurisdiction.
