Terms and conditions for the agreement on payment acquiring
The agreement for payment acquiring (hereinafter Agreement) governs the relations between AS LHV Pank (hereinafter Bank) and the Bank’s client (hereinafter Merchant) in the use of the Service by the Merchant as well as any other circumstances related to the above.
These terms and conditions of the Agreement (hereinafter the Conditions) shall form an integral part of the Agreement, and shall be applicable to the Agreement to the extent otherwise agreed between the Bank and the Merchant.
In issues not regulated by the Agreement, the Bank and the Merchant shall be governed additionally by the Bank’s General Terms and Conditions (hereinafter General Conditions) and any other documents referenced therein insofar as this does not conflict with these Conditions or any other conditions of the Agreement.
The Agreement shall be governed by the law of the Republic of Estonia.
Terms with capitalised initial letters used in the Conditions (including in any annexes to the Conditions) or in the Agreement, but not defined, shall have the meanings assigned to them in the General Conditions.
Terms with capitalised initial letters used in the Conditions (including in any annexes to the Conditions) and in the Agreement, not defined elsewhere in the Conditions, Agreement or General Conditions, shall have the following meanings:
Data Security Requirements and technical requirements include: Technical specifications established by the processor (incl. message and file formats), which the Merchant’s computer systems and components thereof must meet, to enable the performance of the Agreement;
Price List is a list of Charges pertaining to the Agreement, appended to the Agreement as Annex 1;
User Name is an identifier assigned to the Merchant by the Processor for the identification of the given Merchant that, when used together with a Password, enables the Merchant to gain access to Transactions on the Processor’s server;
Notification on the transaction initiation, based on the terms and conditions of the Agreement, is a notification forwarded by the Processor to the Merchant on the successful initiation of a Transaction by the Remitter;
Notification on the receipt of transaction, based on the terms and conditions of the Agreement, is a notification forwarded by the Processor to the Merchant on the receipt corresponding to the Transaction in the Merchant’s Sales Revenue Account;
Payment initiation service is a service provided by the Bank for initiating a payment order upon the Remitter’s request in connection with a Payment Account kept at the Bank or another payment service provider;
Payment Account is an account in the Remitter’s name, which is used for executing the Transaction;
Remitter is a natural or legal person, who uses the Payment initiation service, permitting a Transaction to be made from the Payment Account;
Point of Sale is a website or another environment indicated on the front page of the Agreement or, by agreement between the Parties, in any other document appended to the Agreement where the Merchant sells goods or provides services and enables the Remitter to pay for these by means of a Transaction;
Sales Revenue Account is the current account, specified in the Agreement or, by agreement between the Parties, also some other current account of the Merchant at LHV Pank to which the Bank transfers amounts payable to the Merchant in connection with the Transactions, the Service or the Agreement;
Parties are the Bank and the Merchant together, and Party is the Bank or the Merchant separately;
Password is a secret combination consisting of numerals and characters that identifies the Merchant and that has been provided to the Merchant by the Processor and that, when used together with a User Name, enables the Merchant to gain access to Transactions on the Processor’s server;
Deposit means the funds deposited by the Merchant on the conditions and in the amount determined by the Bank in the Service Charge account and blocked by the Bank, which are used to secure the obligations of the Merchant towards the Bank, arising from the Agreement;
Charge is a charge, indemnity, or fine set out in the Price List or General Price List, paid by the Merchant to the Bank in connection with using the Service or in connection with some other activity or circumstance resulting under or related to the Agreement;
Service is the service provided by the Bank under the Agreement, by which the Bank makes the Processing Account available to the Merchant in accordance with the terms and conditions of the Agreement, which:
enables the Remitter to use the Payment initiation service at the Point of Sale and perform other operations in connection with the above, in order to pay for the goods or services at the Point of Sale;
enables the Merchant to receive notifications on the initiation and receipt of Transaction, and
enables the availability and provision of the necessary measures and support services to support and service the above.
Service Charge Account is the current account, specified in the Agreement or, by agreement between the Parties, also some other current account of the Merchant at LHV Pank from which the Bank debits the amounts payable by the Merchant in connection with the Transactions, the Service or the Agreement;
Transaction is the successful transfer of funds pursuant to the payment order initiated by the Remitter from the Payment Account to pay for the goods or services at the Point of Sale;
Transaction Charge Fee (hereinafter Charge Fee) is a fee paid by the Merchant to the Bank for the made Transactions;
Transaction Volume is the total volume of Transactions of the Merchant for the previous calendar month in EUR and it shall be adjusted in the current calendar month to calculate the Charge Fee. If the Merchant had no Transactions in the previous months, the Charge Fee amount shall be calculated based on the Transaction volume in EUR per calendar month estimated in the Agreement.
Processor is a person designated by the Bank EveryPay AS (registry code 12280690) who, in cooperation with the Bank, processes the Transactions and the related data exchange technically;
Processing Account is a certified Internet-based and information technology application interface, issued by the Processor to the Merchant, enabling the execution of Transactions at a Point of Sale;
General Price List is the Bank’s general price list, set out in the General Conditions, of charges (incl. Charges) collected for banking and the related services, published at www.lhv.ee;
General Conditions are the Bank’s General Terms and Conditions as applicable at the relevant point in time. The General Conditions are available at www.lhv.ee.
The Bank shall provide the Service on the conditions set out in the Agreement. Unless otherwise provided in legislation, the Bank shall be subject to the obligations set out in the Agreement only.
In providing the Service, the Bank shall perform the following functions:
Processing of information necessary for the provision of the service and organising the information exchange and communication between the Processor and the Merchant necessary for the commencement of the provision of the Service;
Calculating and debiting the Charges payable under the Transactions by the Merchant from the Service Charge Account pursuant to the information obtained from the Processor;
Preparing the report on the Transactions pertaining to the Service and the related Charges and making it available to the Merchant.
Without prejudicing the applicability of any provisions in clauses 3.1 and 10, it shall not be the function of the Bank to organise the data communication and technical integration related to a Transaction.
CONDITIONS FOR THE PROVISION OF THE SERVICE
The Merchant shall provide the Bank with all the information needed for the provision of the Service (including in terms of every individual Point of Sale, if needed) within the extent and in the format set by the Bank and update it should the relevant information change or the Bank so require, including provide the Bank with any information on the goods or services provided at a Point of Sale. If the Merchant wishes to significantly change the composition of the services or goods provided at a Point of Sale, the Merchant shall notify the Bank of such a change prior to the relevant change being made at least five (5) working days in advance and obtain the Bank’s consent to making the relevant change.
A Point of Sale and the technical solutions, means of communication and communications of the Merchant necessary for the execution of Transactions shall meet the Data Security and technical requirements.
The Processor shall make available to the Merchant the application required for setting up the Processing Account. If the Merchant uses as A Processing Account any application other than the one provided by the Processor, such an application shall meet the requirements of the Agreement and be acceptable to the Bank and the Processor. For the sake of clarity, it has been agreed that the Merchant shall be responsible for the operations related to ensuring the integration, configuration, maintenance and functioning of the application.
Once an Agreement has been concluded, the Merchant shall bring its Point of Sale into conformity with the applicable Data Security and technical requirements and thereupon notify the Processor of its readiness for commencement of use of the Service at the relevant Point of Sale and submit to the Processor a query for testing the Processing Account in the Processor’s test environment. The Processor shall issue the parameters of the processing Account of the text environment at the e-mail address of the Merchant, indicated in the Agreement.
The Processor shall issue to the merchant the Processing Account parameters after a successful test of the Processing Account in the test environment.
Before commencement of use of a Processing Account, the Merchant must receive from the Bank a confirmation that the Point of Sale meets the requirements stipulated in the Agreement.
The Bank shall be entitled to require that the Merchant presents at a Point of Sale the information referring to the possibility of executing Transactions and the use of the Service, which identify the payment methods acceptable for executing a Transaction and the Bank as the provider of the Service and provide information on the security requirements applicable when executing Transactions. This information (including any images used) and its provision at a Point of Sale shall meet the requirements set by the Bank, which are available on the Bank’s website www.lhv.ee.
When selling goods or providing services at a Point of Sale, the Merchant shall comply with all the requirements established in legislation, incl. for e-commerce, including publishing at the Point of Sale all the required information about itself, its operations and any goods sold or services provided by it and to provide its client with all the stipulated information about purchase transactions completed. The Merchant shall be liable for any damage incurred by the Bank, the Remitter, or any other person as a result of a breach of such requirements or any other requirements related to the sale of goods or the provision of services at a Point of Sale.
The Processing Account may be used solely at the Point of Sale, unless otherwise agreed by the Parties. The Merchant is not allowed to enable the use of the Processing Account by third parties (incl. by a subsidiary or affiliate of the Merchant) or to use the Processing Account for Transactions other than at the Point of Sale.
The Merchant shall observe the Data Security and technical requirements at the Point of Sale. At the Bank’s request, the Merchant shall provide the Bank with documentation or other information proving that the Merchant is meeting the Data Security Requirements and the technical requirements. Any costs related to meeting the Data Security Requirements and technical requirements shall be paid by the Merchant. The Bank shall be entitled to automatically check the security of the Merchant’s Point of Sale, not disturbing significantly the functioning of the Merchant’s Point of Sale and of which the Bank shall not inform the Merchant in advance. The Bank shall inform the Merchant about the results of such a control. The Merchant shall be liable for any damage incurred by the Bank, the Remitter or any other person as a result of a breach of the Data Security Requirements or the technical requirements.
Without prejudice to the validity of what has been set out in clause 4.10, the Merchant shall take adequate physical, organisational and information technology security measures to rule out any possibility that a Processing Account is used by third persons or that a User Name or Password falls into the hands of a third person. The Merchant shall inform the Bank and the Processor immediately, if there are reasonable doubts that these will fall (or may fall) into the hands of third persons. At the request of the Bank or the Processor, the Merchant shall promptly change its User Name or Password. The Merchant shall be liable for any damage incurred by the Bank, the Remitter or any other person as a result of a breach of above obligations.
Without prejudice to the applicability of what has been set out in clause 7, the Bank and the Processor shall be entitled to either partially or completely block the use of a Processing Account, if the Merchant enters a User Name or Password incorrectly more than three (3) times or if there is good reason to believe that any of the security features specified in clause 4.11 has fallen (or may fall) into the hands of a third person. To lift such a block, the Merchant shall contact the Processor and comply with any instructions or requirements provided by the Processor. Neither the Bank nor the Processor shall be liable for any damage incurred by the Merchant or the Remitter due to the blocking of a Processing Account.
The Bank and the Processor have a right to partly or fully suspend the use of a processing Account for regular maintenance works, updates and extraordinary interruptions, suspending for the same time also the fulfilment of obligations arising from the Agreement. The Bank informs the Merchant of regular maintenance works in advance and, if possible, shall carry out the maintenance works at night. If circumstances so require, the Bank has a right to initiate extraordinary interruption without advance notice, in order to apply the necessary repair and maintenance works for security considerations or for avoiding major loss. Neither the Bank nor the Processor shall be liable for any damage incurred by the Merchant or the Remitter due to interrupting the use of a Processing Account.
The Merchant shall abide by the orders or instructions issued by the Bank or the Processor in relation to the provision of the Service and shall meet the requirements set by the Processor or the Bank in relation to the use of a Processing Account and the execution of a Transaction.
In addition to any other restrictions set out in the Agreement, the Merchant shall be forbidden to:
set minimum or maximum limits on the amount of a Transaction;
apply an additional fee to the Remitter when executing a Transaction, if establishment of additional fees is prohibited under applicable legislation;
copy or process the Transaction data in any other way for any other purpose than for the performance of the Agreement;
modify the settings of the Processing Account or make any other changes related to the Processing Account without the consent of the Bank or the Processor;
permit the Remitter to meet any payment obligations other than payment of the price of services or goods purchased from the Merchant’s Point of Sale; and
divide one completed Transaction into several parts.
EXECUTION OF TRANSACTIONS
The Merchant shall enable all Transactions under the Agreement in accordance with the Data Security Requirements and the technical requirements and the requirements and conditions as set by the Bank and the Processor.
The Merchant is prohibited from executing a Transaction, if a party other than the Remitter wishes to execute it of if the Merchant develops (or, in the exercising of reasonable care, should develop) suspicions as to the identity of the Remitter or as to the genuineness of a Transaction. Furthermore, the Merchant shall be forbidden to complete a Transaction if the Merchant has (or should have, given its previous experience and information disclosed to it) reason to believe that the Transaction is sought as an aide to the commission of fraud or any other unlawful activity. The Merchant shall notify the Bank and the Processor immediately of any circumstances specified in this clause.
To enable a Transaction, the Merchant shall forward the amount of the purchase transaction for the goods or services requested by the Remitter with the Processing Account to the Remitter for executing the Transaction. A transaction is deemed successfully completed if, as a result of executing the Transaction, the amount forwarded by the Merchant is received in the Sales Revenue Account of the Merchant. If any technical fault whatsoever prevented the successful completion of the Transaction, the Merchant shall refuse to enable the Transaction. If the Merchant accepts payment for the goods and services without a successfully executed Transaction, neither the Bank not the Processor shall have obligations towards the Merchant, Remitter or third persons in terms of such activity. The Merchant shall be liable for any damage incurred by the Bank, the Remitter or any other person as a result of a breach of the requirements in connection with executing the Transaction.
Transaction statuses are accessible to the Merchant by means of a User Name and Password on the Processor’s server on the conditions and within the term set by the Processor. The Merchant shall preserve and, at the request of the Bank or the Processor, provide for checking the data exchange reports within five (5) working days and any other information on Transactions within two (2) years as of the execution of the respective Transactions.
The Processor shall check correspondence of the Transactions to the applicable requirements and shall forward the Transaction data to the payment service provider servicing the Remitter’s account and to the Bank. At the request of the Processor or the Bank, the Merchant shall provide explanations related to the completed Transactions or information related to the Transactions within five (5) working days as of presenting the respective demand. If the merchant fails to comply with the demand within the given term or submit sufficient evidence to certify conformity with the demand, the Bank shall be entitled to deem the Transaction null and void.
The Bank may delay the transfer of the Transaction amount to the Sales Revenue account for up to 30 (thirty) days, if the Merchant has failed to give sufficient explanations or information related to the Transactions to certify conformity of the Transaction to the requirements, informing the Merchant thereof in writing, if necessary. If the Bank has already transferred the funds of the Transaction subject to confirmation to the Merchant, the Bank shall have the right to withhold for up to 30 (thirty) days the transfers of subsequent Transactions within the amount which corresponds to the amount of the Transaction subject to being confirmed. The Processor shall not process Transactions concerning which any information available does not conform to the applicable requirements and shall provide the relevant information to the Bank. Any issues related to such Transactions shall be resolved by the Bank and Merchant separately.
If the Merchant so requests, the Transactions shall be processed to the extent possible by the payment fraud prevention software developed and adjusted by the Processor. This software does not prevent payment fraud or the relating charges and fines and the use of the software does not preclude the merchant’s liability in case of payment fraud.
The Processor shall be entitled (but not obligated) to change the fraud prevention software settings (including selections made by the Merchant if, according to the Processor, the settings chosen by the Merchant could result in too high of a payment fraud risk).
The Processor has a right to amend and upgrade the payment fraud prevention software (including which data shall be processed by the software to identify the probability of payment fraud).
RESTRICTING THE PROVISION OF SERVICE
The Bank has a right to suspend, either in whole or in part, the provision of Service, by notifying the Merchant thereof, if:
The Merchant is in breach of the conditions of the Agreement;
if any of the circumstances set out in clause 4.12 and 4.13 occur; or
if there is good reason to believe that suspending the provision of the Service is necessary for the prevention of fraud committed with the Transactions or any other illegal activity or for security considerations;
there are other grounds, arising from the General Conditions, applicable legislation or agreements between the Parties.
At the Bank’s request, the Merchant shall provide clarifications concerning any circumstances under which the rights specified in clause 7.1 are exercised and shall, at the Bank’s request, change to the necessary extent the procedures used for executing Transactions or any other related activities.
If the Bank exercises a right specified in clause 7, the Bank’s obligation to perform its obligations under the Agreement shall be deemed suspended in the relevant respect.
If the provision of the Service has been suspended under clause 7.1 and the Merchant eliminates the circumstances serving as the basis for the respective restriction or, the Bank has had the opportunity to ascertain in any other way that the said circumstances have ceased to exist, the Bank shall have a right (but not an obligation) to end the application of restrictions. The Bank shall inform the Merchant of ending the application of any restrictions.
The exercising of rights specified in clause 7.1 shall neither prejudice nor preclude the exercising of rights specified in clause 9 by the Bank.
CHARGES AND RELATED INFORMATION
The Merchant shall pay the Bank Charges set out in the Agreement and the General Price List in the instances, amounts, and rates specified in the Agreement.
The Service Charge shall be calculated on each Transaction in accordance with the Agreement.
The Service charges shall be paid together with the provision of the Service.
Any other Charges shall be payable on the day of the occurrence or revelation of the circumstance which the relevant Charge is based on, unless the Price List or General Price List stipulate otherwise.
If the Parties agree to amend the Price List, the amended Price List shall take effect from midnight on the calendar day stated on the effective date of the amendment. The Bank shall also be entitled to amend the Price List unilaterally, by notifying the Merchant of this at least 30 (thirty) calendar days in advance, in which case the amended Price List shall take effect once such a term has lapsed.
The Bank shall debit the Charges that have become due from the Service Charge Account on the day they become payable.
Unless the Agreement stipulates otherwise, each Party shall pay its own costs related to the performance of the Agreement.
For the avoidance of doubt, it has been agreed that the communications costs incurred by the Merchant in connection with using the Service and any other costs in connection with the technical integration, maintenance and functioning, shall be covered by the Merchant itself.
If the Merchant requests an advisory or other facilitating service whose provision free of charge is not stipulated under the Agreement, the Merchant shall pay for such a service based on an invoice presented by the Bank.
Information on the Service Charges is available in the Bank’s Internet Bank on the Merchant’s account.
TERM AND TERMINATION OF THE AGREEMENT
This Agreement is concluded for an indefinite term.
Either Party shall be entitled to terminate this Agreement at any time, notifying the other Party of this in writing 30 (thirty) calendar days in advance.
If the Merchant terminates the Agreement before six (6) months has passed from the conclusion of the Agreement, it shall, if the Bank so requires, pay the Bank a Charge for the early termination of the Agreement in the amount specified in the General Price List. The Charge for the termination of the Agreement shall not apply if the Merchant terminates the Agreement on the grounds in clause 9.4.
The Merchant shall not have to observe the term of advance notification if the Bank has amended the Price List or General Price List, increasing the rates of Charges, or has imposed additional Charges or if the Bank amends the Conditions in accordance with clause 12 and the Merchant does not accept the amendments.
The Bank shall not have to observe the term of advance notification specified in clause 9.2, if:
the grounds for the termination arise under legislation or the General Conditions;
The Merchant has breached the Data Security Requirements and the technical requirements or has failed to observe instructions from the Bank or the Processor for completing a Transaction;
The Merchant’s funds in the Service Charge Account are insufficient for the Deposit;
The Merchant has provided false information to the Bank when concluding or performing the Agreement;
The Service has been used for committing fraud;
The Merchant significantly changes the range of goods sold or services provided, and the Bank does not wish to provide the Service for enabling payment for such goods or services;
The Bank has reason to believe that Transactions do not meet the applicable regulations or have been used for unlawful activities;
not a single Transaction has been executed within one (1) month;
an event occurs which, according to the Bank’s reasoned opinion, could inhibit the Bank from exercising its rights with respect to the Merchant or lead to the Merchant not performing the actions and obligations according to the Agreement;
The Merchant has repeatedly failed to honour its financial obligations toward the Bank which have fallen due; or
The Merchant has materially breached any other conditions of the Agreement.
Termination of the Agreement shall not affect the obligations of the Parties that have arisen during the validity of the Agreement.
Either Party shall be responsible for the performance of its obligations to the extent set out in legislation, allowing for any differences set out in the General Conditions or the Agreement.
The Bank shall not be liable for any loss or damage caused by faults or the inadequate functioning of the Merchant’s computer systems or other systems, equipment or communications systems operated or controlled by the Merchant, or communications systems or systems used by a third party (including the Processor).
Any liability for failure to duly perform obligations stipulated in the Agreement shall be limited to the direct loss or damage incurred by either Party, except if the breach was intentional or caused through gross negligence. In no case shall the Bank be liable for loss of profit or reputational damage incurred by the Merchant.
The term for filing claims by the Merchant in relation to a Transaction shall be limited to six (6) months as of the execution of the Transaction, after expiry of which the Merchant shall no longer be able to file to the Bank with relevant claims.
If the Processor or a third person fines the Bank or files a claim against the Bank in any other way in accordance with applicable legislation, regulations or agreements, and such a fine or claim is due or related to a breach of the Agreement by the Merchant, the Merchant shall indemnify the Bank for all such fines and claims in accordance with demand presented by the Bank.
The Bank has the right to demand at any time from the Merchant the securing of the funds necessary for establishing the Deposit for the term and on conditions established by the Bank.
If the Bank demands a Deposit upon termination of the Agreement and the Merchant fails to comply with the demand, the Bank shall have the right to establish such a Deposit without the Merchant’s consent and such a Deposit shall be deemed established pursuant to the Agreement.
In the event of the termination of the Agreement by either Party, an agreement between the Parties shall be deemed to have come into effect whereby the Merchant agrees to the establishment of a Deposit for securing the performance of its obligations under the Agreement in an amount equal to 10% (ten per cent) of the average amount of monthly Transactions over the past six calendar months. The Bank shall be entitled, within the amount of Deposit, to restrict the disposal of the funds held by the Merchant at the Bank and not to comply with the Merchant’s instructions for the disposal of such funds during the term of the Deposit. The Bank shall have the right to satisfy its contractual claims against the Merchant on the account of the Deposit.
The releasing of funds taken as a Deposit takes place on a case-by-case basis concerning each Deposit and pursuant to the terms and conditions set out by the Bank.
AMENDMENT OF THE AGREEMENT
The Bank shall have the right to unilaterally amend the Conditions by notifying the Merchant thereof at least two (2) months in advance by sending the Merchant an e-mail to this effect (if possible) and by publishing a notice about the amendments at the Bank’s offices and on its website at www.lhv.ee.
The Merchant shall be entitled, within the above two (2) months, to cancel the Agreement in accordance with clause 9. If the Merchant has not cancelled the Agreement by the end of this term, it shall be considered to have accepted the amendments, with the amended Conditions beginning to apply to the Merchant from the day following the lapse of the term.
The Parties shall treat as confidential any information that has become known to them about the other Party in relation to the conclusion and performance of the Agreement. Publication of the above information shall be permitted in the instances and to the extent stipulated by legislation and the General Conditions. With respect to the disclosure of information, this confidentiality obligation shall not apply to the Processor or a person tasked by the Bank with the performance of the Bank’s obligations and duties stipulated in the Agreement.
The Merchant shall maintain the secrecy of all information that has become known to it in relation to the execution of Transactions and the Remitters and shall take adequate measures for the secure preservation of such information.
The Merchant is prohibited from using the information specified in clause 13.2 for any purpose whatsoever other than the execution of Transactions or using the Service.
The Bank shall be entitled to publish information without restriction about the performance of the Agreement by the Merchant if the Merchant has failed to perform its obligations under the Agreement.
The Bank shall be entitled to debit the Merchant’s accounts (including the Sales Revenue Account and Service Charge Account) with any amounts payable by the Merchant under or in relation to the Agreement or withhold such amounts from any amounts payable by the Bank to the Merchant, without any additional instructions whatsoever from the Merchant.
Upon performance of the Agreement, the Bank shall debit all the payable amounts first from the Service Charge Account. If the Service Charge Account does not have the funds needed for meeting the Merchant’s obligations under the Agreement, the Bank may debit any of the Merchant’s accounts with the relevant amount converting, if necessary, currency in accordance with the exchange rate in effect at the Bank at that point in time.
If the Merchant delays the payment of an amount payable under the Agreement, it shall, if the Bank so requires, pay late interest on the amount owing for every day of delay at the rate that is the rate of the late interest that is generally applied to LHV Bank’s clients at that point in time in the event of a negative balance on an account and that is published in the General Price List.
The Merchant may transfer its rights or obligations under the Agreement to a third party and encumber its rights in favour of a third party only with the Bank’s prior written consent. The Bank may transfer its obligations under the Agreement to its subsidiaries or affiliates without the Merchant’s consent.
The Agreement shall enter into force upon being signed by both Parties.