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OMNIVA CHECKOUT SERVICE GENERAL TERMS AND CONDITIONS<\/strong> 1. TERMS AND DEFINITIONS<\/strong><\/p>\n 1.1. Following terms shall have following meaning in the Agreement:<\/em><\/p>\n Digital Signature:\u00a0<\/strong>is a code meant for identifying a Party and validating a message, that is generated pursuant to the requirements set forth in the Technical Guidelines;<\/p>\n API:\u00a0<\/strong>is a application programming interface of Omniva Service Provider accessible at api.maksekeskus.ee;<\/p>\n Special Terms and Conditions:\u00a0<\/strong>are the Agreement\u2019s special terms and conditions;<\/p>\n Price List:\u00a0<\/strong>is a list of Omniva Service Provider\u2019s fees provided on Omniva Checkout Website https:\/\/omnivacheckout.lv\/en\/pricing\/ or in the annex to the Agreement;<\/p>\n Website:\u00a0<\/strong>is any virtual environment of the Merchant;<\/p>\n Omniva:\u00a0<\/strong>is Omniva SIA, registry code 40103527192. Omniva is a representative of Omniva Checkout Service Provider in all issues related to the Omniva Checkout Service;<\/p>\n Trademark:\u00a0<\/strong>is a textual and\/or graphic symbol of Omniva checkout, for the use of which Omniva checkout provider grants the Merchant the right on the basis of Agreement (i.e. non-exclusive licence);<\/p>\n Merchant:\u00a0<\/strong>is the person or persons specified in clause 1.1.2 of the Agreement;<\/p>\n Merchant\u2019s Service Channel:\u00a0<\/strong>is a channel, in Omniva Checkout Service Provider\u2019s environment, meant for the Merchant, where the Merchant can execute the procedures enabled by the Omniva Checkout Service Provider, available at merchant.maksekeskus.ee;<\/p>\n<\/div>\n<\/div>\n<\/div>\n Credit Card:\u00a0<\/strong>is a Visa, MasterCard or Maestro debit or credit card;<\/p>\n Confidential Information:\u00a0<\/strong>is the information specified in clause 9 of the Agreement;<\/p>\n<\/div>\n<\/div>\n<\/div>\n Contact Person:\u00a0<\/strong>is the person designated by the Party in the Agreement, who has the rights and responsibilities specified in the Agreement;<\/p>\n Agreement:\u00a0<\/strong>is the agreement on the provision of Service along with the General Terms and Conditions and annexes both existing and to be entered into in the future;<\/p>\n Additional Services:\u00a0<\/strong>are supplementary services provided to the Merchant by the Omniva Checkout Service Provider in addition to the Main Service. List and conditions of the Additional Services is provided on the Website;<\/p>\n Payment Environment:\u00a0<\/strong>is Omniva Checkout Service Provider \u2019s online environment at https:\/\/payment.maksekeskus.ee;<\/p>\n Omniva Checkout Service:\u00a0<\/strong>is the service consisting of Main Service and Additional Services;<\/p>\n Omniva Checkout Service Provider:\u00a0<\/strong>is the person specified in clause 1.1.1 of the Agreement;<\/p>\n Omniva Checkout Website:\u00a0<\/strong>Is website available at www.omnivacheckout.lv;<\/p>\n<\/div>\n<\/div>\n<\/div>\n Payment Method:\u00a0<\/strong>is a payment method in the Payment Environment by and via which the Payer can pay the Transaction Amount;<\/p>\n Payer:\u00a0<\/strong>is a natural or legal person who pays the Transaction Amount;<\/p>\n Payer\u2019s Bank Account:\u00a0<\/strong>is the account from which the Payer has paid the Transaction Amount;<\/p>\n Bank Link:\u00a0<\/strong>is, in the case of bank link payments, the text and\/or graphic symbols used by banks by and via which the Payer is directed to the Payer\u2019s bank account;<\/p>\n Banking Day:\u00a0<\/strong>is a calendar day, which is not a Saturday, Sunday or public or national holiday established by the laws of the Republic of Estonia or another calendar day on which banks are closed for settlement;<\/p>\n Party:\u00a0<\/strong>is Omniva Checkout Service Provider and\/or Merchant separately;<\/p>\n Parties:<\/strong> is Omniva Checkout Service Provider and Merchant jointly;<\/p>\n Main Service:\u00a0<\/strong>is a service provided by Omniva Checkout Service Provider to the Merchant, in accordance to which the Merchant authorises Omniva Checkout Service Provider to accept the Transaction Amount that Omniva Checkout Service Provider forwards to the Merchant on its behalf, pursuant to the terms and conditions agreed on in the Agreement. The content of the Service is described in detail in 4;<\/p>\n Private Key:\u00a0<\/strong>is a sequence of symbols, shared between the Parties via the Merchant\u2019s Service Channel, and used by the relevant Party to authenticate the Digital Signature generated by the other Party. A different Private Key shall be shared with each Merchant\u2019s Website;<\/p>\n Message:\u00a0<\/strong>is data exchanged by the Parties via their information systems pursuant to the requirements specified in the Technical Guidelines;<\/p>\n Refund Order:\u00a0<\/strong>is a Transaction Order sent by the Merchant to Omniva Checkout Service Provider for refunding a Transaction Amount paid by the Payer to the Buyer in full or in part;<\/p>\n Fee:\u00a0<\/strong>is the fee paid by the Merchant to Omniva Checkout Service Provider for the provision of the Service;<\/p>\n Notification Channel:\u00a0<\/strong>is an information channel for Service repair and maintenance works, located at the address status.maksekeskus.ee;<\/p>\n Transaction:\u00a0<\/strong>is an order, provided by the Payer via Omniva Checkout Service Provider, for payment for a good or service, or other procedure allowed by Omniva Checkout Service Provider;<\/p>\n Transaction Confirmation:\u00a0<\/strong>is a Message forwarded to the Merchant by Omniva Checkout Service Provider, which must conform to the requirements set forth in the Technical Guidelines;<\/p>\n Transaction Order:\u00a0<\/strong>is a Message forwarded by the Merchant to Omniva Checkout Service Provider, which must conform to the requirements set forth in the Technical Guidelines;<\/p>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n Transaction Amount:\u00a0<\/strong>is the amount the Payer pays to Omniva Checkout Service Provider\u2019s bank account and which Omniva Checkout Service Provider forwards to the Merchant\u2019s bank account on the terms and conditions agreed in the Agreement;<\/p>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n<\/div>\n Technical Guidelines:\u00a0<\/strong>is a set of guidelines established by Omniva Checkout Service Provider, which is available at https:\/\/omnivacheckout.lv\/en\/overview\/;<\/p>\n Business Day:\u00a0<\/strong>is a calendar day, which is not a Saturday, Sunday or public or national holiday established by the laws of the Republic of Estonia;<\/p>\n Authorisation:\u00a0<\/strong>is authorisation granted by the Merchant to Omniva Checkout Service Provider under the Agreement, with which the Merchant authorises Omniva Checkout Service Provider to accept, on the behalf of the Merchant, the Transaction Amount to be paid by the Payer.<\/p>\n General Terms and Conditions:\u00a0<\/strong>are these general terms and conditions of Omniva Checkout Service Provider, which are available on the Website and shall be applied to all Services provided to the Merchant by Omniva Checkout Service Provider.<\/p>\n 1.2. \u00a0If the meaning of any of the terms has been expanded, refined or changed in a specific clause of the Agreement, the term shall be interpreted together with the specifications of the relevant clause.<\/p>\n 1.3. \u00a0Unless the context requires otherwise, words that appear in the singular in the General Terms and Conditions shall also have a plural meaning and vice versa, and words denoting a person shall apply to both legal persons and individuals.<\/p>\n 2. AUTHORISATION<\/strong><\/p>\n 2.1. \u00a0The precondition and prerequisite for the provision of the Service is the granting of Authorisation by the Merchant to Omniva Checkout Service Provider. The Merchant warrants and represents that it is aware that in order to duly provide the Service, Omniva Checkout Service Provider must hold valid Authorisation at all times.<\/p>\n 2.2. \u00a0The Parties shall consider Authorisation to be issued by the signing of the Agreement and the Merchant shall not issue separate Authorisation to Omniva Checkout Service Provider, unless Omniva Checkout Service Provider has submitted a demand to the Merchant to that effect, in the case of which the Merchant shall undertake to issue a written letter of authorisation containing Authorisation to Omniva Checkout Service Provider within no more than three (3) Business Days.<\/p>\n<\/div>\n<\/div>\n<\/div>\n 2.3. Omniva Checkout Service Provider has the right to cancel the Agreement without advance notice if the Merchant withdraws the Authorisation issued to Omniva Checkout Service Provider.<\/p>\n 3. CONTENT OF SERVICE<\/strong><\/p>\n 3.1. Main Service<\/p>\n 3.1.1. \u00a0Omniva Checkout Service Provider shall provide the following Main Service to the Merchant: on the basis of the Merchant\u2019s Authorisation, collecting Transaction Amounts from Payers and forwarding them to the Merchant.<\/p>\n 3.1.2. \u00a0The detailed description of the Main Service is as follows:<\/p>\n (1) \u00a0the Merchant forwards the Transaction Order to the Payment Environment;<\/p>\n (2) \u00a0the Payer pays the Transaction Amount;<\/p>\n (3) \u00a0Omniva Checkout Service Provider forwards the Transaction Confirmation to the Website;<\/p>\n (4) \u00a0if necessary, the Merchant forwards the Refund Order to the Payment Environment (including several Return Orders for a single Transaction);<\/p>\n (5) \u00a0Omniva Checkout Service Provider shall execute the payments to the Merchant\u2019s bank account pursuant to Transaction Orders and refund the Payer\u2019s bank account pursuant to the Refund Orders after executing the offsetting specified in the Agreement.<\/p>\n 3.2. Additional Services:<\/p>\n 3.2.1. \u00a0Omniva Checkout Service Provider shall provide to the Merchant the Additional Service ordered by the Merchant.<\/p>\n 3.2.2. \u00a0List and conditions of the Additional Services is provided on the Omniva Checkout Website.<\/p>\n 3.2.3. \u00a0The Merchant shall be entitled to decide the provision of which Additional Service (if any) it shall require by Omniva Checkout Service Provider. For ordering each Additional Service the Merchant must confirm its respective request on the Omniva Checkout Website. Prior to confirmation of its request the Merchant must familiarize itself with the conditions of Additional Service requested by it, including with the conditions of Omniva Checkout Service Provider`s co-operation partner who shall provide the requested Additional Service to the Merchant (if applicable). By confirming an order of Additional Service the Merchant warrants that it has familiarized itself with the conditions of Additional Service, and that it understands and accepts the referred conditions.<\/p>\n 3.2.4. \u00a0With confirmation of order of Additional Service by the Merchant it shall be deemed that an agreement is entered into between the Parties for provision of the confirmed Additional Service. The referred agreement shall be valid until cancellation thereof. The Party may cancel the referred agreement by informing the other Party at least 30 (thirty) calendar days in advance in accordance to procedure set out in the General Terms and Conditions.<\/p>\n<\/div>\n<\/div>\n<\/div>\n 4. REQUIREMENTS FOR PROVISION AND USE OF MAIN SERVICE<\/strong><\/p>\n 4.1. \u00a0The Merchant shall create a possibility on the Website for the Payer to enter the Payment Environment. The Merchant warrants and represents that it is aware that the provision of the Main Service by Omniva Checkout Service Provider is only possible on the condition and in the case that the Payer has a possibility of entering the Payment Environment via the Website.<\/p>\n 4.2. \u00a0The Merchant is obliged to notify the Payer on the Website that Omniva Checkout Service Provider (reference to Maksekeskus AS and its contact details) is a cooperation partner selected by the Merchant for payment of the Transaction Amount.<\/p>\n 4.3. \u00a0All Messages between the Parties must meet the requirements set forth in the Technical Guidelines. The Parties are obliged to verify the accuracy of the Message pursuant to the specifications of the Technical Guidelines.<\/p>\n 4.4. \u00a0The Merchant shall receive the Private Key from the Merchant\u2019s Service Channel.<\/p>\n 4.5. \u00a0The Parties are obliged to keep the Private Key secret from third parties. If the Private Key has been disclosed, may have been disclosed or may be disclosed to a third party, the Party is obliged to notify the other Party immediately thereof and to cease sending and accepting Messages. Technical partners of the Merchant who provide the Merchant with services related to e-commerce and are bound by the requirement of maintaining confidential information shall not be considered to be a Third Party.<\/p>\n 4.6. \u00a0Omniva Checkout Service Provider shall make information available to the Merchant on all Transaction receipts through API and Merchant\u2019s Service Channel, which includes, among other things, information on the Transaction Amount paid by each Payer, the Commission on each Transaction, the amounts sent to the Merchant, monthly fees etc., and in the case of Credit Card payments, also the partial card number from which the Payer paid the Transaction Amount.<\/p>\n 4.7. \u00a0It is only permitted for the Merchant to handle any Credit Card data in strict conformity to the Technical Guidelines, i.e. it is prohibited for the Merchant to handle Credit Card data in any other manner, form and extent.<\/p>\n 4.8. \u00a0Omniva Checkout Service Provider shall notify the Merchant of any and all known current obstacles to the provision of the Service and of the term for eliminating the obstacle. Omniva Checkout Service Provider shall forward the abovementioned notifications to contacts regarding which the Merchant has notified Omniva Checkout Service Provider .<\/p>\n 4.9. \u00a0Omniva Checkout Service Provider has the right to carry out planned and extraordinary repair and maintenance works necessary for the provision of the Service. Omniva Checkout Service Provider shall carry out the planned repair and maintenance works between the hours of 1 a.m. and 4 a.m. If possible Omniva Checkout Service Provider shall notify the Merchant thereof seven (7) Business Days in advance of works taking place at other times.<\/p>\n 5. FEES, RECIPROCAL PAYMENT OBLIGATIONS AND OFFSETTING<\/strong><\/p>\n 5.1. \u00a0Omniva Checkout Service Provider has the right under the Agreement to offset the amount payable by Omniva Checkout Service Provider to the Merchant with Fees. As a result of performing the offsetting, Omniva Checkout Service Provider undertakes, at the time specified in clause 1.4. of the Agreement, to transfer the difference in the offset amounts to the Merchant.<\/p>\n 5.2. \u00a0To refund the Transaction Amount to the Payer, the Merchant shall forward a Refund Order to Omniva Checkout Service Provider and Omniva Checkout Service Provider shall transfer the amount specified on the Refund Order to the Payer as follows:<\/p>\n<\/div>\n<\/div>\n<\/div>\n (1) \u00a0in the case of a Transaction Amount paid by Estonian bank link payment – to the Payer\u2019s bank account within two (2) Business Days;<\/p>\n (2) \u00a0in the case of a Transaction Amount paid by credit card payment, Omniva Checkout Service Provider shall forward the Transaction Amount refund order to its partner bank by the next Business Day after receiving the Refund Order.<\/p>\n 6. USE OF TRADEMARK<\/strong><\/p>\n 6.1. \u00a0Omniva shall entitle the Merchant to use the Trademark during the term of validity of the Agreement for the purposes and on the terms and conditions specified in the Agreement (i.e. non-exclusive licence).<\/p>\n 6.2. \u00a0Omniva shall retain the right to use the Trademark and to allow the Trademark to be used by third parties. The Merchant has no right to restrict or impede use of Trademark by Omniva.<\/p>\n 6.3. \u00a0The Merchant has the right, during the term of the Agreement, in adherence to all of the responsibilities and restrictions stipulated in the Agreement, to use the Trademark for the purpose and on the conditions specified in the Agreement in order to introduce Omniva as the Merchant\u2019s cooperation partner.<\/p>\n 6.4. \u00a0The Merchant may not, without the advance written permission of Omniva, change the Trademark in any way (including changing the typeface, adding or removing design elements, text, changing colours etc.).<\/p>\n 6.5. \u00a0Upon use of the Trademark, the Merchant is obliged to adhere to the rights and interests of Omniva as the Trademark owner, including to follow the form and means of required use of the Trademark and to refrain from any actions that may reduce the value of the Trademark or harm the reputation of the Trademark or Omniva .<\/p>\n 6.6. \u00a0It is prohibited for the Merchant, in any legal system, directly or indirectly, to apply for registration as a trademark, business name or domain of any symbol which is identical or similar to the Trademark and which is related to the Merchant or a person acting on the Merchant\u2019s behalf, or to assist third parties in performing the above- mentioned registration.<\/p>\n 6.7. \u00a0It is prohibited for the Merchant to sub-licence the Trademark or to transfer the right to use the Trademark and Trademark documents to a third party in any form and extent.<\/p>\n 6.8. \u00a0If Omniva changes the Trademark during the term of validity of the Agreement (including design, verbal part) in any way or manner, Omniva shall forward the Merchant the documentation for the new Trademark and the Merchant shall undertake to replace the old Trademark with the new Trademark within ten (10) Business Days.<\/p>\n 6.9. \u00a0if the Merchant violates any of the obligations set forth in a subclause of clause 6 of the General Terms and Conditions, Omniva shall be entitled to demand that the Merchant immediately cease the violation and redress the violation. if the Merchant violates any of the obligations set forth in clause 6.6 of the General Terms and Conditions, Omniva shall be entitled to demand that the registered trademark and\/or domain be transferred to its name free of charge. The Merchant undertakes to redress any violation (including to comply with the obligation specified in the previous sentence) within five (5) Business Days of receiving a demand from Omniva to do so.<\/p>\n<\/div>\n<\/div>\n<\/div>\n 6.10. \u00a0The Merchant undertakes to notify Omniva promptly of any third party claim brought against the Merchant in connection with use of Trademark by the Merchant, as well as any third party violation of rights arising from the Trademark which the Merchant has learned in any way.<\/p>\n 6.11. \u00a0The Merchant undertakes to delete Trademark from its websites (including the Website) and any and all reference to Omniva and Omniva Service Provider and to return the entirety of the Trademark documentation to Omniva by the calendar day following the expiry of the Agreement.<\/p>\n 6.12. \u00a0By signing the Agreement on behalf of Omniva Service Provider, Omniva confirms that this section 6 of General Terms and Conditions is binding towards Omniva.<\/p>\n 7. GENERAL RESPONSIBILITIES OF THE PARTIES<\/strong><\/p>\n 7.1. The Parties undertake:<\/p>\n 7.1.1. \u00a0to make reasonable efforts to cooperate with each other, as necessary for performing obligations arising from the Agreement;<\/p>\n 7.1.2. \u00a0to notify each other immediately of any material circumstance or problem related to the performance of the Agreement, including impediment or possible impediment preventing a Party from performing contractual obligations;<\/p>\n 7.1.3. \u00a0to act towards each other in good faith and based on the principle of reasonableness, and to avoid any harm caused or the causing of harm to each other;<\/p>\n 7.1.4. \u00a0to notify each other at the first opportunity of any circumstance that harms or may harm the Parties\u2019 information systems or performance of Agreement, as well as of circumstances that may be necessary for the secure functioning of, maintenance of or elimination of faults in the Parties\u2019 technical solutions and systems;<\/p>\n 7.1.5. \u00a0to notify each other immediately via email and, if possible, by telephone as well, of any and all circumstances that impede the execution of Transactions.<\/p>\n 8. PROCESSING OF PERSONAL DATA<\/strong><\/p>\n 8.1. \u00a0In order to provide the Service and perform the obligations set forth in the Agreement, Omniva and Omniva Service Provider shall process the Payers\u2019 personal data.<\/p>\n 8.2. \u00a0Considering that each Payer is a customer of the Merchant and Omniva nor Omniva Service Provider does not enter into customer relationships with any Payers, it is the responsibility of the Merchant to ensure the existence of the required consent of every Payer permitting Omniva and Omniva Service Provider to process the Payer\u2019s personal data for the provision of the Service and performance of the obligations set forth in the Agreement. By signing the Agreement, the Merchant warrants and represents that it possesses, before the Payer enters the Payment Environment, the as-required consent of each Payer, enabling the Payer\u2019s personal data to be processed by Omniva and Omniva Service Provider in the required manner, form and extent.<\/p>\n 8.3. \u00a0The Merchant warrants and represents that it is aware that Omniva Service Provider enters into the Agreement and provides the Service to the Merchant and performs other obligations arising from the Agreement based on the representations given by the Merchant in clause 8.2 of the General Terms and Conditions.<\/p>\n 8.4. \u00a0The Merchant shall be solely responsible for discharging any possible claims brought against Omniva and\/or Omniva Service Provider as a result of the fact that Omniva and\/or Omniva Service Provider processes personal data of Payers who have not given consent for the said processing or have withdrawn their consent. The Merchant undertakes to compensate Omniva and Omniva Service Provider for all damage incurred by respectively Omniva and\/or Omniva Service Provider in connection with the above requirements.<\/p>\n<\/div>\n<\/div>\n<\/div>\n 9. OBLIGATION TO MAINTAIN THE CONFIDENTIALITY OF INFORMATION<\/strong><\/p>\n 9.1. \u00a0The Parties are obliged, throughout the term of validity of the Agreement and for an unspecified term after the expiry of the Agreement, to maintain each other\u2019s confidential information. Confidential Information shall be any business-related, commercial and technical information (including financial and economic status, business plans, pricing and other aspects) related to a Party, which the Party has directly or indirectly, orally or in writing, or in another form, before or after signing the Agreement, received from the other Party in connection with the performance of the Agreement and which is not publicly available and which the counterparty can reasonably be presumed to be interested in maintaining the confidentiality of.<\/p>\n 9.2. \u00a0The Parties undertake to ensure that:<\/p>\n 9.2.1. \u00a0they shall use Confidential Information solely in connection with the performance of their obligations arising from the Agreement. Use of Confidential Information for any other purposes may only take place with the advance written consent of the other Party;<\/p>\n 9.2.2. \u00a0they shall keep Confidential Information confidential and not disclose it to third parties or the public in any manner without the prior written consent of the other Party;<\/p>\n 9.2.3. \u00a0they shall adopt all reasonable precautionary measures to prevent the release, as a consequence of their action or omission, to a third party or public disclosure of Confidential Information;<\/p>\n 9.3. \u00a0A Party may disclose Confidential Information to state and local government institutions if the duty of disclosure stems from legislation. If a Party is obliged by legislation to disclose Confidential Information, it shall where possible undertake, within a reasonable time of disclosure of such information, to notify the other Party in writing of the relevant obligation of public disclosure and of the extent of the information subject to disclosure, and shall always undertake to disclose the relevant information in the minimum required amount, and if possible in a generalised form, bearing the marking \u201cConfidential\u201d.<\/p>\n 9.4. \u00a0For the purpose of the Agreement, \u201cThird Party\u201d shall not shall not include, nor shall the prohibition on the disclosure of Confidential Information apply to (a) employees of a Party and other persons related to the performance of the Agreement, on the condition that Confidential Information is only disclosed to them in the extent necessary for them to perform the Agreement and on the condition that the Party ensures that the said persons maintain Confidential Information; and (b) the Parties\u2019 auditors, legal advisors and banks bound by the duty of confidentiality.<\/p>\n 9.5. \u00a0The Parties undertake to notify each other promptly if Confidential Information is communicated or may be communicated to a person lacking the right thereto. The provisions of this clause shall not in any manner limit the liability for breach of the Agreement.<\/p>\n 9.6. \u00a0The Agreement and its terms and conditions are confidential and shall be considered Confidential Information in accordance with clause 9 of the General Terms and Conditions.<\/p>\n<\/div>\n<\/div>\n<\/div>\n 10. LIABILITY OF THE PARTIES AND LIMITATIONS ON LIABILITY<\/strong><\/p>\n 10.1. \u00a0The Parties shall be liable for the failure to comply or comply as required with the obligations assumed by them in accordance with the procedure and in the extent set forth in the agreement and the legal acts of the Republic of Estonia.<\/p>\n 10.2. \u00a0All returns submitted by Payers shall be fulfilled by the Merchant and the Merchant shall have full and sole liability for any and all potential claims related to payment of the Transaction Amount.<\/p>\n 10.3. \u00a0Omniva and Omniva Service Provider shall not assume and shall not incur any obligations to Payers, including and not limited to obligations related to defects in goods and improper delivery. If Omniva and\/or Omniva Service Provider receives a relevant claim from the Payer, Omniva and\/or Omniva Service Provider shall immediately forward it to the Merchant for fulfilment. The Merchant undertakes to compensate Omniva and Omniva Service Provider for all expenses and damage that Omniva and Omniva Service Provider (respectively) incurs in connection to expenditures arising from potential claims from Payers.<\/p>\n 10.4. \u00a0The Merchant shall bear credit risk liability, i.e. liability for the Payer failing to pay the Transaction Amount as required or if any refunds or disbursements must be made to the Payer in connection with payment of the Transaction Amount or withdrawal from payment of the Transaction Amount.<\/p>\n 10.5. \u00a0The Merchant undertakes to compensate Omniva Service Provider for all expenses that Omniva Service Provider bears in connection to refund claims from Payers, including any dispute or disagreement between the Merchant and Payer (so-called chargeback).<\/p>\n 10.6. \u00a0The Merchant\u2019s liability related to credit card fraud is excluded for Transactions in regard to which the Merchant has expressed the desire to Omniva Service Provider to implement 3-D Secure functionality and Omniva Service Provider shall bear full liability for the expenses and claims arising from said Transactions.<\/p>\n 10.7. \u00a0The Merchant shall have no right to bring any claims against Omniva Service Provider for the compensation of damage or other claims due to a faulty Transaction Order and, consequently, the wrong Transaction Amount being paid by the Payer.<\/p>\n 10.8. \u00a0The Parties have agreed that Omniva Service Provider shall only be liable for Omniva Service Provider providing the Service as required pursuant to the terms and conditions set forth in the Agreement.<\/p>\n 10.9. \u00a0Breach of Agreement is excusable and a Party shall be excused from failing to perform the obligations assumed hereunder or failing to perform them as required if the Party was in breach of the Agreement due to force majeure. Force majeure is any circumstance that was beyond the control of the Parties and which, or the consequence of which, the Parties could not have been expected from the point of view of reasonableness, to have considered, avoided or overcome at the time at which they entered into the Agreement. Among other things, force majeure shall include delays on the part of the credit institution in transferring amounts. If the effect of force majeure is temporary, the breach of obligation is only excusable for the duration of time that force majeure impeded performance of the obligation. The Party in breach of obligation due to force majeure is obliged to notify the counterparty of the force majeure circumstance without delay.<\/p>\n 10.10. \u00a0In the case of a delay in the performance of a monetary obligation arising from the Agreement, the Party entitled to the payment shall have the right to demand late interest from the other Party of zero point zero five percent (0.05%) of the unpaid amount for each calendar day of delay in payment, starting from the moment of violation to the full payment of the amount not timely paid.<\/p>\n<\/div>\n<\/div>\n<\/div>\n 11. NOTICES<\/strong><\/p>\n 11.1. \u00a0Unless set forth otherwise in the Agreement, correspondence between the Parties shall be sent via the contact details for the contact person specified in the Agreement.<\/p>\n 11.2. \u00a0Notices shall be sent in a form reproducible in writing or in written form. If the Agreement specifies written form for a notice, the notice must be sent in writing.<\/p>\n 11.3. \u00a0All notices related to the Agreement shall be sent in English by express mail, regular mail or email. A notice submitted by express mail shall be considered sent when the notice has been delivered to the recipient. A notice sent by mail shall be considered sent when three (3) business days have elapsed since the notice was delivered to a post office. A notice submitted by email shall be considered sent on the next Business Day.<\/p>\n 11.4. \u00a0The Parties undertake to notify each other without delay of any changes in the contact person or contact details specified in the Agreement.<\/p>\n 12. VALIDITY AND AMENDMENT OF THE AGREEMENT<\/strong><\/p>\n 12.1. \u00a0The Agreement shall enter into force on the date specified in clause 1.5.1. of the Agreement and remain in force until the date specified in 1.5.2. of the Agreement.<\/p>\n 12.2. \u00a0The Agreement may be amended upon written agreement of the Parties, unless set forth otherwise in the Agreement. A Party which receives a proposal from the other Party to amend or supplement the Agreement shall undertake to respond in writing within ten (10) Business Days of receiving the proposal. Amendments to the Agreement shall enter into force upon signing of the relevant agreement by the Parties\u2019 representatives who have been authorised as required.<\/p>\n 12.3. \u00a0Omniva Service Provider has the right to unilaterally amend the Agreement, General Terms and Conditions, Price List and\/or Technical Guidelines (\u201cDocument subject to Amendment\u201d), notifying the Merchant\u2019s contact person of the changes in a form reproducible in writing at least thirty (30) days before the amendment enters into force. In case the Merchant does not agree to the amendment of the Document subject to Amendment, the Merchant shall be entitled to unilaterally cancel the Agreement by informing Omniva Service Provider thereof in writing during thirty (30) days from the day Omniva Service Provider has notified the Merchant of the amendment of Document subject to Amendment. In case the Merchant has not cancelled the Agreement during the referred term the Mechant shall be deemed to have fully accepted amendment of the Document subject to Amendment.<\/p>\n 12.4. \u00a0A Party shall have the right to cancel the Agreement under the ordinary procedure by notifying the counterparty of the desire to do so at least two (2) months in advance.<\/p>\n 12.5. \u00a0The Parties have the right to cancel the Agreement extraordinarily on grounds set forth in the Law of Obligations Act and this section of the General Terms and Conditions. Omniva Service Provider shall have the right to cancel the Agreement extraordinarily without a notification period among other, if (1) the Merchant has submitted to Omniva Service Provider incorrect data and\/or information; or (2) the Merchant changes domain address of the Website; or (3) the Merchant assigns the Website to the use of third person regardless of the legal grounds and manner of such assignment.<\/p>\n<\/div>\n<\/div>\n<\/div>\n
\nValid from 01.06.2018<\/p>\n