The “Agreement” refers to the agreement signed by the Parties and of which these General Terms and Conditions constitute a part.
“Claim”/”Claims” refer(s) to the Partner’s Claims that arise in sales against invoice, part payment or other sales supporting financing via the Web address given in this Agreement or other agreed sales channel.
“Customer” refers to consumer/company that makes a purchase with the Partner and has chosen to pay via one of the specified payments services given in the Agreement.
“Service Charge” refers to such charge as is debited the Partner depending on the type of Service and types of terms and conditions.
The “Service” is the system through which Paylevo’s business transactions are carried out, and which the Partner has the right to access through its own log-in through the Internet.
2. Commencement of the Agreement
This Agreement enters into force when it has been signed by both Parties.
3. Claims and Guarantee
Paylevo acquires the Partner’s Claims stated in this Agreement. Transfer shall be made through the Partner sending invoicing data or activating an order in Paylevo’s order handling system.
If Paylevo has acquired the following types of Claims, Paylevo shall have the right to retransfer (reverse the acquisition) the following in relation to the Partner;
a) Claims that refer to purchases where the Customer has the right to return purchased services (in excess of that pursuant to legislation on distance agreements), commission, repayment or cash-on-delivery sales.
b) Claims that refer to purchases where deliveries of services have not been made.
c) Claims where the due date is not stated on the invoice or the due date occurs later
than the number of days stated in the Agreement.
d) If there is a hindrance preventing transfer or pledging of the Claim.
e) The Customer has the right to set-off on account of counterclaim against the Partner or right to discount or other deduction on the final amount of the respective Claim than what is shown in the Claim.
f) If the Claim includes terms that conflict with the Agreement with the Customer.
g) If there is a dispute between the Partner and the Customer regarding the Claim.
h) Claims on subsidiary companies or parent companies or other companies with which the Partner has substantial financial community of interest, or to a person employed in such company or with the Partner.
i) Claims in some other currency than the currency stated in the Agreement or which refer to a Customer in another country than what is stated in the Agreement.
j) Claims where the Partner has not delivered to the Customer’s registered address or alternative
address that is given in the Creditor’s customer register, and not included therein by the Partner itself.
k) Claims referring to purchases that are illegal in the applicable jurisdiction of the delivery address.
l) Claims that refer to purchases where terms in relation to a consumer conflict with what can be considered to be customary and/or best practice for the sector.
m) Claims that refer to disbursed cash, cheques made out, other forms of payment or for other Claims than those that follow from the company’s activities.
n) Claims where the Partner has delivered, despite Paylevo having reported via E-mail or phone that the order is suspected to be fraudulent.
o) Claims where the Partner has not complied with Paylevo’s applicable fraud policy for each respective country. Respective policies are available on request.
p) Claims where the Partner, in connection with placing order, has not sent Paylevo the telephone number or E-mail address stated by the Customer.
4. Marketing and information to Customer
The Partner shall be solely responsible for all marketing of the payment services provided by Paylevo being made in accordance with current consumer and marketing legislation. The Partner shall also be responsible for the Customer receiving necessary and correct information, and agreeing to the payment terms, before, and in connection with, the purchase. The Partner shall be responsible for the information, transfer text and terms and conditions having the wording given on its webpage. The Partner shall also be responsible for making such changes in its information in relation to the Customer that Paylevo sends notification of if change is necessary. The Partner shall provide information with all its Claims regarding transfer in accordance with Paylevo’s instructions. If there are shortcomings or faults in accordance with Section 3 above, the Partner shall be responsible for all costs that arise as a result of the deficient or incorrect information.
After Paylevo has taken over the Claim, Paylevo shall, within the stated payment period, pay to the Partner the Claim Amount after deduction of the Service Charge and other claims that Paylevo has against the Partner. Payment shall be made to an account stated by the Partner.
6. Payment direct to the Partner
If payment is made directly from the Customer to the Partner, this shall immediately be registered in the Service or be communicated to Paylevo in some other way, and the amount shall immediately be provided to Paylevo with an explanation of what the payment refers to.
7. Right to reversal
Paylevo shall have the right to reverse a Claim (i) on the Partner if the Customer disputes liability to pay, (ii) if the Claim does not fulfill the requirements for transfer to Paylevo in accordance with Clause 3 above, (iii) if the Customer has not received the services ordered within the period of time that, according to Paylevo’s perception constitutes a reasonable delivery time from when the Partner activated the Claim, (iv) if the Partner, in invoicing or in some other way has breached this Agreement, or (v) if Paylevo has paid to the Customer on account of the provisions of the Swedish Consumer Credit Act or other appropriate legislation. In reversal, loss of interest or other costs may arise for Paylevo, for which Paylevo shall have the right to compensation.
8. Changes – duty to inform
After transfer of a Claim, the Partner shall only have the right to enter into such agreements with the Customer that the Partner can enter and register in the Service. If the Customer contests the liability to pay with the Partner or Paylevo, or makes some other objection, the Party that has received such communication shall immediately inform the other Party of this.
9. The duty to inform and responsibility of the Partner
As long as this Agreement is in force, the Partner shall immediately inform Paylevo regarding circumstances concerning the Partner and its owner, which may be of importance for assessment of the Partner’s credit status. The Partner shall be responsible for all measures that are compatible taken with the support of the Partner’s in-logging information. The Partner shall also be obliged to notify concerning changes in activities as regards what sector he belongs to or the character of it. The Partner shall immediately inform Paylevo in writing if the Partner’s address is changed.
10. The Partner’s commitments
The Partner shall be responsible for the commitments that, according to law and undertakings given, follow with sales, and this irrespective of whether the Claim has been transferred to Paylevo. The Partner undertakes to handle complaints and returns correctly and promptly, and if complaints are not finalized within 1 month from information regarding them being received, shall provide information about this to Paylevo. If the Partner has agreed with the Customer regarding return of the purchase or reduction, Paylevo shall immediately be informed of this.
The Partner shall not charge its customers a higher price for services for sales managed by Paylevo in comparison with the other payment alternatives that the Partner offers. On the other hand, the Partner may charge the Customer charges in proportion to the charges that Paylevo charges on account of each transaction. If the purchase agreement is NOT established at distance, the Partner shall ensure that both the contract note and promissory note are signed on site, and that identification is shown. It shall also be ensured that original documents regarding the promissory note are provided to Paylevo and that archiving of contract notes is made during the period of time stipulated in legislation in force from time to time and that these shall be provided in original form to Paylevo upon request. The Partner shall daily send all purchase and repurchase transactions in digitally agreed form.
The rights and obligations of Paylevo in accordance with the Agreement may be freely transferred. The Partner may not enter into an agreement with any other party regarding purchase, pledging or payment of Claims without Paylevo’s written consent, nor take over such handling without Paylevo’s written consent.
12. Breach of Agreement
Paylevo shall have the right, without repayment of charges paid, to give notice of termination or terminate the Agreement with immediate effect if; (a) the Partner applies for or enters into bankruptcy proceedings, ceases its payments, commences composition negotiations, is granted or applies for company reconstruction, draws up a balance sheet for liquidation purposes, or otherwise may be considered to be insolvent; (b) the Partner ceases to observe its obligations in accordance with this Agreement and there is cause to assume that the Partner will not observe its obligations; (c) the Partner provides incorrect or misleading information or omits to mention circumstances that are of importance; (d) if information emerges to the effect that the Partner has not fulfilled Paylevo’s requirements concerning credit status; or (e) the Partner offers services or products for sale of such nature that breaches Paylevo’s present existing ethical policy (which is approved in the Partner’s first logging-in in the Service or in some other way commits a substantial Breach of Agreement.
In the case of notice of termination or termination according to these conditions, Paylevo shall have the right to retain further disbursements, and instead undertake a final account after Paylevo has confirmed the status of the outstanding Claims and the deadline for returns has been passed. Paylevo shall also have the right to close the Partner’s access to the Service and the possibility of transferring Claims, and to request to read the information that may be of importance to find out whether the Partner has breached the Agreement. In termination, Paylevo shall also have the right to reverse all Claims that have been acquired during the Period of Agreement on the Partner after deduction of the charges and costs of Paylevo.
Disputes on account of this Agreement shall be finally determined through arbitration in accordance with the Rules for Simplified Arbitration Procedure of the Stockholm Chamber of Commerce. The arbitration shall take place in Stockholm, Sweden.
14. Limitation of liability
If fulfillment by Paylevo of its obligations in accordance with this Agreement are prevented or made difficult by circumstances that Paylevo has no control over, for example, lightning strike, fire, changed regulations by authority, intervention by authority, strike, communication, supplier, production or transport disruptions, changes in exchange rates or natural disaster, this shall constitute grounds for exemption allowing the time for performance to be extended and exempt from damages and other possible consequences. If fulfillment of the Agreement is substantially prevented for a longer period of time than 2 months on account of some circumstance mentioned above, the Party shall have the right, without being liable to pay compensation, to rescind the Agreement in writing. Paylevo’s duty to compensate for loss per occasion of loss shall be limited to 1 price base amount (Sw. prisbasbelopp). Paylevo shall not be responsible under any circumstances for consequential loss according to this Section 14.
The Parties undertake, during the Agreement Period and for a period of two (2) years thereafter, not to reveal the contents of the Agreement or any confidential information to any third party, which the Parties receive from one another on account of this Agreement or on account of the cooperation in the Agreement, or that is generated in the work that is carried out on the basis of the Agreement. “Confidential information” shall in this Agreement mean, each information of technical, commercial or other kind, irrespective of whether the information is documented or not, and that the Party holding the rights expressly stated is confidential or can reasonably be assumed to wish to keep confidential, with the exception of:
(a) information that is generally known or that becomes generally known in some other way than through breach on the part of a Party in relation to the content of this Agreement;
(b) information that the Party can show that the Party already knew of before it was received by the other Party, or before it was generated in the work carried out on account of the Agreement;
(c) information that the Party is obliged to provide in accordance with applicable law, notification agreement, court order or decision by any authority; or
(d) information that the Party has received from a third party without being bound by confidentiality in relation to it.
Notice of termination or other communication shall be made through messenger, registered letter to the Parties’ addresses as stated above or stated subsequently through written communication to the opposite Party. The notification shall be considered to have been received by the other Party if; (a) delivered by messenger: upon delivery; and (b) sent by registered letter: two days after delivery for mailing. Change of address shall be notified to a Party in the manner stated herein.
17. Amendments to the Agreement
Paylevo can; (a) after written notification, make small adjustments to the Agreement such as, for example, adjusting the Agreement so that cost increases (for example, increases in postage or charges for credit information) are borne by the Partner; and (b) however, not earlier than 30 days after written notification, make other amendments to the Agreement. If the Partner does not
accept such changes as are stipulated under (b), the Partner shall have the right to give notice of termination of the Agreement with 30 days’ notice. Such notice of termination shall be made not later than 60 days after the Partner receiving the message notifying the amendment.
18. Other Services
For other Services, debiting shall be in accordance with Paylevo’s price list in force from time to time. The Partner shall have the right to undertake several Services. Utilization of the Service is the responsibility of the person authorized to sign, irrespective of user ID used.
The Partner undertakes, after termination of this Agreement, not to use trademarks or logotypes that can be confused with any of Paylevo’s trademarks or logotypes.
20. Credit limit
In connection with commencement of the Agreement, all Partners of Paylevo receive a credit limit per Customer. Outstanding Claims shall not at any time exceed the credit limit. The amount of the credit limit depends on sales history, seasonal variations, general credit situation and Paylevo’s credit rating of the Partner and changes on an ongoing basis without prior notification.