PART I – INTRODUCTION AND SCOPE
1.1 These GENERAL TERMS AND CONDITIONS govern the Payment Services provided by Loomis Digital Solutions AB (“LDS”) to the customer (“Customer”) and will, together with a separate agreement (including price list), as amended from time to time (jointly referred to as the “Agreement”), apply to the relationship between LDS and the Customer. In case of contradiction between documents, the separate agreement shall prevail over these GENERAL TERMS AND CONDITIONS. The Agreement also prevails in case of contradiction with the PSA or any Implementing Law. The PSA and/or any Implementing Law is not applicable to the relationship between the parties to the extent that the parties may agree that provisions under such laws shall not apply as set out in Chapter 4 Section 20, Chapter 5 Section 59 and Chapter 5 a Section 8 of the PSA, or the corresponding implementation of article 38 or 61 of PSD2 into any Implementing Law.
1.2 By accepting these GENERAL TERMS AND CONDITIONS, the Customer declares that it has read and understood the terms hereof.
“Acquirer” means the acquiring bank engaged by LDS from time to time;
”Agreement Period” refers to the period stated in the Agreement when the Agreement shall apply between LDS and the Customer;
“Applicable Laws” means any applicable laws, regulations, rules, codes, directives issued or promulgated by any government or EU Institutions as well as the PCI Standards, as amended from time to time. In particular, under Spanish law, among others, Royal Decree-Law 19/2018, of 23 November, on payment services and other urgent financial measures and Royal Decree 736/2019 of 20 December on the legal regime for payment services and payment institutions and amending Royal Decree 778/2012 of 4 May on the legal regime for electronic money institutions and Royal Decree 84/2015 of 13 February implementing Law 10/2014 of 26 June on the regulation, supervision and solvency of credit institutions;
“Card” shall mean any valid payment card issued under any Card Scheme;
‘Cardholder’ shall mean the person or entity authorized to use a Card;
“Card Schemes” means Visa and MasterCard or any other similar payment schemes, as amended from time to time;
“Card Scheme Rules” means rules, regulations, interpretations and other requirements (whether contractual or otherwise) imposed, amended or adopted by any Card Scheme from time to time;
“Chargeback” shall mean a Transaction that is disputed by a Cardholder or Issuer and is returned, in accordance with the Card Scheme Rules;
“Chip and Pin Card” means a Card embedded with a Chip that communicates information to a Point of Sale Terminal and is protected by a personal identification numeric code (PIN) that is used to identify the Cardholder in an authorisation request;
“Designated Account” means the bank account in the Customer’s name designated by the Customer, to which LDS will transfer the Settlement Amount;
“Equipment” means the hardware comprising the cash register system, card reader and associated equipment rented to the Customer by a LDS Affiliate in accordance with an agreement entered into between the Customer and the LDS Affiliate;
“Implementing Law” means any applicable national law implementing PSD2;
“Issuer” shall mean a member of the Card Scheme that enters into a contractual relationship with a Cardholder for the issuance of one or more Cards;
“LDS Affiliate” means an entity (i) which is directly or indirectly controlling LDS; (ii) which is under the same direct or indirect ownership or control as LDS; or (iii) which is directly or indirectly owned or controlled by LDS. For these purposes, an entity shall be treated as being controlled by another if that other entity has more than fifty (50) % of votes in such entity, is able to direct its affairs and/or to control the composition of its board of directors or equivalent body;
“Microenterprise” shall have the meaning given in the Commission Recommendation of 6 May 2003 concerning the definition of micro, small and medium-sized enterprises;
“LDS Bank Account” means a client funds account in LDS’ name held at a credit institution utilized to settle Transactions processed by the Acquirer for the Customer pursuant to the Agreement;
“Payment Service” means the payment processing service (e.g. Cards) provided by LDS to the Customer hereunder, or of mobile payments subject to additional agreement where LDS may offer integration to third-party providers of mobile payment solutions, which enables the Customer to accept mobile payments with the Equipment;
“PCI Standards” means the Payment Cards Industry Data Security Standards as required by the Card Schemes and as modified from time to time, please refer to www.pcisecuritystandards.org for further information;
“Point of Sale Terminal” shall mean an attended or unattended access device located in or at the Customer’s premises that meets the Card Schemes’ requirements, and that permits a Cardholder to initiate and effect a Transaction by the Customer with a Card in accordance with the Card Scheme Rules;
“Portal” means LDS’ customer portal available at [insert link];
“PSA” means the Swedish Payment Services Act (Sw. Lag (2010:751) om betaltjänster), implementing PSD2;
“PSD2” means Directive (EU) 2015/2366 on payment services in the internal market;
“SCA” means strong customer authentication as set out in the PSA or any Implementing Law, and as further detailed in regulatory technical standards issued by the European Commission;
“Settlement Amount” means the funds received or that will be received by LDS from the relevant Card Scheme or the Acquirer due to a Transaction, however less the Fees, as defined in Part 5, Chargebacks, claims and other funds owed by the Customer to LDS or to any LDS Affiliate from time to time;
“Software” means the software which will enable communication between LDS’ and the Acquirer’s computerised systems for the submission and processing of Transactions;
“Transaction” shall mean the acceptance of a Card by the Customer in the Payment Service and possible receipt of payment from the Acquirer, whether the transaction is approved, declined, or processed as a forced sale. The term ‘Transaction’ also includes credits, errors, returns, refunds and adjustments.
“Spanish Transparency Regulations” shall mean Title II of Royal Decree-Law 19/2018, of 23 November, on payment services and other urgent financial measures and Order ECE/1263/2019, of 26 December, on the transparency of the conditions and information requirements applicable to payment services.
PART II - PAYMENT SERVICE
The Payment Service
2.1 LDS is regulated by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) and acts as payment facilitator. LDS has entered into an agreement with the Acquirer and has been registered with the Card Schemes.
2.2 The Payment Service allows the Customer to accept and process payments through LDS’ facilitation of the processing of payment transactions, the receipt and credit of the funds received by LDS from the Acquirer to the LDS Bank Account and settlement of the Settlement Amount to the Designated Account.
2.3 Consequently, the Customer instructs and authorizes LDS, during the Agreement Period, to receive, hold and disburse funds in accordance with the Agreement on the Customer’s behalf.
Underwriting (KYC etc.)
2.4 LDS is subject to the rules of the Swedish Act (2017:630) regarding Anti-Money Laundering and Terrorist Financing (the “Swedish Money Laundering Act”) and to the rules of Spanish Law 10/2010, of April 28, 2010, on the prevention of money laundering and financing of terrorism (the “Spanish Money Laundering Act”). This entails, among other things, that the Customer acknowledges and authorises LDS, in connection with the entering into of the Agreement as well as during the Agreement Period, to perform credit checks, sanction controls and other verifications which may require the Customer to provide additional information or documentation that LDS consider required to fulfil the obligations in the Swedish Money Laundering Act and the Spanish Money Laundering Act. Such requests shall be attended promptly by the Customer. The Agreement is conditional upon LDS receiving the requested information.
2.5 Any non-compliance with the above gives LDS the right to immediately suspend the provision of the Payment Service or to terminate the Agreement. The foregoing right of immediate termination applies also if it is discovered during the Agreement Period that the information provided by the Customer was false, inaccurate or incomplete.
Migration to PSP Full Reliance Agreement
2.6 Should the Customer’s annual Card transaction volume, via the Payment Service, exceed one million USD (1,000,000 USD) per year for either Mastercard or Visa, the Card Schemes and the Acquirer require that the Customer must enter into additional agreements directly with the Acquirer (“PSP Full Reliance Agreement”). If the volume reach such volume, the Customer authorizes LDS to, after notification to the Customer, enter into the PSP Full Reliance Agreement with the Acquirer on the Customer’s behalf.
Rules governing the Payment Service
2.7 In addition to the Agreement, the Payment Service is governed by the Applicable Laws and the Card Scheme Rules as well as the requirements and guidelines established by the Acquirer from time to time. Information about the Card Scheme Rules and the requirements and guidelines established by the Acquirer is provided upon request.
2.8 The Customer undertakes to comply with Applicable Laws and the Card Scheme Rules. In case of any conflict between the Agreement and the Card Scheme Rules, the latter will take precedence.
2.9 Should Spanish Transparency Regulations apply on the basis that the Customer is a Microenterprise, changes in relation to the Agreement and payment methods will observe the provisions of art. 33 of Royal Decree-Law 19/2018, of 23 November, on payment services and other urgent financial measures, implementing art. 54 of PSD2. Changes not subject to the application of the abovementioned regulations, can be made by LDS unilaterally and with immediate effect without previous notification, however LDS will aim to notify the Customer in advance. By continuing to use the relevant payment method, the Customer is deemed to have accepted and agreed to any such changes. The Customer specifically acknowledges that the Card Schemes may at any time: (i) immediately and without advance notice, prohibit the Customer from using any of the trademark of the Card Scheme for any reason; (ii) enforce the Card Scheme Rules and prohibit the Customer and/or LDS from engaging in any conduct the Card Schemes deem could potentially injure the Card Schemes, including damage to reputation, or that could adversely affect the integrity of the Interchange System, the Card Schemes’ confidential information (as defined in the Card Scheme Rules) or both.
Use of Cards
2.10 LDS has the right to remove or add Cards that are accepted without prior notice. LDS shall, however, as soon as possible thereafter notify the Customer of changes regarding accepted Cards. LDS will only process Transactions that have been authorized by the applicable Card Scheme or Issuer, as the case may be.
2.11 It is the Customer’s sole responsibility at all times to verify the Cardholder’s identity and the eligibility of each Card that is presented to be used for a Transaction.
2.12 The Customer shall display and clearly state at the entrance to the store and at the checkout, or on the website in good time before the purchase is completed, through signage which Cards that are accepted as payment method by the Customer. If the Customer does not accept all Cards or other payment instruments issued by a Card Scheme this should be clearly stated together with information regarding the Cards that are accepted.
Processing of Transactions
2.13 The Customer undertakes to comply with all instructions provided by LDS regarding the acceptance and authorization of Transactions, including those made available on the Portal from time to time, and undertakes to ascertain that its employees receive adequate training and information with respect thereto.
2.14 If LDS has reason to believe that a Transaction may be in violation of the Agreement, the Card Scheme Rules or Applicable Laws or otherwise may cause harm to LDS, the Customer or the Acquirer, LDS has the right to deny the processing of such Transaction.
2.16 The Customer must require SCA for every Transaction initiated with a Card that is issued within the EU/EEA, unless an exemption from SCA is applicable. However, the Customer must always require SCA when instructed by an Issuer.
2.17 LDS will initiate payout of the Settlement Amount to the Designated Account after the completion of the Transaction once LDS has received the funds from the relevant Card Scheme or the Acquirer, provided that the Customer has complied with the Agreement. LDS will take commercially reasonable measures to initiate payout of the Settlement Amount to the Designated Account on the Banking Day immediately after the Banking Day when LDS received the funds from the relevant Card Scheme or Acquirer.
2.18 However, the Customer acknowledges that LDS will not be responsible for any delay or error affecting the pay-out that occurs after LDS has issued instructions regarding the pay-out to the Designated Account and/or that is attributable to any third party involved in the transfer process and/or is due to the Customer having provided incorrect or incomplete information about the Designated Account. LDS has the right to withhold or delay pay-outs as LDS deems necessary in order to comply with Applicable Laws or the Card Scheme Rules or where LDS is conducting an investigation with respect to the Customer and its use of the Payment Service.
2.19 The Customer can at any time access information in the Portal about fees incurred, completed sales, information on payouts and current receivables from and to LDS, respectively, and information about payments made with the Equipment through a third party mobile payment provider supported by the Software. Such information will be updated in real time.
2.20 The Transaction information will include a reference enabling the Customer to identify the Transaction. By entering into the Agreement, the Customer agrees that LDS may aggregate such information by brand, application, payment instrument categories and rates of interchange fees applicable to the Transaction, as applicable.
Refunds and Returns
2.21 Any requests for refunds due to returns of its products and/or services shall be submitted by the Customer in accordance with the Agreement and the Card Scheme Rules. The Customer undertakes to comply with Applicable Laws in relation to all returns. Refunds shall be made to the same Card that was used in the original Transaction and may only be given to the Cardholder in cash if this follows from Applicable Laws.
2.23 In case of a Chargeback, LDS has the right to deduct the amount (as well as any fees or penalties pertaining to the Chargeback) from the Settlement Amount prior to transfer thereof to the Designated Account. Should LDS deem that a Chargeback is likely to occur, LDS has the right to reserve the corresponding amount from the Settlement Amount until LDS deems that a Chargeback will not occur or the time period during which a Cardholder, pursuant to Applicable Laws, can dispute the Transaction has expired. If the amounts so deducted or reserved from the Settlement Amount are not sufficient to cover the amount of the actual or expected Chargeback, the Customer shall pay the remaining amount to LDS immediately upon request.
2.24 In the event that the level of Chargebacks in terms of the volume and value of Transactions presented should exceed (or LDS has reason to believe will exceed) the thresholds set by the Card Schemes or the Acquirer, the Customer will be notified by LDS and required to correct the violation promptly. If the Customer fails to correct the violation, LDS has the right to suspend pay out of the Settlement Amount to the Customer until the Customer has taken appropriate corrective measures in its system, and LDS has verified and accepted them. If the violation has not been corrected, LDS has the right to suspend the Payment Service or to terminate the Agreement with immediate effect. Furthermore, in the event that the level of Chargebacks in terms of the volume and value of Transactions presented should exceed the tolerated monthly Chargeback thresholds of the Acquirer or of any Card Scheme, LDS has the right to suspend the processing of new Transactions for the Customer until the Customer has taken appropriate corrective measures in its system, and LDS has verified and accepted them.
2.25 The Customer is aware that a Chargeback may occur due to unauthorized transactions for 13 months following the Transaction and due to faulted goods, up until 3 years following the Transaction. Refunds can also be made as a result of, for example, the exercise of the right of withdrawal, guarantee or similar right that the Cardholder may have.
The Customer’s general obligations
2.26 The Customer undertakes to:
a. provide LDS with the current address of each of its offices, all “doing business as” names used by the Customer, and a general description of goods sold and/or services provided to the Cardholders;
b. comply with all applicable policies of the Acquirer, the Card Scheme Rules (including, not to contest the ownership of the marks of the Card Schemes for any reason), this Agreement and Applicable Law;
c. execute any requested changes or otherwise that LDS deems necessary or appropriate to ensure that the Customer remains in compliance with the standards governing the use of the marks of the Card Schemes;
d. not take any action that could interfere with or prevent the exercise of this right by the Card Schemes;
e. not discriminate persons paying for goods or services by utilizing a Card rather than in cash; and
f. not carry out Transactions that the Customer knows or should know are illegal.
2.27 Further, if relevant, the Point of Sale Terminal and other related or ancillary equipment must always be used by the Customer and/or its authorized employees and never by the Cardholder, unless the Cardholder is required to enter its PIN in the presence of the Customer and/or its authorized employees.
2.28 Prior to accepting a Point of Sale Terminal Card payment, the Customer agrees to verify, to the extent applicable, that:
a. authorisation must be obtained for every Transaction, except if not required under the Card Scheme Rules;
b. the four (4) digits printed above (or under) the embossed Card number match the first 4 digits of the Card number;
c. the signature on the Transaction receipt matches the name embossed on the face of the Card, the Cardholder’s signature on the Card and the signature on any identification documents presented, if applicable;
d. the presenter of the Card is the person whose name is embossed on the face of the Card;
e. the embossed account number on the face of the Card matches the printed number on the back of the Card and the account number of the Transaction receipt;
f. the Card, and in particular the signature panel, must not be visibly altered or mutilated;
g. the Card has not expired;
h. if applicable, that the presenter of the Card resembles the person depicted in any photograph intended for identification on the Card;
i. if applicable, the Card must be kept by the Customer until the Cardholder signs the Transaction receipt;
j. if the Card is not signed or the signature on the Transaction receipt differs from that on the Card, identification should be requested. In this case, the name and signature must be matched with the identification documents presented; and
k. when the Card is a Chip and PIN Card, the Customer is to process the Card as prompted by the Point of Sale Terminal and shall require Cardholders to input any applicable PIN number, when and if prompted by the Point of Sale Terminal.
2.29 If the Customer offers Point of Sale Terminal payment services, regardless of the Transaction value, the Customer shall request manual telephone authorisation from the Issuer in the following cases: (i) the Card signature panel is not signed; (ii) the Customer is suspicious of the Transaction; (iii) if the Customer is in receipt of a negative or stop-list from an Issuer; or (iv) the Transaction is processed manually.
2.30 The Customer is to ensure that the entry of a PIN into the Point of Sale Terminal is not recorded on camera.
2.31 LDS reserves the right to either hold the Settlement Amount as security (in accordance with LDS’s liability below), suspend the Payment Service or to terminate the Agreement with immediate effect if LDS make the assessment that the Customer’s risk level has increased.
2.32 Further, as security for the Customer’s due performance of its obligations under the Agreement, the Customer hereby pledges the Settlement Amount as security for any amount the Customer may owe LDS or any LDS Affiliate.
2.33 The Customer is liable for all liabilities incurred by LDS or any third party which are caused by the Customer’s use of the Payment Service and/or breach of the Agreement, including without limitation penalties, fees, fines, refunds, reversals and Chargebacks. The Customer shall indemnify and hold LDS and LDS Affiliates harmless against any claim, suit, loss, expense or liability brought against LDS or LDS Affiliates by any third party (including without limitation the Acquirer, an Issuer or the Card Schemes) which may arise out of (i) the Customer’s breach of the Agreement, Applicable Laws or the Card Scheme Rules, or (ii) a Transaction submitted by the Customer via the Point of Sale Terminal.
2.34 LDS is entitled to engage sub-contractors for the performance of LDS’s undertakings according to the Agreement. LDS is liable for the sub-contractors’ undertakings to the same extent as for its own undertakings. For the avoidance of doubt, where the Customer has made use of sub-contractors the Customer is liable for such sub-contractor’s acts or omissions to the same extent as for its own. This applies also in relation to any bills of exchange used by the Customer.
2.35 LDS is responsible for that Transactions which have been duly authorized and submitted by the Customer via the Payment Service in accordance with the Agreement, are processed in accordance with the Agreement. Subject to what is stated elsewhere in the Agreement, LDS is also responsible for ensuring that the Settlement Amount is transferred to the Designated Account. For the avoidance of doubt, LDS is under no circumstances responsible for the Acquirer’s actions, omissions, bankruptcy or insolvency.
2.36 LDS is in no event liable for faults, interruptions or errors due to the Equipment being offline or for any Transactions conducted while the Equipment is offline. The Customer is fully liable for any Transactions conducted while the Equipment is in offline mode. Consequently, LDS is not liable for coverage of losses on Transactions that may have been lost due to any defect on the Equipment, which is offline in the terminal.
2.37 LDS's obligations regarding mobile payments are limited to the provision of the interface and LDS is consequently not involved in or responsible for the processing of mobile payments.
PART III - FEES AND PAYMENT
3.1 The Customer undertakes to pay the fees determined and calculated by LDS in accordance with the Agreement regarding (i) the Payment Service, (ii) the leasing fees for Equipment, and (iii) fees for support services and purchase of Equipment and accessories provided by LDS Affiliates (collectively the “Fees”). All prices stated are excluding VAT. To the extent that the Payment Services are liable for VAT, the Customer shall pay the VAT for which LDS is taxable.
3.2 LDS will deduct the amount of the Fees from the Customer’s Transaction proceeds prior to transferring the Settlement Amount to the Designated Account. Such deduction will be executed in connection with each pay-out with respect to the part of the Fees relating to the Payment Service. If the Customer’s Transaction proceeds are insufficient to cover the full amount of the Fee on the due date, LDS will make additional attempts to deduct the Fee. If such additional deduction attempts fail, LDS will issue an invoice to the Customer for which payment is due immediately.
3.3. In case of approved refunds, LDS will deduct the refunded amount from other funds owed to the Customer from its processing of other Transactions. Should such funds not be sufficient to cover the refund amount, the Customer must pay the remaining amount to LDS immediately.
3.6 LDS will be entitled to change its prices or charges if the Customer significantly differs in its payment pattern compared to comparable customers. In such case, LDS shall immediately notify the Customer of the change.
PART IV - MISCELLANEOUS
4.1 LDS and the Card Schemes have the right, either by itself or by a third party engaged by LDS, during regular business hours and upon giving reasonable notice, perform an audit of the Customer’s business and facilities in order to verify the Customer’s compliance with the Agreement, Applicable Laws and the Card Scheme Rules.
4.2 The Customer acknowledges and agrees that LDS has the right to share data and information related to the Customer and the Transactions with LDS Affiliates within the EEA in accordance with Applicable Laws and if necessary for the performance of the Payment Service. The Customer is further aware of LDS’s obligations to report certain information about the Customer to the Card Schemes in accordance with the Card Scheme Rules and information to authorities in accordance with Applicable Laws or as otherwise required by Applicable Laws or the Card Scheme Rules.
4.3 Notwithstanding the above, LDS and the Customer undertake, during the Agreement Period and thereafter, and other than for the fulfilment of their undertakings according to the Agreement, not to reveal or disclose the other party’s confidential information. Each party may however make such statements as are required by law or other statutes and applicable stock exchange regulations after the other party, if possible, has been informed about the obligation in question.
4.4 All instructions, system solutions, drawings, signs, equipment, technical or other documents intended for the performance of either party’s undertakings which either party gives the other before, in connection with or after the Agreement remain the property of the party that provided them. They may not without the written consent of the other party be used by the recipient party or copied, reproduced, divulged or in any other way be brought to the knowledge of a third party.
4.5 Except for the limitations stated below, LDS shall be liable for and hold the Customer harmless for such damage to or loss of the Customer’s property, that occurs as a direct consequence of the negligence or failure of LDS.
4.6 The liability shall not include purely economic loss (i.e. economic damage arising without anyone having suffered a personal injury or a property damage), damage caused by or connected to terrorism, damage to a “third party”, any consequential damage such as loss of production and missing profit, or any other indirect damage.
4.7 If the Customer should fail to submit a written claim within three months from becoming aware of, or should have been aware of the damage, the Customer’s right of claim against LDS for such damage will cease.
4.8￼ LDS’s liability for damages under the Agreement is limited to the Fee amount paid by the Customer during the 12-month period preceding the event that gave rise to the claim. However, under no circumstances shall the liability exceed SEK 100.000 for each 12-month period from the start of the Agreement.
4.9 If the Customer due to negligence or omission has contributed to the damage, the liability of LDS shall be adjusted correspondingly.
Intellectual property rights
4.10 LDS reserves the right to all Software and all intellectual property rights to checkout systems developed in Android and payment terminals and integrations developed in PayDroid, as well as marketing and product materials delivered with the Equipment and/or later upgrades thereof.
4.11 The Customer is not entitled to change or remove any markings regarding copyright, trademarks or other rights on the Equipment.
Amendment of the Agreement
4.12 With the exception of what is stated below, and what is expressly stated elsewhere in the Agreement or in other contractual documents, changes to the Agreement shall be valid only if such changes are agreed upon in writing.
4.13 Changes must be notified 30 days before coming into force. If the Customer does not, within 30 days after receiving the notification, advise in writing that the change is not accepted, the Agreement will continue to apply on the terms amended by LDS.
Charges and delays
4.14 LDS is entitled to charge administrative expenses for invoicing and the handling of changes such as the Customer’s contact details.
Transfer of the Agreement
4.15 Transfer of the rights and obligations under the Agreement may only occur with the other party’s written consent. Notwithstanding this, LDS is entitled to transfer its rights and obligations according to the Agreement to LDS Affiliates.
Term of the Agreement
4.16 The Agreement becomes effective upon the date of signature by the Customer and when LDS has confirmed that the Customer has successfully been approved by the Acquirer and in the LDS know your customer and money laundering process. The Agreement is valid for the specified period or, in the absence of such period, for an unlimited period until terminated by either party by giving three (3) month’s written notice of termination. Termination can be made by contacting LDS’ customer service.
Suspension of the Agreement
4.17 If the Customer is non-compliant with 2.4, 2.24, 2.31 or if, for any reason, the Customer fails to make payments, LDS will be entitled to suspend the Payment Service, the connection to the Equipment and support service. In such case, LDS shall notify the Customer of the planned suspension and give the Customer the opportunity to pay before this occurs.
4.18 LDS cannot be held liable for operating losses, profit losses, consequential damages or other indirect or direct losses of any kind that may be attributed to the suspension.
Cancellation of the Agreement
4.19 In case the Spanish Transparency Regulationshe Customer is a Microenterprise and Spanish Transparency Regulations apply, the Customer is entitled to terminate the Agreement at any time, without prior notice. LDS shall execute the order for termination of the Agreement within 24 hours of receipt of the Customer’s request.
Both parties and each Card Scheme are entitled to terminate the Agreement with immediate effect if the other party is in breach of its obligations and does not rectify this within 30 days of written notification.
4.20 LDS also has the right to terminate the Agreement with immediate effect if the Customer is in breach of 2.4, 2.24, 2.31 or in any of the following circumstances:
a. if the Card Schemes de-register LDS or if the Acquirer ceases to be an acquirer for any reason or if the Acquirer fails to have a valid license with the Card Schemes, or to use any trademark accepted by the Customer;
b. in case any activity of the Customer is deemed to be fraudulent or otherwise harmful to the business of LDS, the Acquirer or the Card Schemes; or
c. if the Customer suspends its payments, makes a composition with its creditors, files for bankruptcy or a third party applies for the Customer to be declared bankrupt, or is declared bankrupt, or if the Customer otherwise is assumed to be insolvent.
4.21 Further, if the Customer’s use of the Payment Service has been inactive for twelve (12 consecutive months, LDS shall have the right to terminate the Agreement by giving the Customer one (1) months’ notice of termination. However, such notice will include information about what actions that the Customer may take in order to prevent the termination of the Agreement from becoming effective.
4.22 If either party's fulfilment of obligations under the Agreement is prevented, impaired or delayed by circumstances outside the party's control, such as war, events resembling war, riot, insurrection, sabotage or threat of sabotage, terrorism, robbery, the actions of the authorities, shut-down, lockout, blockade or other labour conflict, exceptional weather conditions, fire, sudden or unforeseen loss of personnel, or shortage of means of transport or fuel, the party is released from its obligations under the Agreement as long as such circumstances continue. In such case the party is not liable for damages.
4.23 A party wishing to claim force majeure as above must advise the other party of this as soon as possible. Information about such force majeure on the part of LDS will also be given on the Portal as soon as possible.
Governing Law and Disputes
4.24 The Agreement shall be governed by the substantive laws of Sweden.
4.25 Disputes arising from the Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce. (the “Institute”). The Institute's rules for rules for expedited arbitrations shall apply unless the Institute determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be in Stockholm.
4.26 Notwithstanding the above, LDS shall be entitled to apply to the relevant authority for an injunction to pay and to take legal proceedings against the Customer in the courts of general jurisdiction in the case of due and undisputed invoices.