Verifone FI-01670 User Manual

Verifone general terms of agreement

Valid as of January 1, 2021

GENERAL TERMS OF AGREEMENT,
TERMS OF DELIVERY, SERVICE AND SETTLEMENT

Verifone Finland Oy | Vantaankoskentie 14 | FI-01670 VANTAA | FINLAND | www.verifone.fi

Terms of Delivery and Service for Verifone Payment Terminal
products and services (Settlement Agreement Terms and Conditions given separately

beginning on page 10)

Contents

1 Scope of application.................................................................................................................................................................. 2

2 Creation and assignment of Agreement .................................................................................................................................... 2

3 Delivery of the Service or Product ............................................................................................................................................. 2

4 Providing and using the Service ................................................................................................................................................ 2

5 Information security and standards ........................................................................................................................................... 3

6 Error in the Service; Service maintenance and troubleshooting................................................................................................. 3

7 Infringement of intellectual property rights ................................................................................................................................. 4

8 Identifiers .................................................................................................................................................................................. 4

9 Client Details and their use ....................................................................................................................................................... 4

10 Compensation for costs and damages .................................................................................................................................... 5

11 Payments and invoicing .......................................................................................................................................................... 5

12 Suspending the Service .......................................................................................................................................................... 6

13 Termination of the Agreement ................................................................................................................................................. 6

14 Special Terms concerning Payment Terminals owned by Client ............................................................................................. 7

15 Special Terms concerning Payment Terminals included in the Service ................................................................................... 7

16 Special Terms of the Premium plus service ............................................................................................................................ 8

17 Special terms and conditions concerning the need for a substitute device .............................................................................. 8

18 Special Terms concerning short term Payment Terminal Service ............................................................................................ 8

19 Special Terms of the Verifone Reporting Service .................................................................................................................... 8

20 Point of sale interface and its Special Terms ........................................................................................................................... 9

21 Special Terms of Verifone Economic Administration Integration (EAI) ..................................................................................... 9

22 Other terms ............................................................................................................................................................................. 9

23 Validity of Terms of Delivery ................................................................................................................................................... 9

General Terms of the Verifone Settlement Agreement

1. Signing the Service Agreement and applying the Vendor Terms ............................................................................................ 10

2. Definitions .............................................................................................................................................................................. 10

3. Functional principle of Payment Service................................................................................................................................. 11

4. Methods of payment offered by Means of Payment Providers ................................................................................................ 11

5. Vendor details ........................................................................................................................................................................ 12

6. Details on payments transmitted ............................................................................................................................................ 12

7. Agreement between Vendor and Consumer .......................................................................................................................... 12

8. Vendor’s obligations............................................................................................................................................................... 14

9. Invoicing, payments and costs ............................................................................................................................................... 14

10. Providing and using the Service ........................................................................................................................................... 15

11. Vendor’s integrations ........................................................................................................................................................... 15

12. Information security .............................................................................................................................................................. 16

13. Availability of the Payment Service ...................................................................................................................................... 16

14. Impact of Means of Payment Providers ................................................................................................................................ 17

15. Complaints and liability for compensation for damages ........................................................................................................ 17

16. Confidentiality ...................................................................................................................................................................... 18

17. Copyright and trademarks .................................................................................................................................................... 18

18. Infringement of intellectual property rights ............................................................................................................................ 18

19. Amending the Vendor Terms and assigning the Agreement ................................................................................................. 19

20. Validity of the Service Agreement, suspending the Payment Service, and ........................................................................... 19

termination and cancellation of the Service Agreement .............................................................................................................. 19

21. Applicable law and forum ................................................................ ..................................................................................... 20

ADDENDUM 1: Addendum concerning data protection .............................................................................................................. 20

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1 Scope of application

1.1 Application of Terms of Delivery
These Terms of Delivery shall apply to products and

services delivered by Verifone Finland Oy or a
company in the same group of companies (hereinafter
Verifone) to Client. These Terms shall be applied to
all companies belonging to the same group of
companies as Client to which Verifone delivers
products and services. These Terms of Delivery shall
apply in all cases unless otherwise agreed in writing
by Client and Verifone.

2 Creation and assignment of Agreement

2.1 Creation of Agreement
The Parties shall execute a written Agreement

concerning the Service. The Agreement shall be
created when the Parties have signed it or when
Verifone has a c c epted Clien t ’ s order.

2.2 Agreements executed by a Verifone reseller. If
Verifone discovers that errors have been made in
executing the Agreement, Verifone shall be entitled
to rectify same. Client shall be notified immediately
of any such changes. If such changes are detrimental
to the status of Client, Client shall have the right to
cancel the Agreement.

2.3 Assignment of Agreement
Neither Party shall have the right to assign the

Agreement to a third party without the advance
written consent of the other Party. From a party
transferring a contract to another or third party,
Verifone may charge a trade-off fee according to the
price list. However, either Party shall have the right
to assign the Agreement without the consent of the
other Party, in full or in part, to an entity belonging to
the same group of companies as the assigning Party
or to a third party to which the Business Operations
referred to in the Agreement are being transferred.

The assigning Party shall notify the other Party of
such an assignment in advance. Moreover, Verifone
shall have the right to assign any receivables
pursuant to the Agreement to a third party. Following
notification of such an assignment of receivables,
valid payments in respect of said receivables may
only be made to the assignee.

3 Delivery of the Service or Product

3.1 Time of delivery
Verifone shall be obliged to deliver the Service or

Product at the time agreed or, if the delivery time has
not been specifically agreed, within a reasonable
time of the execution of the Agreement or the placing
of the order.

3.2 Acceptance of delivery
Client shall inspect the Product or Service and any

devices delivered to Client in respect of same
immediately after delivery. A Delivery shall be

considered to have been accepted when Client pays
the invoice submitted for said Delivery, or in any case
two (2) weeks after it is delivered. Any complaints
regarding a Delivery shall be submitted in writing.
Complaints notwithstanding, a Delivery shall be
considered to have been accepted as long as it does
not contain errors as specified in section 6.1. Client
shall be liable for the costs of the aforementioned
inspection and of the testing of any devices and user
environments not forming part of the Service, and for
the costs of any actions thereby required.

3.3 Client’s d u t y to contribut e
Client shall provide to Verifone the pre-installation

details needed for the delivery of each Service or
Product according to the timetable agreed, in any
case no later than two (2) weeks before the
installation date, and shall also notify Verifone well
in advance of any changes to details previously
provided or to any other circumstances relevant for
the providing of the Service. Such details shall be
provided in a manner specified by Verifone. Client
shall be responsible for the details provided to
Verifone and for their correctness.

3.4 Delay due to Client
Verifone shall have the right to charge the fees

defined for the Service for any period during which it
has not been possible to deliver the Service for
reasons due to Client. If the Service is to be delivered
later than on the agreed delivery date for reasons due
to Client, Verifone shall have the right to determine a
suitable delivery date.

4 Providing and using the Service

4.1 Providing of the Service and changes
Verifone shall deliver the Service pursuant to the

Agreement using Ve r i f o n e ’ s own m e t h ods an d i n any
way that Verifone considers best and may use
subcontractors in delivering the Service. Each Party

shall be liabl e for their su b c o n t r a c tors’ performanc e

as for their own. Verifone shall have the right to make
changes affecting the technology and usage of the
Service. If such changes require changes to be made

to Client’s equipment or software, Client shall make
such c h a n g e s at Client’s o w n ex p e n s e . Verif o n e shal l

notify Client of any changes to the Service impacting
Client within a reasonable time in advance, no later
than two (2) months before said changes. Any
changes to the content of the Service requested by
Client shall be subject to a fee to be determined by
Verifone.

4.2 Content of the Service and special terms applying
to the Service

The content of the Service and the special terms
applying to same shall be determined in the Service
Agreement and its Appendices, including currently
valid Verifone Service Descriptions. Any details given
in product brochures or other marketing materials
shall not constitute service specifications and shall
not be binding upon Verifone.

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4.3 Right of use to software and documents
Ownership and IPR in any software, documents,

testing materials and information and in any amended
versions thereof shall be retained by Verifone or a

third p a rty (such as V erifone’s principal or a V e r i f o ne

subcontractor), and Client shall not, except by the
advance written consent of Verifone, have the right
to copy, translate or modify such materials,
documents or software or to allow a third party to use
them, or to use the software to provide services to
any third parties, unless mandatory legislation
provides otherwise. Verifone hereby grants Client the
right to use the software Service and Service
materials delivered by Verifone pursuant to the

Agreement in Cl i e n t ’s business operations for the

duration of the validity of the Agreement. However,
Client and any third parties acting on behalf of Client
shall have the right to continue to use material
obtained from the software Service that contains

Client’s ma t erial, and m aterial created for Cl i e nt

(such as reporting data), beyond the expiry of the
Agreement. When the right of use expires, Client
shall at his cost either return or, if Verifone so
requests, destroy any originals and copies of material

in C l i e n t ’s p o s session, incl u d i n g st o r a g e dev i c e s a n d

documentation.

4.4 Client’s devices , s o f t w a r e a n d

telecommunications connections Client shall be
responsible for the acquisition and maintenance of
any software and equipment not included in the
Service pursuant to the Agreement. Client shall
establish any telecommunications connections
required for the Service and shall be liable for the
costs and risks thereof in full.

4.5 Using the Payment Terminal
Client shall be responsible for ensuring that only

cards issued by those card providers with which
Client has signed an agreement are used in the
Payment Terminal.

5 Information security and standards

5.1 Card data processing services
Verifone shall commit to ensuring that the services in

which payment card data are processed (Verifone
Services) comply with the mandatory information
security provisions and standards valid for those
payment card services at any given time.

5.2 Integrating the Payment Terminal into a POS
system

If the Payment Terminal is integrated into a point of
sale system (POS System) using the existing
Verifone POS interface, Verifone shall commit to
ensuring that the Payment Terminal does not transmit
unencrypted card numbers or other sensitive card
data to Clie n t ’ s POS Syst e m o r L A N .

5.3 Payment Terminals forming part of the Service
Verifone shall commit to ensuring that the Payment

Terminals forming part of the Service comply with all

mandatory information security provisions and
standards valid for card payment terminals
throughout the Agreement Period. In case of an error
or malfunction in a Payment Terminal, Verifone shall
be liable as provided for in section 15.1.

5.4 Payment Terminals sold to Client
Verifone shall commit to ensuring that Payment

Terminals to be sold to Client comply with all
mandatory information security provisions and
standards valid for card payment terminals as at the
time of sale. In case of an error or malfunction in a
Payment Terminal, Verifone shall be liable as
provided for in section 14.3.

6 Error in the Service; Service maintenance and
troubleshooting

6.1 Error in the Service
The Service shall be considered to have an error if it

deviates to a material extent from the specifications
determined in the Service Agreement and said
deviation substantially compromises the use of the
Service. Verifone does not guarantee that the Service
will be available without interruption and does not
guarantee that any error or interruption will be
remedied within any particular period of time.

6.2 Service maintenance and troubleshooting
Supplier shall maintain the Service in working order

as per the Agreement and shall remedy any errors in
the Service as soon as possible. Supplier shall have
the right to interrupt the providing of the Service on
a temporary basis without advance notification if
necessary because of an acute error impacting
information security. Supplier shall notify Client of
such a situation as soon as possible. Supplier shall
have the right to interrupt the providing of the Service
on a temporary basis by giving notice thereof at least
one week in advance, if necessary for building,
repairs or maintenance to same. Supplier shall
endeavor to ensure that such an interruption i s brief
in duration and causes as little inconvenience or
damage to Client as possible.

Advance notice shall be sent through the Service user
interface, on the verifone.fi website, or in a manner
agreed separately. The liability of Verifone is limited
to rectifying errors in the Service as stated above.

6.3 Limitations to maintenance
Remedying an error that is beyond the control of

Verifone or that falls within the responsibility of Client
shall not be covered by the Maintenance Service.
Verifone shall make a separate charge for any repairs
required by such an error, including but not limited to
errors caused by:

6.3.1 incorrect use of the Service, negligence or
carelessness in using the Service or in following
maintenance instructions or environmental
requirements; or

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6.3.2 devices, data connections, software or settings
not belonging to the Service, or changes or repairs
made by a party other than Verifone.

6.4 Remedying an error
The liability of Verifone regarding errors in the

Service shall be limited to remedying errors in the
Service that fall within the responsibility of Verifone.
The liability of Verifone regarding hardware errors
shall be restricted to the Verifone obligations set
forth in sections 14.3 and 15.1.

7 Infringement of intellectual property rights

7.1 Responsibility of Verifone for intellectual property
rights

Verifone shall be responsible for ensuring that the
Service it delivers does not infringe upon intellectual
property rights valid in Finland during the Agreement
Period.

7.2 Defense of rights
If legal action is pursued against Client or claims are

presented on the basis that using the Service
delivered by Verifone infringes upon an intellectual
property right protected in Finland, Verifone shall
undertake to defend Client against such an action or
claim as it best sees fit and shall indemnify Client
against any compensation ruled payable by Client. In
such a matter, Client shall not have the right, except
by advance written consent from Verifone, to enter
into an agreement or any other arrangement to settle
the matter with the party filing the legal action or
claim. In order for Verifone to be held liable as
described above, Client shall notify Verifone of any
such claims immediately upon learning of them and
at the same time shall authorize Verifone to act on
Client’s behalf to saf e g u a r d Client ’ s interes t s an d
shall provide Verifone with any and all information
and assistance needed to manage the matter.

7.3 Rectifying an identified infringement
If a claim of infringement of intellectual property

rights as described above in section 7.2 acquires
legal force, or if Verifone considers it probable that it
will acquire legal force, Verifone shall obtain at its
own cost the right to use the relevant service or part
thereof, or replace the Service with another
comparable Product whose use does not infringe
upon the aforementioned rights, or amend the Service
so as to remove the infringement. In such a case,
Verifone shall also have the right to terminate
delivery of the Service without notice. The liability of
Verifone for infringement of intellectual property
rights shall be limited to the measures described in
this chapter 7.

7.4. Limitation of liability
Verifone shall not be held liable to Client for any

infringements of intellectual property rights caused
by the Service having been altered or used for a
purpose for which it was not designed or approved,
or by the Service being used in conjunction with a

product or service delivered by another supplier or by
Client himself, or by the Service being used contrary
to instructions issued by Verifone.

8 Identifiers

8.1 Client’s i d e n t ifiers
Verifone shall have the right, after consulting Client,

to determine the user IDs, numbers, addresses and
other si m i l a r ident i f i e rs t o be a s s i gned to C l i ent’s u s e
(hereinafter Identifiers).

8.2 Identifier administration
Verifone shall only create one set of Identifiers for

Client for using the Service; Client shall use these to
administer the identifiers of other end users.

8.3 Cha n g i n g Ident i f i e r s at Client’s re quest Client ’ s
Identifiers may be c h a n g e d at C l i ent’s r e q u e s t, f or a

fee, provided that the requested change is technically
possible and will not cause unreasonable
inconvenience to Verifone or to any third party.

8.4 Right of Verifone to change Identifiers
Verifone shall have the right to change Identifiers if:

8.4.1 so required by official orders, reasons related
to delivering the Service, or other technical reasons
(Verifone shall notify Client of such a change no later
than two (2) months of the change coming into effect);
or

8.4.2 Verifone has justifiable cause to assume that
such a change is required for the information security
of the Service or of Client. Verifone shall notify Client
of changes made for security reasons as soon as
possible. The principal notification channel shall be
the e-mail address given by Client.

9 Client Details and their use

9.1 Disclosure of details
Client shall supply Verifone with the details requested

by Verifone for the Service before the Service is
launched (hereinafter Client Details) and verify that
the details as entered are correct. Client shall notify
Verifone without delay concerning any change in
Client Details. Client shall be responsible for
ensuring that end users of the Service declared by
Client to Verifone are aware that Client Details
concerning them have been disclosed to Verifone.

9.2 Disclosure of Client Details and Identifiers
Verifone shall have the right to disclose Client Details

and Identifiers to such an extent as required by
currently valid legislation.

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10 Compensation for costs and damages

10.1 Negligent damages
Either Party shall be liable to compensate the other

Party for any direct damage shown by the injured
Party to have been caused by negligence of the
offending Party. However, such liability of a Party
shall be limited for each month to the portion of the
monthly invoiced amount related to the part of the
Service that said negligence concerns, calculated on
the basis of the average over six months preceding
the damage event. If the Agreement has been valid
for less than six months prior to the damage event,
the maximum liability for compensation shall be
calculated on the basis of the average of monthly
invoicing during the validity of the Agreement. If
either Party should be liable to pay the other Party,
pursuant to the Agreement or otherwise, a
contractual penalty, refund or standard compensation
the basis of whose calculation is defined in the
Agreement, then the liability of the offending Party
for compensation shall be limited to the amount of
such a penalty or compensation. The total liability for
compensation of either Party for damage caused in
any one calendar year shall be limited to an amount
that is six (6) times the average monthly invoicing in
the year or shorter period in question, ex VAT.

10.2 Limitation of indemnity
Neither Party shall be liable to compensate the other

Party for indirect damage or damage that the Party
could not have reasonably anticipated. Also, neither
Party shall be liable to compensate the other Party
for damage caused by circumstances within the
responsibility of the other Party or a third party
(including but not limited to damage caused by
actions of Client, a user of the Service, another
telecommunications company or another service
provider, or caused by any equipment, data
connections or software within the responsibility of
same), nor for damage caused by circumstances
beyond the control of the Party (including but not
limited to power fluctuations, thunderstorms,
electricity supply failure, fire, water damage or other
accident) If a Payment Terminal is damaged and the
payment card transactions stored in its memory are
lost, neither Party shall not be liable to compensate
the other Party for damages thereby caused. Neither
Party shall be liable to compensate the other Party
for the exercising of rights pursuant to the present
Agreement, including but not limited to problems
caused by temporary interruptions to the Service as

referred to in sect i o n 6. 2 . Bot h Parties ’ liabi l i t y fo r

compensation shall be limited in its entirety to
compensating for the damage specified in this
chapter 10.

10.3 Liability for compensation concerning payment
card data

Supplier’s l iability f o r in correct o r un d e l i v ered

payment card data shall cease when the company
receiving payment card data that is used by Client
refuses to accept outdated payment card data
pursuant to its agreement with Client.

10.4 Claiming compensation
Compensation for damages shall be claimed within a

reasonable period of time from when the grounds for
compensation were discovered or should have been
discovered, but no later than one (1) year after the
alleged damage event occurred. With respect to
compensation claimed for a device, the claim shall be
filed within one (1) year of the device being delivered.

10.5 Errors in devices controlled by Client
If Client connects faulty or disruptive devices to the

Service, in violation of section 4.4, or if a malfunction
reported by Client is caused by devices, data

connections, s p e c ifications o r s o f t ware under Cli e n t ’ s

control, Client shall be liable to compensate Verifone
for any damage caused and for the costs of locating
such malfunctions.

11 Payments and invoicing

11.1 Fees payable for the Service
Client shall pay Verifone the fees for the Service and

its use that are specified in the Tariff or the
Agreement, in accordance with the Invoicing Periods
specified in the Tariff or the Agreement. Service
connection fees and the first Invoicing Period shall
be invoiced at the time of delivery.

11.2 Fees payable for the Products
Client shall pay Verifone the prices for the Products

that are specified in the Agreement or Tariff valid at
any given time. Products shall be invoiced at the time
of delivery. Current service charges are in the
separate price list. Other charges outside of the
service can be found in the same list.

11.3 Terms of payment
The terms of payment shall be 14 days net. Payments

shall be made on the invoice due date at the latest.
Client shall be considered to have accepted these
terms by paying the invoice. If the credit limit agreed
separately with Client is exceeded, or if an
exceptional quantity of payments due are
accumulated in any Invoicing Period, Verifone may
send an extraordinary invoice to Client, deviating
from the normal invoicing timetable. Verifone shall
have the right to charge recovery costs and handling
fees for payments in arrears, and also penalty
interest at an annual rate pursuant to the Intere st Act
valid at any given time, as of the due date of the
invoice. If Client has not paid overdue invoices
despite a notice of overdue payment and suspending
of the Service, other payments for the Service that
are not yet due shall also fall due.

11.4 Advance payment or collateral

Verifone shall have the ri ght to check Client’s credit

report and to demand that Client pay a mutually
agreed advance payment or pledge collateral if
Verifone considers it necessary for safeguarding its
receivables due to Client’s cr e d i t record, pa y m ent
history or other justified reason. Verifone shall not

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pay interest on any such advance payment or
collateral. Verifone shall have the right to offset any
overdue receivables against such an advance
payment or collateral, inclusive of penalty interest
and recovery costs.

11.5 Remarks on invoices
The deadline for remarks on invoices shall be eight

(8) days. Any remarks concerning an invoice shall be
made in writing before the due date. Notwithstanding
any remarks made, Client shall pay any undisputed
portion of an invoice by the due date. If a remark is
found upon inspection to be baseless, Client shall
pay the invoice inclusive of penalty interest within two
weeks of being informed of the outcome of the
inspection.

11.6 Basic Fee
Verifone shall have the right to collect a fixed, time-

based Basic Fee as per the Tariff or Agreement
independently from the date of delivery of each
Payment Terminal or Service component. Basic Fees
shall be invoiced by Invoicing Period in advance.
Basic Fees shall be payable also for any period in
which the Service is suspended or in which the
Payment Terminal has not been used. If the Service
Agreement expires in the middle of an Invoicing
Period, the Basic Fee shall be collected for the entire
Invoicing Period; the Basic Fee shall not be
refundable.

11.7 Invoice itemization
Verifone shall, if Client so requests, provide

information on how an invoice is made up, insofar as
this is possible technically and under law. If Client
requests itemization that calls for repeated manual
work, Verifone shall have the right to charge a fee as
per the Tariff for said itemization.

11.8 Tariff amendments
Verifone shall have the right to amend its Tariff and

to update the fees charged for the use of the Service.
Client shall be notified in writing of any increases to
the fees charged for the use of the Service, such
notification being sent to the invoicing address or e­mail address most recently provided by Client. Client
shall have the right to give notice to terminate the
Agreement immediately when the increased fees
charged for the use of the Service enter into force. If
Client has a fixed-term Service Agreement, any
increase in the fees charged for the use of the
Service shall not enter into force until the current
Agreement Period expires.

12 Suspending the Service

12.1 Client’s r i g h t to reques t s uspending of t h e

Service
If the Client has an indefinite contract, Verifone may

suspend the Service for a fixed pe r i o d at Client ’ s
request. A fee as per the Tariff shall be charged for
the suspension and re-activation of the Service. If the
Service includes any Payment Terminals or other

devices, it shall be separately agreed whether such
devices should be returned temporarily to Verifone.

12.2 Verifo n e ’ s r i ght to sus p e n d t he Service
Verifone shall have the right to suspend any and all

Services provided to Client if:
– Client has not, despite a notice of overdue payment,

paid the overdue receivables due to Verifone,
– Client is discovered to have provided false

information in connection with activating the Service,
– Client exceeds a mutually separately agreed credit

limit,
– Client fails to deposit an advance payment or

collateral as referred to in section 11.4 within one
week of Verifone demanding such deposit,

– Client has been placed in receivership or corporate
structuring or has sued or been sued for bankruptcy,

or Cli e n t has a p p l i ed f o r a p u blic s u m m o n s to C l ient’s

creditors, or Client has otherwise been found to be
insolvent,

– Client has caused disruption to Verifone services or
other end users and, despite being given a notice of
same, continues to use malfunctioning devices or
software,

– Client fails to comply with his Agreement
obligations despite being given a notice of same, or
commits a material breach of his Agreement
obligations,

– Client has ceased to exist according to a Trade
Register entry or similar official register entry, or

– Client cannot be contacted for the purpose of
investigating a matter pursuant to the present
Agreement.

If Client submits a written complaint about an invoice
to Verifone and pays the undisputed portion of the
amount invoiced, Verifone shall not suspend the
Service because of non-payment of the disputed
amount while the complaint is being investigated.

13 Termination of the Agreement

13.1 Agreements valid until further notice
An Agreement valid until further notice may be

terminated wi t h t h r ee (3) mo n t h s ’ notice.

13.2 Client’ s r i g h t to cancel t he Agr eement

Client shall have the right to cancel the Agreement if
the Service deviates substantially from that which
was agreed and Verifone does not correct the error
or replace the delivery within a reasonable time of
Client’s written notice to that effect , or if delivery of
the Service is unreasonably delayed for reasons due

to V erifone’s negligence. Client’ s right to c ancel the

Agreement shall only apply to the erroneous or
delayed portion of the Service.

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13.3 Verifo n e ’ s r i ght to canc e l the Agreement
Verifone shall have the right to cancel the Service

Agreement in full or in part if:
– t h e Servic e has b e e n s u s p ended a t Client’ s reques t

for more than one year,
– the Service has been suspended for the reas on

referred to in section 12.2 for more than one month,
or

– Client has committed a material breach of his
contractual obligations and has not rectified said
breach within fourteen (14) days of Verifone
presenting a written demand for same.

13.4 Notifications to terminate and cancel
Notifications to terminate or cancel the Agreement

shall be made in writing.

13.5. Discontinuing the providing of the Service
Verifone shall have the right to discontinue the

providing of the Service or an aspect of the Service
for justified reasons. In such a case, Verifone shall
have the right to terminate the Agreement in respect
of the discontinued Service or aspect thereof by
notifying Client of same within a reasonable time in a

13.6 It is not possible to break the fixed-term
agreement.

Verifone is entitled to charge the remaining fixed
contractual term from the merchant if the merchant
terminates the fixed-term contract before the end of
the fixed contract period.

14 Special Terms concerning Payment Terminals
owned by Client

Sections 14.1 to 14.3 shall apply to Payment
Terminals sold by Verifone to Client and to the
Services provided for said devices.

14.1 Services linked to Payment Terminals
When Client purchases a Payment Terminal, he shall

also order a Software License and the Verifone
Routing Service.

The Software License covers the following:

– software updates for the Payment Terminal
– client service helpline for a fee
– st ora g e a n d a v ailability of Client’s pre i n s t a l lation

data at the Verifone download center
– Verifone shall invoice the Software License in

advance as of the month in which the Payment
Terminal is taken into use (see section 11.6).

14.2 Ownership
Ownership in a Payment Terminal or other device

shall transfer to Client when the purchase price has
been paid in full. If the Payment Terminal contains

software produced by Verifone, only the right of use
to that software shall be granted to Client. The right
of use shall remain in force as long as Client has a
valid Software License

14.3 Payment Terminal warranty
A Payment Terminal shall have a materials and

workmanship warranty for twelve (12) months as of
the date of delivery. Verifone shall repair or replace
a malfunctioning Payment Terminal or component
thereof within fifteen (15) days of said Payment

Terminal be i n g delivere d to Ve r i f one’s dev i c e
maintenance service. If Veri f o n e ’ s devic e

maintenance service discovers that the malfunction
of the Payment Terminal is due to circumstances
including (but not limited to) an accident, an outside
person, a fault or disruption caused by air
conditioning, electricity or lighting strike, water
damage or other similar cause, or is due to changes
in the circumstances of use or to the device being
used in an inappropriate way, then the costs of device
maintenance shall be charged from Client. Client
shall be liable for the costs of transporting the

Payment Terminal. Verifon e ’ s liability for errors and

malfunctions in the Payment Terminal shall be limited

to the ‘r e p a i r and re p l a c e ’ obligati o n specified he r e

in section 14.3.

15 Special Terms concerning Payment Terminals
included in the Service

Sections 15.1 to 15.3 shall apply to Payment
Terminals supplied by Verifone to Client as a service
subject to a monthly fee.

15.1 Malfunction of Payment Terminal
If the Payment Terminal malfunctions, Client shall

deliver the malfunctioning device to the Verifone
device maintenance service. Client shall be liable for
the transport costs for the device. Verifone shall
repair the device or provide Client with an equivalent
replacement device within three (3) working days

(Mon to F r i ) . If Veri f o n e ’ s devic e m aintenance s e rv i c e

discovers that the malfunction of the Payment
Terminal is due to circumstances including (but not
limited to) an accident, an outside person, a fault or
disruption caused by air conditioning, electricity or
lighting strike, water damage or other similar cause,
or is due to changes in the circumstances of use or
to the device being used in an inappropriate way,
then the costs of device maintenance shall be

charged f r o m Client . Verifone’s liability for er r o r s and

malfunctions in the Payment Terminal shall be limited
to the ‘r e p a i r and re p l a c e ’ obligati o n specif ied here
in section 15.1.

15.2 Maintenance costs
After 36 months, Client shall be liable for the

maintenance costs of Payment Terminals included in
the Service.

15.3 Replacing Payment Terminals
If, at the time of expiry of a fixed-term Agreement, the

Payment Terminal model selected for the Service

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does not comply with currently valid information
security specifications or standards for payment card
transactions, Verifone shall have the right to require
Client to replace his current Payment Terminals with
another model. Verifone shall notify Client of such a
replacement need immediately upon learning of it.
Client shall replace the Payment Terminals within six
(6) months of being required to do so. Client shall be
liable for any and all costs incurred through replacing
the Payment Terminals.

16 Special Terms of the Premium plus service

16.1 Maintenance
If Client reports a Payment Terminal malfunction

before 12.00 on a business day, a replacement
device shall be sent to Client on the same day. If
Client reports a Payment Terminal malfunction after

12.00 or on a day that is not a business day, a
replacement device shall be sent to Client on the
following business day. Client shall deliver the
malfunctioning Payment Terminal to Verifone
immediately. If delivery takes more than 7 business
days, an additional fee will be charged from Client.

16.2 Device insurance
In cases of a Payment Terminal malfunction for which

the Client is liable, there is a fixed deductible for
Client per Payment Terminal specified in the
Agreement. The device insurance shall be valid
throughout the fixed term of the Agreement (24
months).

16.3 Payment Terminal replacement
Client shall have the right to change the type of

Payment Terminal (desktop to portable or vice versa)
once during the Agreement Period without charge.

17 Special terms and conditions concerning the need
for a substitute device

17.1 Client’ s s ubstitute dev i c e s
Verifone shall not be required to keep substitute

devices in storage. Acquiring any substitute devices
needed as backup to ensure continuity of payment
terminal operations shall be the responsibility of
Client.

17.2 Compatibility of substitute device
Substitute devices are compatible only with payment

terminals of the same type. If the Payment Terminals
principally used by Client are replaced with another
model, Client shall be liable for the costs of replacing
any substitute devices. Client shall be responsible for
the correctness of data entered into a substitute
device.

18 Special Terms concerning short term Payment
Terminal Service

Sections 18.1 to 18.2 shall apply to devices under the
Verifone short term Payment Terminal Service.

18.1 Returning a Payment Terminal
Client shall return devices included in the Service to

Verifone within two (2) weeks of the termination of
the agreed short- term service. If Client does not
return the devices in time, Verifone shall have the
right to charge Client for said devices. Client shall be
responsible for ensuring that no unprocessed card
data remains stored in the Payment Terminals
returned.

18.2 Damaged Payment Terminal

If V e r i f o n e ’ s dev i c e ma i n t enance s e r v i c e dis c o v ers

that the a Payment Terminal has been damaged and
this is due to circumstances including (but not limited
to) an accident, a fire, a fault or disruption caused by
air conditioning, electricity or lighting strike, water
damage or other similar cause, or is due to changes
in the circumstances of use or to the device being
used in an inappropriate way, then the repair costs of
device shall be charged from Client.

19 Special Terms of the Verifone Reporting Service

19.1 Responsibilities regarding handling of card
details

Client shall have principal responsibility for
troubleshooting any and all problems discovered in
the Verifone Reporting Service. If it is found in the
processing of a support request that Verifone is
responsible for dealing with the matter at hand, Client
shall be so informed. If Client wishes Verifone to
respond to problems in monetary transactions
automatically, this shall be agreed upon separately.

19.2 Troubleshooting of problems in monetary
transactions

Verifone shall have the right to invoice Client as per
the Tariff for troubleshooting problems in monetary
transactions that are not due to Verifone. Verifone
shall not be held liable for costs incurred through a
delay in troubleshooting that is the responsibility of
Client.

19.3 Transmitting card transaction data
Verifone shall have the right to select the technical

means whereby transaction data are transmitted to
the acquirers selected by Client.

19.4 User IDs in the Service
Client shall be responsible for keeping confidential all

user IDs assigned to Client and shall be liable for any
damage caused by misuse of said user IDs.

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20 Point of sale interface and its Special Terms

20.1 Clie n t ’ s re s ponsibilitie s in Payment T e r m i n a l

integration Client shall be responsible for his part for
implementing and testing the point of sale (POS)
interface integrating Payment Terminals. Client shall
undertake at his cost to comply with and maintain the
POS interface defined by Verifone.

20.2 Verifone’s respons i b i l ities in Payment Terminal

integration Verifone shall be responsible for updating
the POS interface specifications and the interface
itself so that it delivers on the matters agreed upon
in the Agreement between Verifone and Client while
also complying with the information security
specifications given in section 5. Verifone shall notify
Client of any new POS interface version and its
features at least two (2) months before it is
introduced. Verifone is committed to support all POS
interface versions released within one (1) year of the
currently most recent version. If the most recent
version of the POS interface incorporates mandatory
requirements imposed by currently valid standards,
Supplier shall only support that version and later
versions after its release. Supplier shall not be held
liable for costs incurred by Client in updating the
interface.

21 Special Terms of Verifone Economic
Administration Integration (EAI)

21.1 Verifone shall not be held liable for costs
incurred through troubleshooting and rectifying data
errors, shortcomings or delays.

22 Other terms

22.1 Confidentiality
Each Party shall commit to keeping confidential any

and all confidential materials and data received from
the other Party. Verifone hereby reserves all rights to
disclosed materials and data, and Client shall not
have the right to exploit them otherwise than for the
purposes of operations directly related to the present
Agreement, unless otherwise separately agreed in
writing. When the Agreement expires, each Party
shall return to the other Party any and all materials
and data received from said other Party and shall
destroy any such materials and copies thereof in said

other Party ’ s s torage devices . E ach Party s h a l l be

responsible for their part for ensuring that their
employees and any subcontractors are likewise
committed to the confidentiality provisions given
above. This confidentiality clause shall survive the
expiry of the Agreement.

22.2 Resolution of disputes and governing legislation
The Agreement shall be governed by Finnish law. Any

disputes arising from the Agreement shall be

submitted, at the pet i t i o n e r ’s choi c e , ei ther t o t h e

Vantaa District Court or the court of first instance in

the defen d a n t ’ s jurisdict i o n , provide d that the la t t er

is in Finland.

22.3 Precedence
If any discrepancy is discovered between the

Agreement proper and its Appendices, the Agreement
proper shall take precedence, followed by the
Appendices in numerical order. If any discrepancy is
discovered between the language versions of these
General Terms of Delivery, the Finnish version shall
take precedence.

22.4 Notifications
Client shall send any and all notifications pertaining

to the present Agreement in writing to the address or
e-mail address specified by Verifone in the present
Agreement or at a later date. Verifone shall send any
and all notifications pertaining to the present
Agreement in writing to the invoicing address most
recently specified by Client or to the e-mail address
given by Client to Verifone. Notifications sent by
Verifone to Client shall be considered to have been
delivered as follows: by mail, on the seventh (7th) day
from their sending; and by e-mail, on the following
business day.

22.5 Force majeure
Either Party shall be discharged from its

responsibilities and liability for compensation for
damages if any breach or neglect of the Terms of
Agreement is due to force majeure. Force majeure
shall be defined as an unusual circumstance with an
impact on the matter at hand that the Party could not
have been expected to take into account when
concluding the Agreement and that is beyond the
control of the Party or whose impact could not
reasonably have been avoided or overcome. Such
circumstances include but are not limited to: war;
insurrection; currency restrictions; legislation and
official orders; denial of an export license;
impounding or seizure; an import or export ban;
natural disaster; serious epidemic; pandemic;
disruption to public transport, telecommunications or
energy distribution; shortage of means of transport;
general shortage of goods; restrictions in power
supply; labor dispute; strike; fire; or any other
circumstance similarly unusual and of similar impact
and beyond the control of the Parties; and also any
flaws or delays to subcontractor deliveries due to the
aforementioned circumstances. If fulfillment of a
contractual obligation is delayed due to
circumstances described in the previous paragraph,
the deadline for fulfilling said obligation shall be
extended for as long as is reasonable considering the
relevant circumstances.

23 Validity of Terms of Delivery

23.1 Entry into force of Terms of Delivery
These Terms of Delivery shall enter into force on

January 13th, 2020 and shall remain in force until
further notice. These Terms of Agreement shall be
applied to any and all current and forthcoming
agreements signed with corporate clients.

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23.2 Delivery of Terms of Delivery
The Terms valid at any given time shall be available

online at www.verifone.fi.

23.2 Amendments to the Terms of Delivery
Verifone shall have the right to amend these Terms

of Delivery. Client shall be notified of new Terms of

Delivery by client newsletter or otherwise in writing.
If the amended Terms have changed to the detriment
of Client, then Client shall have the right to cancel
the Agreement with immediate effect within one (1)
month of receiving the aforementioned notice.

General Terms of the Verifone Settlement Agreement

1. Signing the Service Agreement and applying
the Vendor Terms

1.1 These General Vendor Terms (“ V e n d o r
Terms” ) shall form part of every Service

Agreement (as defined below) that is concluded
when a vendor (“ V e n d o r ” ) subscribes to the
Payment Terminal Service (as defined below)
and/or Online Payment Service (as defined below)
provided by Verifone Finland Oy (“ Verifone” ) for
executing payment transactions between Vendor
and its consumer and corporate customers
(referred to severally as Consumer (as defined

below)) a n d wh e n Verifone ac cepts V endor’s

order.

1.2 The Online Payment Service shall be
subscribed to using the agreement form on the
Verifone website or using the online banking IDs
or certificates of Vendor or a representative of
same. The administration interface for the
Verifone Online Payment Service used by Vendor
shall be accessed with an Internet browser. An e­mail account and messages sent to mobile phones
shall also be used for logging on to the service for
exchanging messages. The connection between

the V e n d or’s o nline s hop a n d t h e Verifon e Online

Payment Service payment form shall be SSL
encrypted, with an electronic signature to identify
Vendor and the online shop.

1.3 The Payment Terminal Service shall be
ordered using the agreement form on the website
and using the online banking IDs or certificates of
Vendor or a representative of same. A risk
assessment shall be conducted for every new
vendor, and Verifone shall have the right to accept

or r e j e c t a vendor’s agreem e n t applicat i o n on the
basis of Verifone’s risk assessm e n t . Vendor shall

have the right to accept payment transactions only
for the sale of the products and services declared
by Vendor in the agreement application.

1.4. The Service Agreement between Vendor and

Verifone ( “ S e r v i c e Agreemen t ” ) shall c o n s i s t of t h e

agreement form filled out by Vendor and of the
information provided for that purpose, the present
Vendor Terms and the Verifone Payment Service
Tariff (as defined below) valid at any given time.

1.5 The present Vendor Terms shall apply to the
transmission of payments from Consumer to
Vendor through the Verifone Payment Service on
Vendor’s behalf .

1.6 Verifone is a payment institution operating
under a payment institution license and monitored
by the Finnish Financial Supervisory Authority; it
complies with the legislation governing the
operation of payment institutions and governing
the duties and responsibilities incumbent upon
Verifone.

1.7 The validity of and the making of amendments
to the present Vendor Terms are defined in section
19 of the present Vendor Terms.

2. Definitions

2.1 “ C o n s u m e r F unds Accou n t ” is the bank
account as designated by Verifone from time to

time to w h i ch C o n s umer’s payments are directed.

Funds in the Consumer Funds Account shall be
kept separate f r o m Verifone’ s own funds.

2.2 “ C o n s u m e r ” is a natural person or corporation
using the Payment Service as payer at any given
time.

2.3 “ M e a n s of Pa y m e n t Provid e r ” is a financial
institution or credit institution or other payment
service provider (e.g. an invoicing operator,
payment card issuer or payment transaction
receiver) that has granted Verifone the right to
reoffer a payment function, method of payment or
receiving and settlement of payment transactions,
as part of the Verifone Payment Service for
Consumers.

2.4 ”P a y m e n t S e r v i ce” is the Online Payment
Service and/or Payment Terminal Service offered
by Verifone to Vendor pursuant to the Service
Agreement at any given time.

2.5 “Paym e n t Te r m i n a l Se r v i c e ” is the Payment
Terminal Service offered by Verifone at any given
time and the functional principle whereby Verifone,
on behalf of Vendor, receives payments resulting
from payment transactions initiated by Consumers
through the Payment Terminal supplied by

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Verifone to Vendor and holds those funds in

Verifone’s Co n s u m e r Funds Ac c o u n t on Vend o r ’ s

behalf and transmits / settles such payments
further to the Vendor subscribing to the Payment
Terminal Service. The Payment Terminal Service
offered by Verifone at any given time and its
functional principle are described in detail on the
Verifone website.

2.6 “Intern a ti o n a l C a r d P r oviders” include all
enterprises belonging to the same group of
companies as Visa International Ltd or MasterCard
Incorporated Ltd, or other international card
providers.

2.7 “O n l ine Pa y m ent Se r v i ce” is the Payment
Service offered by Verifone at any given time and
the functional principle whereby Verifone, on
behalf of Vendor, receives payments resulting
from payment transactions initiated by Consumers

online and holds those funds in Verifone’s

Consumer Funds Account on Vend or’s behalf and
transmits / settles such payments further to the
Vendor subscribing to the Payment Terminal
Service. The Online Payment Service offered by
Verifone at any given time and its functional
principle are described in detail on the Verifone
website.

3. Functional principle of Payment Service

3.1 Verifone shall enter into agreements with
various Means of Payment Providers, pursuant to
which Verifone is able to offer Vendor a Payment
Service pursuant to the Service Agreement. In the
Payment Service, payments are transmitted from

Consumers’ bank acc o u n t s or ca r d ac counts with

a credit card company, or from invoicing operators,
to the Verifone Consumer Funds Account courtesy
of Means of Payment Providers, and further from
Verifone to V e n d o r ’s bank account.

3.2 When subscribing to the Payment Terminal
Service, Vendor shall have acquired from Verifone
a Payment Terminal device on a separate
agreement for Consumers to make payments.
Once Consumer has selected a method of payment
on the Payment Terminal, Consumer shall enter on
the Payment Terminal the details required by the
Means of Payment Provider for completing the

payment trans a c t ion. V erifying Co n s umer’s

identity may be required in the case of certain
methods of payment and certain circumstances of
payment. The payment recipient in the
aforementioned payment transactions is Verifone.
The payments are paid into the Verifone Consumer
Funds Account.

3.3 In the Online Payment Service, Verifone shall
provide Vendor with a Vendor-specific online
payment form to which Vendor shall guide

Consumer i n Vendo r ’ s online shop. Once

Consumer has selected a method of payment on
the Verifone Online Payment Service payment

form, Consumer is forwarded to the subpage for
that method of payment

to enter the details required by the Means of
Payment Provider for completing the payment
transaction. Forwarding Consumer to the Means of

Payment Prov i d e r ’ s se rv i c e , for ins t a n c e for the
purpose of verifyi n g Co n s u m e r ’ s identity , ma y be

required in the case of certain methods of payment
and certain circumstances of payment. In such
cases, Consumer is automatically returned to the
Online Payment Service once the required function
has been performed. Once the payment process
has been completed, Consumer shall be returned
to Vendor’s o n line shop. The payment recipient in
the aforementioned payment transactions is
Verifone. The payments are paid into the Verifone
Consumer Funds Account.

3.4 Verifone shall receive payment from the Means
of Payment Provider and enter it in the Consumer
Funds Acc o u n t t o be retaine d o n V endor’s beh a l f .

3.5 Said payment, less the commission specified
in section 9.1, shall be settled to Vendor on the
basis of information supplied by Vendor. The
settlement period shall be defined in the Verifone
Tariff valid at any given time. In the circumstances
described below, Verifone shall have the right to
suspend or deny payment transmission in part or
in full or to extend the settlement period.

3.6 Individual payment transactions initiated by
individual Consumers received through a Means of
Payment Provider shall not be settled to Vendor
individually. Instead, Verifone payments to Vendor
shall be made as single payments within an agreed
settlement period, each single payment to include
all payment transactions received by Verifone on
behalf of Vendor during one banking day,

less the Verifone commission specified in the
Service Agreement signed by the Parties and any
further deductions, and less any receivables due
from Vendor to Verifone pursuant to the Service
Agreement, the Payment Terminal Supply and
Maintenance Agreement or other agreement.
Verifone shall not be held liable for any delays or
errors in payment transmission on part of the
Means of Payment Providers.

3.7. No interest shall be paid on the funds in the
Consumer Funds Account.

4. Methods of payment offered by Means of

Payment Providers

4.1 Vendor may select for the Payment Service one
or more methods of payment from among those
granted to Verifone by Means of Payment
Providers at any given time. Vendor may add or
remove methods of payment with notifying
Verifone of same.

4.2 Adding a method of payment requires Vendor
to accept that either Verifone or the Means of

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Payment Provider may suspend or prohibit

Vendor’s us e o f a part i c u l a r method o f p a y ment

pursuant to their respective terms and conditions.

Any s u s pension o r pr o h i b i t i on o f V e n d o r ’ s u s e of a

particular method of payment enforced by a Means
of Payment Provider in respect of Verifone shall
automatically enter into force regarding Vendor.
Verifone shall notify Vendor of such a suspension
or prohibition immediately.

5. Vendor details

5.1 Vendor shall supply Verifone with the details

required b y Verifon e concerning V e n dor’s

corporate form, ownership (including details on the
shareholders of the group of companies if any or

on Vendor’s d i r e c t or indir e c t parent compa n y ) , the
nature of Vendor’s op e r a t i ons, Vendor’s c o r p o r a t e

officers and other Vendor details on the agreement
form and, as necessary, in response to any further
queries or requests for explanation from Verifone.

5.2 Vendor shall supply Verifone with the
identifiers, contact details, bank account number
and payment details required by Verifone at any
given time. Said details shall always be submitted
through the electronic system designated by
Verifone. Vendor shall immediately update any
changes in the aforementioned details in said
system.

Such changes include, but are not limited to,

changes in V endor’s ownership struc t u r e o r

management, and assignment of the business or
its assets.

5.3 Verifone shall have the right to verify the
details supplied by Vendor using publicly available
sources and consulting the databases of
authorities and bodies maintaining consumer data,
such as the Population Register Centre, credit
information companies and/or the Finnish Patent
and Registration Office.

5.4 Vendor shall consent that Verifone may
disclose any and all details supplied by Vendor
and any details concerning Vendor otherwise
obtained to the Means of Payment Providers, to
other service providers involved in the
implementation of the Payment Service, and to the
authorities.

5.5 Vendor shall be responsible for ensuring that
the details supplied by Vendor to Verifone are
correct and up to date.

6. Details on payments transmitted

6.1 A payment shall be transmitted from Consumer
to Vendor as described in chapter 3, on the basis
of details supplied by Vendor. Vendor shall be
responsible for supplying Verifone with the details
required by Verifone at any given time conce rning

Vendor, payment transactions , Vendor’s bank

account and communication between IT systems.

6.2 Vendor shall be given access to the Verifone
Transaction Collecting System (TCS), where
Vendor may search for details on payment
transactions. Verifone may, a t V e n d o r ’ s r e q u e s t
and at a separate charge, supply payment reports
and details on individual payment transactions
involving Vendor in other ways as well.

6.3 Verifone shall neither generate nor transmit
information on transports, interim storage or any
other transaction logistics between Vendor and
third parties (including Consumers).

7. Agreement between Vendor and Consumer

7.1 Vendor shall be responsible for ensuring that
Vendor identifies Consumer as required by
legislation valid at any given time.

7.2 Vendor shall be responsible for ensuring that
a privacy policy as required in the Personal Data
Act is available to Consumer, detailing how
Consumer’s p e rs o n a l data are pr o c e s sed.

7.3 Verifone shall not be considered a party to any
agreement between Vendor and Consumer and

shall not b e h e l d responsi b l e f or Vendor’s p r o d u c ts

or services or for any legal arrangements between
Vendor and Consumer, including but not limited to
orders, agreements or deliveries, or for any
disputes arising from same due to error, delay,
criminal activity or breach of agreement of any
kind. Vendor shall be

held responsible to Verifone for fulfilling his
contractual obligations to Consumer correctly and

in f u l l i n ac c o r d a n c e w i t h V e n d o r ’s offer a n d t e r m s

of agreement and Co n s u mer’s order. V erifone
shall also not be considered a party in any
circumstance involving the warranty, other liability
for material defects or return of a product or
service received by Consumer, nor shall Verifone
be held liable for costs arising from same.

7.4 Verifone shall not be held responsible in any
way for the features, functions, errors, delays or
non-delivery of any product or service provided
pursuant to an agreement between Vendor and
Consumer. Vendor shall indemnify Verifone in full
against any and all claims made by Consumer and
against any and all compensations and restitutions
payable to Consumer in circumstances described
below in these Vendor Terms in case of an error,
delay or other breach of agreement on the part of
Vendor. Vendor shall also indemnify Verifone
against any other circumstance where Consumer,
because of a breach of agreement, legislation
applying to consumer protection or to trade or
remote sales in other respects, the Means of
Payment Provider’s terms and c onditions of
agreement and contractual practices, or any other
reason that is not manifestly unfounded, shall be
entitled to be refunded in part or full a payment

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transaction made through the Verifone Payment
System and/or to be paid interest on such a
transaction or to be paid other compensation
pursuant to the agreement between Vendor and
Consumer.

7.5 Vendor shall not have the right to process a
payment transaction until the related product or
service has been delivered or such delivery is
assured.

7.6 Verifone shall not be held liable for any
criminal action of Consumer nor for any breach of
agreement of Consumer in respect of Vendor in
any way. If Verifone incurs any costs or
compensation payable due to a breach of
agreement on the part of Consumer, Vendor shall
undertake if required to reimburse Verifone for the
amount of such costs or compensation plus two (2)
percent of the amount and annual penalty interest
as per the Interest Act.

7.7 If Consumer disputes an alleged payment
transaction and the payment transaction is proven
to be false or incorrect, Verifone shall refund to
Consumer the funds received from Consumer, and
Vendor shall be liable to reimburse Verifone for
said refund. If Verifone is obligated (a) by decision
of the consumer protection authorities or a court
of law to pay fees or compensations the basis for
which is an action by Vendor or an error or delay
in a product or service delivered by Vendor, or (b)
by demand of a Means of Payment Provider in
accordance with the terms of the means of
payment agreement applied at any given time by
the Means of Payment Provider, to refund a
payment or to reimburse Consumer, either directly
or through the Means of Payment Provider; then
Vendor shall undertake on demand to reimburse
Verifone for the amount of any such payment or
compensation plus two (2) percent of the amount
and annual penalty interest as per the Interest Act.

7.8 If Consumer refuses to accept or does not
collect a product or service ordered from Vendor
or notifies Vendor that he is exercising his right of
cancellation, then Vendor shall without delay
refund the payment transaction to Consumer,
using the refund function in the Payment Service.

7.9 If Consumer is a private consumer and refuses
to accept or does not collect a product ordered
from Vendor or notifies Vendor that he is
exercising his right of cancellation before
receiving the product or service, Verifone shall
refund the funds received from Consumer in
respect of same through the Means of Payment
Provider immediately after being notified by
Vendor of such refusal, non-collection or
exercising of the right of cancellation. Vendor shall
be liable for any claims presented by Consumer
due to a delay in payment of the refund, except if
said delay is due to negligence on the part of
Verifone.

By derogation from the above, if a Consumer who
is a private consumer refuses to accept or does

not collect a product or service referred to in
chapter 6 section 16 of the Consumer Protection
Act, Verifone may refrain from refunding
Consumer’s fu n d s i n respe c t of sam e , provided
that Vendor has presented Verifone with a reliable
account of why said product or service is not
covered by the right of cancellation under the
Consumer Protection Act.

7.10 If Consumer is not a private consumer and
refuses to accept or does not collect a product
ordered from Vendor, Verifone shall refund the
funds received from Consumer, either directly or
through the Means of Payment Provider, after
Vendor has notified Verifone of such refusal or
non-collection, or at the very latest when
Consumer presents a claim for a refund.

7.11 If Vendor does not deliver a product or service
ordered by Consumer from Vendor within the time
limit agreed by Vendor and Consumer, Verifone
shall refund the funds received from Consumer in
full, either directly or through the Means of
Payment provider. Said refund shall be made when

Verifone has r e c e i v ed Cons u m e r ’ s demand to t h a t

effect, unless Vendor immediately presents a
reliable account of the product or service having
been appropriately delivered or an acceptable
justification for the product or service not having
been delivered. Vendor shall be held liable for any
penalty interest payable on said refund.

7.12 The transport o r ot h e r de l ivery of Vendor’ s

product or service to Consumer shall be managed
directly between Vendor and Consumer, and
Verifone shall not be independently or indirectly
held liable to either of the aforementioned parties
for any delivery, the time period for the delivery,
failure to make the delivery or any damage that
may be caused in connection with transport and
delivery.

7.13 Vendor shall ensure that each Consumer has
the opportunity to submit any and all remarks,

complaints and c l a i ms c o n c e r n i n g V e n d o r’ s

operations, products and services directly to
Vendor and that such remarks, complaints and
claims are processed without delay and
appropriately. Vendor shall make his contact

details a v a i lable t o Co n s u m e r in Vendor’s s ervice

for the purpose of submitting any remarks,
complaints or claims.

7.14 Vendor shall commit to providing and
marketing the products and services that are
provided by Vendor and for which the Payment
Service is used in accordance with legislation,
official orders and good business practice.

7.15 If Vendor subscribes to the Online Payment
Service, Vendor shall ensure in his marketing that

users will not confus e V e n d o r ’ s o n l i n e s e r v ice and
Verifone’s On l ine P a y ment S ervice, an d the

related responsibilities, with one another. Vendor
shall send an order confirmation to Consumer for
each order, electronically or in writing, and/or offer
Consumer the opportunity to view his order online.

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Vendor shall deliver to Verifone on request an
order confirmation or similar document for each
order within two business days. This section 7.15
shall not apply to the Payment Terminal Service.

7.16 Vendor shall issue Consumer a receipt for
each payment transaction executed through the
Payment Terminal Service, the content of which
shall comply with the guidelines and orders issued
by Verifone from time to time.

7.17 Vendor shall comply with the Verifone Vendor
Guideline valid at any given time, the valid version
being available on the Verifone website.

7.18 If Vendor applies an additional charge to
Consumer or grants a discount for the use of a
specific method of payment, Vendor shall notify
Consumer thereof before the payment transaction
is executed. Such a charge must be justifiable and
may not exceed the actual costs incurred by
Vendor by the use of the method of payment in
question. With regard to such charges, Vendor
shall undertake to comply with legislation and
official orders.

8. V e n d o r ’ s o b l igations

8.1 In respect of the cards agreed upon in the
Vendor Agreement, Vendor shall have the right to
accept cards issued by international card
providers for payments for products and services
provided by Vendor, in accordance with these
Vendor Terms. Having selected specific cards,
Vendor shall also be obliged to accept payments
made using those cards.

8.2 In case of a refund, Vendor shall only commit
to refunding a payment to the same card number
that was used in the payment transaction being
refunded.

8.3 Vendor shall undertake to process card number
data in confidence and to comply with the Payment
Card Industry Data Security Standard (PCI-DSS)
and any other mandatory standard that may later
replace PCI-DSS. Further information on the
standard is available online at

www.pcisecuritystandard.org

8.4. Having subscribed to the Online Payment

Service, Vendor shall ent e r bu y ers’ IP addresses

in a log.

8.5 Transaction details (log)
Vendor shall enter transaction and receipt details

in a log. Vendor shall, if Verifone so requests,
deliver to Verifone at no extra charge at least the
following details:

a) Name of Vendor, location and business ID
b) Payment transaction currency and sum,

and VAT information

c) Transaction date (verification date)
d) Unique transaction identifier
e) Vendor ID used by Vendor
f) Type of transaction (purchase or

cancellation)

g) Description of products and services

purchased

Also, having subscribed to the Online Payment
Service, Vendor shall, if Verifone so requests,

deliver t o Verif o n e at no ex t ra charg e Ve n d o r’s

online address (URL) within five (5) days.

8.6 Vendor shall also, if Verifone so requests, be
able to demonstrate to which address the products
or services ordered have been delivered.

8.7 Vendor shall retain transaction details as
instructed for a period of 18 months from the
transaction date. Vendor shall, if Verifone so
requests, deliver to Verifone at his own cost
details on the content of individual payment
transactions within five (5) banking days. If the
Vendor Agreement for card payment transactions
expires, transaction details shall be turned over to
Verifone if Verifone so requests. Transaction
details are accounting details, and as such they
shall be retained as per the provisions of the
Accounting Act.

9. Invoicing, payments and costs

9.1 Client shall pay Verifone the fees for the
Payment Service and its use that are specified in
the Tariff valid at any given time or in the
Agreement, in accordance with the Invoicing
Periods specified in the Tariff or the Agreement.
Service connection fees and the first Invoicing
Period shall be invoiced at the time of delivery.
Verifone shall not return fees already paid when
the Service Agreement expires.

9.2 The terms of payment shall be 14 days net.
Payments shall be made on the invoice due date
at the latest. Verifone shall have the right to
charge recovery costs and handling fees for
payments in arrears, and also penalty interest at
an annual rate pursuant to the Interest Act valid at
any given time, as of the due date of the invoice.
If Vendor has not paid overdue invoices despite a
notice of overdue payment and suspending of the
Service, other payments for the Service that are
not yet due shall also fall due.

9.3 The deadline for remarks on invoices shall be
eight (8) days. Any remarks concerning an invoice
shall be made in writing before the due date.
Notwithstanding any remarks made, Vendor shall
pay any undisputed portion of an invoice by the
due date. If a remark is found upon inspection to
be baseless, Vendor shall pay the invoice inclusive

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of penalty interest within two weeks of being
informed of the outcome of the inspection.

9.4 Verifone shall, if Vendor so requests, provide
information on how an invoice is made up, insofar
as this is possible technically and under law. If
Vendor requests itemization that calls for repeated
manual work, Verifone shall have the right to
charge a fee as per the Tariff for said itemization.

9.5 Verifone shall charge Vendor a commission as
per the Tariff valid at any given time for each
payment made to Vendor processed by Verifone.
Unless otherwise agreed, the aforementioned
commission shall be deducted automatically from
the settlement paid by Verifone to Vendor. Any
other fees or costs agreed upon shall be invoiced
separately. Verifone shall have the right to
withhold any receivables due to Verifone from
Vendor from the aforementioned payments.

9.6 Vendor shall be obliged to pay the minimum
commission as per the Verifone Tariff valid at any
given time also for interrupted payment
transactions that were interrupted when

Consumer’s p a y ment h a d already b e e n transf e r r e d

into the Verifone Consumer Funds Account.

9.7 If a sale is cancelled due to Consumer
exercising the right of return as per the Consumer
Protection Act or for any other reason not due to
Verifone and Verifone is thereby required to refund
the purchase price to Consumer, Vendor shall
reimburse Verifone for the payments thus
refunded, plus a processing fee as per the Tariff.
If Vendor neglects his obligation to reimburse
payments, including the process fees payable to
Verifone, Verifone shall have the right to withhold
the amount in question from payments otherwise
payable to Vendor.

9.8 Verifone shall have the right to revise the
commission and other fees charged in connection
with the Payment Service, in accordance with
section 19 of these Vendor Terms. Verifone is
entitled to charge change fee of the card
commission change request according the price
list.

9.9 The prices given in the Tariff are ex VAT.
Verifone shall invoice VAT as per current
legislation from Vendor retrospectively.

10. Providing and using the Service

10.1 Verifone shall deliver the Service pursuant to

the Service Agreement using Verif o n e ’ s o w n

methods and in any way that Verifone considers
best and may use subcontractors in delivering the
Service. Verifone shall be liable for its
subcontractors ’ perf o r mance as for its own.
Verifone shall have the right to make changes
affecting the technology and usage of the Service.
If such changes require changes to be made to the
online shop of Vendor subscribing to the Online
Payment Service, Vendor shall implement such

changes at his cost. Verifone shall notify Vendor
of any changes to the Service impacting Vendor
within a reasonable time in advance, no later than
two (2) months before said changes. Any changes
to the content of the Service requested by Vendor
shall be subject to a fee to be determined by
Verifone.

10.2 The content of the Service and the special
terms and conditions applying to same shall be
determined in the Service Agreement and its
Appendices, including currently valid Verifone
Service Descriptions. Any details given in product
brochures or other marketing materials shall not
constitute service specifications and shall not be
binding upon Verifone.

10.3 Ownership and IPR in any software,
documents, testing materials and information and
in any amended versions thereof shall be retained

by Verifone o r a t hird pa r t y (such as V e r i f o n e ’ s

principal or a Verifone subcontractor), and Client
shall not, without the advance consent of Verifone
in writing, have the right to copy, translate or
modify such materials, documents or software or
to allow a third party to use them, or to use the
software to provide services to any third parties,
unless mandatory legislation provides otherwise.

10.4 With regard to the Online Payment Service,
Verifone shall grant Vendor the right to use the
software services and service material delivered

pursuant to t h e S ervice Agreeme n t i n Vendor’s

commercial operations for the duration of the
validity of the Service Agreement. However,
Vendor and any third parties acting on behalf of
Vendor shall have the right to continue to use
material obtained from the software Service that

contains Ve n d o r’s ma t e r i al, an d materi a l create d

for Vendor (such as reporting data), beyond the
expiry of the Service Agreement. When the right of
use expires, Vendor shall at his cost either return
or, if Verifone so requests, destroy any originals

and co p i e s of material in Vendor’s possess i o n ,

including storage devices and documentation.

10.5 Vendor shall be responsible for the
acquisition and maintenance of any software and
equipment not included in the Service pursuant to
the Agreement. Unless otherwise agreed, Vendor
shall establish any telecommunications
connections required for the Service at his
business locations and shall be liable for the costs
and risks thereof in full.

11. V e n d o r ’ s i n t e g rations

11.1 Having subscribed to the Online Payment
Service, Vendor shall be responsible for his part
for implementing and testing the interface between

the Verifo n e Online P a y m ent Servi c e and Vend o r ’ s

online shop. Vendor shall undertake at his cost to
comply with and maintain the POS interface
defined by Verifone. Verifone shall be responsible
for updating the POS interface specifications and

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the interface itself so that it delivers on the matters
agreed upon in the Service Agreement between
Verifone and Vendor while also complying with the
information security specifications given in section

12. Verifone shall notify Client of any new POS
interface version and its features at least two (2)
months before it is introduced. Verifone is
committed to support all POS interface versions
released within one (1) year of the currently most
recent version. If the most recent version of the
POS interface incorporates mandatory
requirements imposed by currently valid
standards, Verifone shall only support that version
and later versions after its release. Verifone shall
not be held liable for costs incurred by Vendor in
updating the interface.

11.2 Having subscribed to the Payment Terminal
Service, Vendor shall be responsible for his part
for the integration of the Verifone Payment

Terminal Servic e w i t h V e n dor’s other sys t e m s a n d

for the costs thereof.

12. Information security

12.1 Verifone shall undertake to provide the
Service so that it complies with the mandatory
information security specifications and standards
valid at any given time specified in the agreements
between Verifone and Means of Payment
Providers.

12.2 Verifone and Vendor shall each be
responsible for ensuring for their respective IT
systems that their information security is
adequately provided for and that their respective
systems are reliably protected against illicit use.

12.3 The user ID and password for the Payment
Service administration interface and all similar
identifiers (“ I dentifier s ” ) shall be kept secret and
only disclosed on a need-to-know basis to persons
acting on behalf of Vendor. Vendor shall be
responsible for ensuring appropriate use of the
Identifiers. Vendor shall notify Verifone
immediately if any Identifier is disclosed to a third
party and of any other information security risk of
which Vendor becomes aware.

12.4 Vendor shall undertake to inform Verifone
immediately, within one day at the most, of any
actual or attempted system break-ins against
services, systems or electronical or physical
storage containing account data used by Vendor,
its agents, its subcontractors or any other parties

for r e c e i ving o r p r o c e s sing Vendor’s payment

transactions or account data, and of any actual or
suspected misuse or attempted misuse of the
Service, cards or account data of which Vendor
has become aware and which have caused or may
cause damage to cardholders, to Verifone or to
Means of Payment Providers.

12.5. Vendor shall undertake to investigate the

actual or attempted system break-ins referred to
above and to maintain his system in such a

condition that said circumstance cannot be
repeated. Vendor shall also submit a report on the
incident to Verifone.

Vendor shall undertake to assist Verifone, at the
request of a Means of Payment Provider, using any
means available and at his own cost, in
investigating the actual or suspected misuse of
cards and/or account data.

12.6 Vendor shall be responsible for any and all
use of the Identifiers assigned to Vendor,
irrespective of whether through omission or
commission.

12.7 Vendor shall be responsible for ensuring that

the tec h n i c a l impl e m e n t a t ion of Vendor’s service

is such that the information security of a Consumer

using V e n d or’s s ervices or of V e r i f one w i l l n o t be

compromised.

13. Availability of the Payment Service

13.1 Verifone shall provide and maintain the
Verifone Payment Terminals required for the
Payment Terminal Service in accordance with the
terms and conditions of separate Delivery and
Service Agreements concerning them.
Functioning of the Payment Terminals is a
fundamental requirement for providing the
Payment Terminal Service.

13.2 The Online Payment Service shall be
available to Vendor on a 24 hour basis seven (7)
days a week all year around except for outages
due to maintenance, updates, upkeep, disruptions
or other similar reasons.

13.3 Verifone does not guarantee that the
Payment Service will be available to Vendor
completely without interruption. Verifone shall
endeavor to minimize any inconvenience caused
to Vendor by any outages.

13.4 Verifone shall have the right to suspend the
Service or a part thereof or particular methods of
payment for risk management reasons, if Verifone
has justifiable cause to do so or if the system is
threatened by an attack or serious misuse, or if an
authority orders or recommends use of the Service
to be restricted.

13.5 Verifone shall not be held liable for errors or
disruptions in the services or IT systems of any
credit institution or other financial institution used
by Verifone, Consumer or Vendor.

13.6 Verifone shall not be held liable for the
functioning of the telecommunications network nor
for any disruptions in data transmission and
resulting disruption in or inability to use the
Payment Service.

13.7 The Online Payment Service shall be
considered to be faulty if it deviates substantially
from the properties defined in the Service

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Agreement and the deviation substantially hinders
the use of the Online Payment Service.

13.8 Verifone shall not be held liable for an error
that is beyond the control of Verifone or that falls
within the responsibility of Vendor. Verifone shall
invoice a separate charge from Vendor for any
troubleshooting and repairs required by such an
error, including but not limited to errors caused by:

- incorrect use of the Service, negligence or
carelessness in using the Service or in following
maintenance instructions or environmental
requirements; or

- devices, data connections, software or settings
not belonging to the Service, or changes or repairs
made by a party other than Verifone.

13.9 The liability of Verifone regarding errors in
the Service shall be restricted to remedying errors
in the Service that fall within the responsibility of
Verifone.

14. Impact of Means of Payment Providers

14.1 Means of Payment Providers have in their
own terms, which form part of the agreements
made between Verifone and each Means of
Payment Provider, reserved the right to change
the procedures and terms of their payment
services. Verifone shall have the right to change
the Payment Service to match any change made
by a Means of Payment Provider. Verifone shall
further have the right to change the Payment
Service if such a change is required by legislation,
an official order or decision, or a change in the
rules or instructions of international card
providers. Verifone shall aim to notify Vendor of
changes to the Service that will impact Vendor
within a reasonable time in advance.

14.2 Means of Payment Providers apply their own
settlement periods in the forwarding of payment
transactions to Verifone. If a Means of Payment
Provider applies a longer settlement time because
of a complaint made by Consumer or for any other
reason, the settlement time from Verifone to
Vendor shall be likewise extended.

14.3 Vendor shall undertake, if Verifone or a
Means of Payment Provider so requests, to assist
Verifone and Means of Payment Providers in
investigating actual or suspected misuse of
payments, including delivering related
documentation to Verifone or to the authorities
within two (2) business days.

14.4 Verifone shall apply the card payment
redemption agreement of Svenska Handelsbanken
AB (publ), Finnish branch, business ID 0861597-4
when receiving card payments on Visa and
MasterCard. Verifone shall enter into the Service
Agreement on behalf of and as the agent of the
bank that receives and settles card payments,
Svenska Handelsbanken AB (publ). Vendor shall

have the right to contact the aforementioned
recipient of card payments directly if needed.
Handelsbanken customer service

tel. [phone] (service selection 2), Mon
to Fri 08.00– 17.00, call charge EUR 0.0821 per
call + EUR 0.1190 per minute.

15. Complaints and liability for compensation
for damages

15.1 Complaints concerning the usability of or an
error in the Payment Service shall be submitted to
Verifone in writing within fourteen (14) days of the
error being discovered; otherwise, Vendor may
forfeit his right to claim against the error.
Complaints shall be submitted by e-mail to
[e-mail].

15.2 Verifone shall not under any circumstances
be held liable for any direct or indirect damage
caused to Vendor, including but not limited to
decrease in sales, loss of market share, loss of
profits, loss of revenue or similar damage.

15.3 Verifone shall not be held liable for damage
caused by errors or shortcomings in the
identification, contact or commission details or
payment details submitted by Vendor to Verifone.

15.4 The liability of Verifone for errors or delays
shall be limited to correcting the error, or
alternatively performing the erroneously
completed or delayed service again. The liability
of Verifone with respect to any individual payment
transaction shall under all circumstances be
limited to the amount of the payment transferred
by Consumer to the Verifone Consumer Funds
Account. The liability for compensation of Verifone
for direct damage to Vendor caused by a negligent
breach of the Service Agreement shall be limited
to the commissions paid over a period of one (1)
month prior to the damage-causing event, and
collectively to the commissions paid for a
maximum of three (3) months in any one
Agreement Year.

15.5 Verifone shall not be held liable for damage
caused by force majeure or by the action or default
of a third party beyond the reasonable control of
Verifone. Force majeure shall be defined as a
circumstance beyond the control of Verifone which
prevents an action specified in the Service
Agreement from being executed or unreasonably
complicates same, and which cannot be
prevented, circumvented or its impact eliminated
without substantial cost or loss of time.
Circumstances defined as force majeure include
but are not limited to: action taken by the
authorities; war or threat of war; insurrection or
riot; lockout or other industrial action; disruption
to mail deliveries, automatic data processing,
telecommunications, other electronic
communications or electricity supply or in the
operations of financial institutions; or interruption

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or d elay in Verifone’ s o p e rations caus e d b y f i r e or

other accident.

15.6 If Vendor or any party acting on behalf of
Vendor neglects the provisions of this Agreement
regarding requirements for security and
information security, requirements related to risks
of misuse, or neglects the Vendor Guidelines or
other instructions based on the requirements of
international card providers, Vendor shall
undertake to reimburse the Means of Payment
Providers of international card providers and/or
Verifone, without delay and in full, for any
sanctions imposed on same for said neglect and
for any costs and damages caused to Means of
Payment Providers, Verifone, Consumer or third
parties, according to claims made by Verifone
and/or a Means of Payment Provider.

15.7 Verifone shall have the right to block payment
transactions which a Means of Payment Provider
blocks and/or reclaims from Verifone. In the
aforementioned cases, Verifone shall further have
the right to deduct such payment transactions from
future settlements to Vendor or to invoice them
retrospectively. Verifone shall monitor pay ment
transactions and reject any transactions
suspected of constituting misuse. Also, Verifone
may inspect and/or submit to Vendor for manual
inspection and acceptance/rejection any
transactions that exceed a given risk level.

16. Confidentiality

16.1 Verifone and Vendor shall be subject to
confidentiality binding upon both Parties vis-à-vis
confidential information pertaining to their
operations, including but not limited to information
concerning Verifone and Vendor that constitutes
business secrets, the manner of implementation of
the Payment Service, security solutions, the terms
of the Service Agreement and any and all other
information received in confidence by one Party
from the other in operations pursuant to the
Service Agreement. Information covered by the
confidentiality obligation shall not be used for any
other purpose than that specified in the Service
Agreement. The confidentiality obligation shall
survive the expiry of the Service Agreement by five
(5) years, or for a longer period if mandated by
law.

16.2 Verifone shall have ownership of any and all
information transmitted through the payment form
and shall have the right to use said information for
the development of its services and/or products.
Business secrets and/or sensitive information of
Vendor shall never be disclosed to third parties so
that Vendor is in any way identifiable on the basis
of same.

16.3 However, this confidentiality obligation shall
not apply to information that has become publicly
available without a breach of the confidentiality
obligation, or information received by one Party

from a third party not subject to a confidentiality
obligation, or information that was in the
possession of the recipient prior to disclosure.
Notwithstanding this confidentiality obligation,
either Party may disclose information in
compliance with an order from a competent
authority or court of law, or with legislation or
other valid regulations. Notwithstanding this
confidentiality obligation, Verifone may disclose
information concerning Vendor, its Consumers or
payment transactions to enterprises in the same
group of companies as Verifone, to Means of
Payment Providers, to international card providers
or to service providers contributing to the
providing of the Payment Service, provided that
said service providers have also committed to the
appropriate confidentiality obligation.

17. Copyright and trademarks

17.1 Copyright and trademarks in the devices and
software used in and for the Payment Service shall
remain the property of Verifone and third parties.
All rights to copyright and trademarks are
reserved.

17.2 Vendor shall undertake not to replicate,
publish or distribute information contained in the
Service electronically or through any other
communication channels except by written consent
of the copyright holder.

17.3 Under the Service Agreement between
Vendor and Verifone, Vendor shall have the right
to use the name and logo of Verifone in connection
with the Payment Service for the duration of the
validity of the Service Agreement. Vendor shall
undertake to comply with instructions issued by
Verifone from time to time concerning the use of
the Verifone trademark. The Verifone trademark
may only be used in connection with the Payment
Service. The right to use the Verifone trademark
shall expire immediately when the Service
Agreement expires, at which time Vendor shall
undertake to remove the Verifone trademark from
his service immediately.

17.4 Verifone shall have the right to use the name
and logo and other emblems of Vendor as a
reference in its marketing, unless specifically
prohibited by Vendor in writing.

17.5 In order to use the names, trademarks or
copyrighted material of Means of Payment

Providers in Vendor’s s e r v i ce, Vendor shall obtai n

separate written consent from the Means of
Payment Provider or from Verifone.

18. Infringement of intellectual property rights

18.1 Verifone shall be responsible for ensuring
that the Service it delivers does not infringe upon
intellectual property rights valid in Finland during
the Agreement Period.

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18.2 If legal action is pursued against Vendor or
claims are presented on the basis that using the
Service delivered by Verifone infringes upon an
intellectual property right protected in Finland,
Verifone shall undertake to defend Vendor against
such an action or claim as it best sees fit and shall
indemnify Vendor against any compensation ruled
payable by Vendor. In such a matter, Vendor shall
not have the right, except with advance consent
from Verifone in writing, to enter into an agreement
or any other arrangement to settle the matter with
the party filing the legal action or claim. In order
for Verifone to be held liable as described above,
Vendor shall notify Verifone of any such claims
immediately upon learning of them and at the same

time shall authorize Verif o n e t o act on Vend o r ’ s
behalf to safeguard Vendor’ s i n t e r e s ts and shall

provide Verifone with any and all information and
assistance needed to manage the matter.

18.3 If a claim of infringement of intellectual
property rights as described above in section 18.3
acquires legal force, or if Verifone considers it
probable that it will acquire legal force, Verifone
shall obtain at its own cost the right to use the
relevant service or part thereof, or replace the
Service with another comparable Product whose
use does not infringe upon the aforementioned
rights, or amend the Service so as to remove the
infringement. In such a case, Verifone shall also
have the right to terminate delivery of the Service
without notice. The liability of Verifone for
infringement of intellectual property rights shall be
restricted to the measures described in this
chapter 18.

18.4 Verifone shall not be held liable to Vendor for
any infringements of intellectual property rights
caused by the Service having been altered or used
for a purpose for which it was not designed or
approved, or by the Service being used in
conjunction with a product or service delivered by
another supplier or by Vendor himself, or by the
Service being used contrary to instructions issued
by Verifone.

19. Amending the Vendor Terms and assigning

the Agreement

19.1 Verifone shall have the right to revise the
commission and other fees charged in connection
with the Payment Service. Any new Tariff shall
enter into force at a time announced by Verifone,
though not earlier than two (2) months from the
sending of the notification of said change to
Vendor.

19.2 Verifone shall have the right to amend these
Vendor Terms or other terms of the Service
Agreement. Verifone shall notify Vendor in writing
or electronically of any amendment to the Vendor
Terms. Amended Vendor Terms shall enter into
force at a time announced by Verifone, though not
earlier than two (2) months from the sending of the
notification of said change to Vendor.

19.3 Vendor shall not assign the Service
Agreement or any of his rights and responsibilities
under the Service Agreement to a third party
except by advance written consent from Verifone.

19.4 Verifone shall have the right to assign the
Service Agreement to an enterprise in the same
group of companies.

20. Validity of the Service Agreement,
suspending the Payment Service, and
termination and cancellation of the Service
Agreement

20.1 The Service Agreement shall be
valid until further notice or for an agreed fixed
period.

20.2 Verifone shall have the right to suspend the
use of the Payment Service or to cancel the
Service Agreement with immediate effect if Vendor
commits a material breach of these Vendor Terms,
any other terms in the Service Agreement, the
terms of the Delivery and Maintenance Agreement
concerning the Payment Terminal, or the terms of
any other agreement between Verifone and
Vendor; and also i f Vendor’ s conduct , services or
marketing are in violation of legislation, official
orders or good business practice, or if Vendor
becomes insolvent or is sued for receivership or
bankruptcy or corporate restructuring, or if Vendor

or V endor’s assets ar e subjected to seizure,
distraint or si m i l a r execut i o n , o r if Ve n d o r’s

financial situation and operating capacity

deteriorate, or i f Ve n d o r ’s cr e d i t rating is

downgraded.
Verifone shall have the right to suspend use of the

Payment Service if Verifone has just cause to
suspect that the Payment Service is being used for
activities contrary to the law or the Service
Agreement, or if the use of the Service
compromises the information security of Verifone,
or if Vendor is subjected to complaints from
Consumers concerning the delivery or quality of

Vendor’s p r o d u c ts or s erv ices, o r if c ardholders

submit complaints more frequently than on
average about payment transactions processed by

Vendor and/o r any of Ve n d o r ’ s points of service.

Verifone shall have the right to give notice to
terminate and cancel the Card Settlement
Agreement and the Payment Terminal Agreement
if Vendor is subjected to distraint proceedings.
Vendor shall be notified. Verifone shall have the
right to invoice Vendor for any additional manual
work caused by said distraint.

20.3 If any of the criteria listed above in section

20.2 are fulfilled, Verifone may, instead of
cancelling or suspending the Service Agreement,
limit the methods of payment provided by Means
of Payment Providers that are available to Vendor,
extend the settlement period, limit sales by
imposing maximum sales volumes by month or by
week, require Vendor to pledge a security to

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Verifone as a condition for continuing to use the
Payment Service, or refuse to honor a payment
transaction. Vendor shall be notified of any and all
of the aforementioned actions.

20.4 If Verifone incurs additional costs beyond the
control of Verifone due to a payment transaction
or activities related to Vendor (including but not
limited to charges imposed by third parties,
notifications as per chapter 15, tracing costs in the
case of a party outside the European Economic
Area being a party to the payment transaction, or
costs caused by erroneous payment transactions),
Verifone shall have the right to reclaim these costs
from Vendor.

20.5 Verifone shall also have the right to prevent
the use of a means of payment of an individual
Consumer if:

1) the security of using that means of payment has
been compromised,

2) there is reason to believe that the means of
payment is being used illicitly or fraudulently, or

3) the means of payment carries a line of credit
and there is a notably elevated risk of the Payment
Service user liable for that credit being unable to
discharge his debts. Verifone shall notify the
holder of the means of payment and Vendor in
writing of such blocking of a means of payment
and the justifications of same, except if sending
such a notification would compromise the
reliability or security of payment services, or if
sending such a notification is prohibited by law.

20.6 For a Service Agreement valid until further
notice, either Party shall have the right to

terminate the Agre e m e n t at th r e e (3 ) m o n t hs’

notice by giving notice thereof in writing. Vendor
shall be required to give notice to terminate the
Service Agreement if Vendor removes the Online
Payment Service from his online service. If
Verifone has issued a notification of a change in
the Vendor Terms or in the charges concerning the
Service, Vendor may terminate the Service

Agreement with o n e ( 1 ) mont h ’ s noti c e up until t he

date on which said changes enter into force.

20.7 Vendor shall have the right to cancel the
Service Agreement with immediate effect if
Verifone has committed a material breach of the
terms of this Service Agreement or any eventual
separate service agreement, or if Verifone is sued
for receivership or bankruptcy or corporate

restructurin g , o r i f Verifone or V e r i f o n e ’ s assets

are subjected to seizure, distraint or other
executive action.

21. Applicable law and forum

21.1. The Service Agreement shall be
governed by Finnish law.

21.2. Any disputes arising from the
Service Agreement shall be resolved by the
Vantaa District Court.

ADDENDUM 1: Addendum concerning data
protection

Date: March 25, 2018

1. Addendum concerning data protection

The p re s ent n otificat i o n ( “ A d d e n d um”) amends the

Service Agreement (“ S e r v i ce A g r e ement” )
between Verifone Finland Oy (“ V erifone” ) and
Consumer with regard to the processing of
personal data. The Addendum is related to the new
EU legislation on data protection. With the
exception of the provisions given below, the terms
of the Service Agreement shall remain in force
unchanged.

Under the Agreement, Verifone shall have the right
to amend the terms of the Agreement with two (2)
months’ notice given in writing. The terms of
agreement in this Addendum shall complement the
Agreement and form an inseparable part thereof
and shall enter into force two (2) months from the
date given above.

The following terms are used in this Addendum in
the specific meanings given here. Capitalized
terms not defined herein shall have the same
definition as given in the Agreement.

2. Definitions

In this Addendum, the following terms shall have
the following meanings:

“Pro c e s s / P r o c e s s i ng”, “Controll e r ” ,

“Processor of Pe r s o n a l Da ta”, “Dat a Su b j e c t ” ,
“Personal D a t a B r e a ch” and “Special
Categories o f Personal D a t a ” mean the same as

in Data Protection Legislation.
“Associat e d Co m p a n y ” is an entity which has

ownership or exercises control in a Party, or in
which a Party has ownership or exercises control,
or which is under the same ownership or exercise

of control as a Party, wher e “ e x e r c ising cont rol” is

defined as the power to direct the management
and procedures of the entity either directly or
indirectly, pursuant to votes vested in shares or
through an agreement or by other means.

“Data P r o t e c t i on L e g i s l a tion” comprises the
General Data Protection Regulation (Regulation
(EU) 2016/679 of the European Parliament and of
the Council)

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(“GDPR” ) and applicable national data protection
legislation implementing the GDPR.

“Data Su b j e c t Re q u e s t” is a request by a Data
Subject for exercising his/her rights pursuant to
the Data Protection Legislation.

“Personal Data” are personal information as
defined in the Data Protection Legislation,
disclosed by one party (“Data Discl o s e r ” ) to
another party (“ D a t a Recipi e n t ” ) in the course of
exercising his/her rights or fulfilling his/her
obligations pursuant to the Agreement.

“Sup e r v i s o r y A u t h o r i ty” is (a) an independent
public authority established by a Member State
pursuant to Article 51 of the GDPR, or (b) any
other comparable regulatory authority charged
with oversight of the Data Protection Legislation.

3. Controllers

a) Both Parties shall be considered independent
Controllers with regard to the Personal Data
Processed. The Parties shall not Process Personal
Data as joint Controllers.

b) Both Parties shall commit to complying with the
obligations incumbent on them pursuant to the
Data Protection Legislation with regard to the
Processing of Personal Data.

c) This Amendment shall not apply to the
Processing of Personal Data acquired by a Party
for its own purposes from a third party and not the
other Party, such as the Processing of credit card
data received by Verifone directly from the payer
in a payment transaction.

4. Disclosure of Personal Data

When either Party acts as Data Discloser, it shall:

a) only disclose Personal Data for the

purpose of exercising its rights and
fulfilling its obligations pursuant to the
Agreement, or as otherwise agreed in
writing between the Parties (“Perm i t t e d
Purposes” ),

b) ensure that it has (i) delivered to Data

Subject the appropriate information
concerning disclosure of Personal Data to
a Data Recipient or to an appropriate
group of Data Recipients; and (ii) obtained
the consents or authorizations required
for Data Recipient to be allowed to freely
Process the Personal Data for the
Permitted Purposes, and

c) disclose Personal Data in Special

Categories of Personal Data to a Data
Recipient only when it is necessary for the
Permitted Purposes and only when Data

Discloser has obtained the specific
consent of Data Subject in advance, or
proven (in a way satisfactory to Data
Recipient) that there are legal grounds for
such disclosure.

5. Processing of Personal Data

When either party acts as Data Recipient, it must:

a) not process Personal Data for any other

than the Permitted Purposes (except to
comply with the requirements of
applicable legislation),

b) not process Personal Data for any longer

than is necessary for the Permitted
Purposes (except to comply with the
requirements of applicable legislation).

c) Moreover, both Parties shall, considering

the technology and implementation costs,
the nature and extent of the processing,
the context and purposes and the
probability and severity of risks to the
rights and freedoms of natural persons,
put in place the appropriate technological
and organizational protective measures to
ensure a level of security commensurate
with the risks, including the measures
agreed in the Agreement, to protect
Personal Data from illicit or illegal
processing and from accidental loss,
destruction or damage.

6. Security in transferring Personal Data

a) Data Discloser shall be responsible for the

data protection of Personal Data when
said data are in the possession of Data
Discloser.

b) Consumer undertakes to comply with and

execute any instructions that Verifone
may issue from time to time concerning
appropriate data protection procedures
and measures, the purpose of which is to
ensure the secure transfer of Personal
Data from Consumer to Verifone on the
one hand and from Verifone to Consumer
on the other.

7. Personal Data Breach

a) In case of a Personal Data Breach

concerning the Personal Data, Data
Recipient shall notify Data Discloser
thereof without undue delay.

b) Either Party shall, if the other Party so

requests, cooperate within reason in
submitting reports to the Supervisory

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Authority or Data Subject concerning the
Personal Data Breach.

8. Cooperation and mutual assistance between
Parties

Either Party shall, if the other Party so requests,
cooperate within reason with the other Party in
matters concerning:

a) Data Subject Requests,
b) other contacts from Data Subject

regarding the Processing of his/her
Personal Data,

c) contacts from the Supervisory Authority

regarding the Processing of the Personal
Data or compliance with the Data
Protection Legislation.

9. International transfers

Neither Party shall Process the Personal Data (or
allow the Personal Data to be Processed) outside
the European Economic Area, unless the Party has
undertaken such measures as are necessary for
ensuring that the transfer of the Personal Data is
performed in compliance with the Data Protection
Legislation.

10. Liability

Vendor shall reimburse Verifone in full for any and
all compensation payable to a Data Subject and
administrative fines payable to the regulatory
authorities arising from any breach of this
Agreement or of the Data Protection Legislation.
Vendor shall comply with the Data Protection
Legislation and with instructions issued by
Verifone.

11. Other

After the Agreement is terminated or expires, the
Parties may continue to Process the Personal
Data, provided that such Processing is in
compliance with the Data Protection Legislation.