2. Additional Definitions
3. Payment Processing through Kvanto
4. The Role of Kvanto
5. Know Your Customer requirements
6. PCI Requirements
7. Acceptable Use Policy
9. Intellectual Property Rights10. Disclaimer
11. Limitations of Liability
12. Force Majeure
13. Termination for Cause
14. Independent Investigation
16. Entire Agreement
17. Governing Law
0.1.1 These General Terms and Conditions (hereinafter “T&Cs”) govern the provision of ser- vices from Kvanto Payment Services and any of its subsidiaries and associated partners (hereinafter “Kvanto” or “We”) to any Internet Merchant or other party (hereinafter “Merchant” or “You”) processing or wishing to process payments through the Kvanto Platform.
0.1.2 These T&Cs form an integral part of any service agreement entered into between Kvanto and Merchant and apply without limitation to all payment transactions pro- cessed on behalf of Merchant on the Kvanto Platform.
0.2.1 The definitions in this section summarise and supplement the definitions contained elsewhere in the Agreement.
0.2.2 Acquirer – Financial institution duly authorised to process payments, e.g. from payment cards, electronic cheques, and/or bank fund transfers.
0.2.3 Agreement – the overall agreement between Kvanto and Merchant, consisting of the Service Agreement and the T&Cs together.
0.2.4 Application – the application submitted by Merchant to Kvanto, using the Merchant Application Form, in order to be accepted as user on the Kvanto Platform.
0.2.5 Kvanto, We – Kvanto Payment Services and any of its subsidiaries and associated partners.
0.2.6 Kvanto Platform – the electronic payments platform developed by Kvanto to handle a multitude of international Acquirers and electronic payment methods.
0.2.7 Merchant, You – the party to this Agreement using or wishing to make use of Kvanto’s payment processing services.
0.2.8 Principal Agreement – The contract signed by and between Kvanto and Merchant, governing the main commercial terms (e.g. pricing) of the Agreement.
0.2.9 Party / Parties – the parties to the Agreement, i.e. Kvanto and Merchant.
0.2.10 Price Schedule – Schedule of Service Charges attached as appendix to the Principal Agreement.
0.2.11 Services – the services covered by the Agreement.
0.2.12 Settlement – the payout from Acquirer to Merchant of funds received on behalf of Merchant through the Kvanto Platform, net of processing fees and other fees due to Acquirer.
0.2.13 T&Cs – The General Terms and Conditions contained in this document, which form an integral part of the Agreement between Kvanto and Merchant.
0.3.1 The Kvanto Platform is a multi-channel, multi-currency payment solution for processing payment transactions real-time or in batch format over the internet.
0.3.2 Kvanto distinguishes between three different methods for submitting payment transactions to the Kvanto Platform: Server to Server, Virtual Terminal, and Hosted Billing Pages.
0.3.3 Server to Server allows Merchant to connect to the Kvanto Platform using a number of different protocols. Customer payment data, e.g. credit card information, is collected by Merchant and submitted electronically to the Kvanto Platform.
0.3.4 Virtual Terminal allows Merchant to enter data manually onto an Internet enabled billing page provided by Kvanto. This solution is typically used for mail order and telephone order (“MOTO”) business, where customer payment data is provided by mail or telephone.
0.3.5 Hosted Billing Pages is the full service solution, where Merchant directs customers to billing pages hosted by Kvanto as part of the PCI certified Kvanto Platform, within which the customer provides his payment data, allowing the payment transaction to take place.
0.4.1 Kvanto is a provider of technical services that facilitate the implementation of agree- ments between Merchants and Acquirers concerning the processing of electronic payments.
0.4.2 To accept payments on the Kvanto Platform, it is customary for Merchant to enter into agreements with one or more Acquirers, who are integrated with the Kvanto Platform. Kvanto supports the application process by handling the related document flow on behalf of Merchant.
0.4.3 The Kvanto Platform and Acquirer agreements enable you to accept payments from third parties.
0.4.4 In general, funds received on behalf of Merchant are paid directly from the Acquirer to Merchant. Transaction fees and Settlement terms are defined in the agreements between Merchant and Acquirers. Kvanto invoices Service Charges only to Merchant.
0.4.5 In instances where Kvanto has been duly authorised by Acquirer, acquiring agreements can be entered directly by and between Merchant and Kvanto, and Settlements paid directly from Kvanto to Merchant according to an agreed schedule.
0.4.6 Kvanto is an independent contractor for all purposes. Kvanto does not have control of, nor assumes the liability or legality of, the products or services that are paid for with Kvanto’s services. We do not guarantee the identity of any customer. Please note that there are risks of dealing with underage persons or people acting under false pretences.
0.5.1 To comply with legal requirements to combat money laundering (AML) and terrorist financing (CFT), Kvanto has developed a set of Know Your Customer (“KYC”) policies and practices.
0.5.2 To apply for payment processing through Kvanto, you must properly complete a Payment Processing Application Form and submit the Application to Kvanto accom- panied by the requested documentation.
0.5.3 Kvanto will review the Application and will notify you of our decision whether to accept the Application or reject it. Kvanto reserves the right to accept or reject the Application at Kvanto’s sole discretion.
0.5.4 Integration and test transactions may be performed, but no live payments can be processed before the Application has been accepted by Kvanto.
0.5.5 Acquirers may require direct contracts or application forms to be signed between Acquirer and Merchant. Upon request from Acquirers, Merchant shall provide Kvanto and Acquirers with additional information relating to Merchant’s business.
0.6.1 Any Merchant handling, transmitting or storing personal payment card information is required to comply with the Payment Card Industry Data Security Standards (PCI DSS) standards, as described on pcisecuritystandards.org.
0.6.2 Merchants submitting transactions via the Server to Server and/or Virtual Terminal methods are by definition required to comply with the PCI DSS standards.
0.6.3 Merchants submitting transactions via the Hosted Billing Pages method can, provided they do not in any other way handle, transmit or store payment card information, rely on the PCI certification of the Kvanto Platform to cover their PCI DSS compliance requirements.
0.7.1 An Application will be automatically rejected if it is submitted from an entity that has a web site or does any other business that violates intellectual property rights or contains or promotes:
0.7.1.1 any unlawful activities,
0.7.1.2 any discrimination based on race, sex, religion, nationality, disability, sexual orientation or age,
0.7.1.3 any other activities covered in Kvanto’s Acceptable Use Policy, as found on Kvanto.com.
0.7.2 If, at a later time after the Application is accepted, your web site is found to have any of the above characteristics, we reserve the right, at our sole discretion, to terminate this Agreement.
0.8.1 Kvanto respects and protects the privacy of its merchants in accordance with existing law, including the protection of the use of data on private individuals as set out in the EU Data Protection Directive 95/46/EC.
0.8.2 Merchant agrees to comply with the EU Data Protection Directive 95/46/EC, the EU Directive 97/7/EC on the protection on consumers in respect of distance contracts, the EU Directive 2000/31/EC on e-commerce and other relevant law, and to implement appropriate technical and organisational measures to protect any personal data of its customers. Furthermore, Merchant declares that it will act in accordance with all applicable law when selling and/or distributing its products/services.
0.9.1 Merchant shall not in selling its products or in promoting the sale of its products make any reference to or use Kvanto’s trademarks except with the previous written consent of Kvanto.
0.9.2 Merchant agrees, with respect to all information and property, including but not limited to equipment, software, and other materials, supplied by Kvanto under the Agreement, that title to such information and property shall remain in Kvanto.
0.10.1 Kvanto makes no express or implied warranties or representations with respect to the Services including, without limitation, warranties of fitness, merchantability, non- infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage. In addition, we make no representation that the operation of our Services will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
0.10.2 While Kvanto’s services provide its Merchants and their end customers with connectivity via the internet, Kvanto does not and cannot control the flow of information to or from Kvanto internet data centres to other portions of the internet. Such flow depends in large part on the performance of internet services provided or controlled by third parties. At times, actions or inactions caused by these third parties can produce situations in which Kvanto’s connections to the internet (or portions thereof) may be impaired or disrupted. Although Kvanto will use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, Kvanto cannot guarantee that they will not occur. Accordingly, Kvanto disclaims any and all liability resulting from or related to such events.
0.11.1 The Parties will not be liable to each other, any representative, or any third party for any lost revenue, lost profits, replacement goods, loss of technology, rights or services, incidental, punitive, indirect or consequential damages, loss of data, or interruption or loss of use of service or of any equipment or materials, even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise.
0.11.2 Notwithstanding anything to the contrary in this agreement, Kvanto’s maximum ag- gregate liability to Merchant related to or in connection with this Agreement will be limited to the total Service Charges paid by Merchant to Kvanto hereunder for the prior three (3) months period.
0.11.3 Merchant acknowledges that Kvanto has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the Parties. The Parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed their essential purpose.
12.1 Except for the obligation to pay money, neither Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including act of war, acts of God, earthquake, flood, embargo, riot, sabotage, terrorism, labour shortage or dispute, governmental act or failure of the Internet, provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to correct promptly such failure or delay in performance. Failure of either party to perform under this Agreement, because of a force majeure lasting more than three months will, upon twenty-four (24) hours’ written notice to the other party, represent a ground for termination only of the service affected by such event.
0.13.1 The Term and Termination conditions in this section apply in addition to the conditions contained in the Principal Agreement.
0.13.2 Either party may terminate this Agreement immediately, upon giving notice to the other party, upon the other party’s default. A party is in default of the Agreement if:
0.13.2.1 the party has breached or otherwise failed to observe a material obligation imposed upon the party by the Agreement, and the breach has continued un- remedied for a period of at least thirty (30) days following the non-breaching party’s written notice to the defaulting party that the breach or failure occurred or
0.13.2.2 the party ceases to trade or to pay its debts in the normal course of business, enters into or proposes to enter into a voluntary arrangement or composition with its creditors, becomes insolvent, bankrupt or goes into liquidation (other than for the purpose of solvent reconstruction or amalgamation) or has a receiver, administrator, trustee or similar officer appointed in respect of all or part of its business and assets or otherwise ceases to be a validly existing corporation or if any analogous event occurs in any jurisdiction.
13.3 Kvanto is entitled to change the Price Schedule upon giving thirty (30) days notice to Merchant. If the Price Schedule is changed, Merchant is entitled to terminate the Agreement with effect from the date of the change by giving written notice to Kvanto within ten (10) days following receipt of the notice from Kvanto.
14.1 You acknowledge that you have read the Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all the terms and conditions set forth herein. You agree that, in interpreting this Agreement, no weight shall be placed upon the fact that the Agreement has been drafted by Kvanto, and you shall not assert that the Agreement is unenforceable or invalid on the grounds that it is a contract of adhesion, that it is unconscionable or any similar theory. You have independently evaluated the desirability of making use of our Services and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.
15.1 Kvanto may modify any of the general terms and conditions contained in these T&Cs, at any time and at our sole discretion, by posting a change notice or new T&Cs on our web site. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the program following our posting of a change notice or new T&Cs on our web site will constitute binding acceptance of the change.
16.1 The provisions contained in this Agreement constitute the entire agreement between the Parties with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by any Party which is not contained in this Agreement shall be valid or binding between the parties.
0.17.1 This Agreement shall be governed by and interpreted in accordance with the laws of Denmark.
0.17.2 Any legal proceeding of any nature brought by either Party against the other to enforce any right or obligation under this Agreement, or arising out of any matter pertaining to the Agreement, shall be submitted for trial, without jury, before the maritime commer- cial court located in Copenhagen, Denmark. The parties consent and submit to the jurisdiction of any such court and agree to accept service of process inside or outside Denmark in any matter to be submitted to any such court pursuant hereto.
Kvanto Payment Services A/S – General Terms and Conditions (rev. 1.00 – 01/2021)
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