Strex AS · PDF fileStrex AS company reg. no ... Code of Conduct An agreement document that...

MERCHANT AGREEMENT

WITH COMMERCIAL AGENT

between

Strex AS company reg. no.: 985 867 569

hereinafter referred to as “Strex”

and

the Merchant

Strex Merchant Agreement

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CONTENTS

1. DEFINITIONS ..............................................................................................................................................3

2. STRUCTURE OF THE AGREEMENT.....................................................................................................3

3. BACKGROUND ...........................................................................................................................................5

4. PILOT PHASE ON NEW PLATFORM ....................................................................................................5

5. STREX’ SERVICES ....................................................................................................................................5

6. THE MERCHANT'S USE OF THE PAYMENT SERVICE ...................................................................7

7. COMMERCIAL TERMS ............................................................................................................................9

8. COMPLAINTS FROM THE CUSTOMER REGARDING THE MERCHANT’S GOODS AND

SERVICES..............................................................................................................................................................9

9. SYSTEM AVAILABILITY ....................................................................................................................... 11

10. TECHNICAL REQUIREMENTS AND CONNECTION TO SERVICES ........................................... 11

11. SECURITY ................................................................................................................................................. 12

12. BLOCKING THE PAYMENT SERVICE ............................................................................................... 12

13. THE MERCHANT'S MARKETING OF THE PAYMENT SERVICE ................................................ 12

14. TERMINATION......................................................................................................................................... 13

15. CHANGES TO THE AGREEMENT ....................................................................................................... 13

16. INTELLECTUAL PROPERTY RIGHTS ............................................................................................... 14

17. DOCUMENTATION AND INFORMATION ......................................................................................... 14

18. DUTY OF CONFIDENTIALITY ............................................................................................................. 15

19. TRANSFER OF RIGHTS AND OBLIGATIONS, SUB-SUPPLIERS .................................................. 15

20. PERSONAL DATA .................................................................................................................................... 16

21. INSPECTIONS AND CHECKS ................................................................................................................ 17

22. LIABILITY OF THE MERCHANT ........................................................................................................ 17

23. LIMITATION OF LIABILITY ................................................................................................................ 18

24. DEFECT IN TITLE ................................................................................................................................... 19

25. MESSAGES ................................................................................................................................................ 20

26. ADMINISTRATIVE TERMS ................................................................................................................... 20

27. CHANGE OF THE MERCHANT'S CONTACT DETAILS, ADDRESS ETC. ................................... 20

28. GOVERNING LAW AND DISPUTES .................................................................................................... 20


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1. Definitions

The following terms will be defined as follows when written with an initial capital letter in this agreement:

Agreement: This merchant agreement between Strex and the Merchant.

Agreement Front Page: Signature page for the Agreement between Strex and the Merchant.

Customers: The individual end users who use Strex’ Payment Service to make payments to the Merchant.

Passcode: A secret code, password or other method that the Customer has chosen based on Strex’ available

options at any time for authorizing payment transaction using the Payment service.

Payment Service: Strex’ payment service that the Merchant may use to accept payment for its goods and

services from Customers who have a dedicated e-money account that is used for making payments, pursuant to a

separate subscription agreement with Strex. The Customer can deposit funds into the e-money account using the

methods offered at any given time by Strex. The Payment Service is described in further detail in the document

“Product Description”, which is available on Strex’ website under the URL http://strex.no/merchant_agreement-

weblink. At the time of the execution of the Agreement, the Payment Service comprises the Strex SMS Payment

product and the Strex Direct Payment product.

Merchant: Means the natural or legal person who has entered into this Agreement with Strex.

MNO: The mobile network operator, or the provider of the Customer’s mobile communication service, as

applicable, with which the Customer at any given time has a valid mobile subscription or prepaid account

agreement, and which is linked to the Payment Service, pursuant to an agreement with Strex.

Partner: The legal entity identified on the Agreement Front Page which is responsible for such partner

responsibilities towards the Merchant as are set out in this Agreement.

Strex SMS Short Numbers: A separate service from the Payment Service, offered to the Merchant by the

Partner, for the provision of the additional functionality of using a 4-digit short number for sending and receiving

SMS messages via the Payment Service as set out in this Agreement.

Transaction Amount: The amount (incl. VAT) that the Customer will pay for its purchases of the Merchant's

goods or services.

 

2. Structure of the Agreement

This Agreement consists of a signed cover sheet and this contract document with appendices, and additional

terms given below.

The Agreement has the following appendices:

Appendix 1 Commercial Terms

Appendix 2 Appointment of Partner as Commercial Agent

The Agreement has the following additional terms:

Product Description An agreement document that describes the functionality of the Payment Service

Implementation Guide An agreement document that describes the Merchant's implementation of the

Payment Service

http://strex.no/merchant_agreement-weblink



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Code of Conduct An agreement document that regulates the guidelines for the Merchant's use of the

Payment Service (previously referred to as the “CPA Guidelines”)

Design Manual An agreement document that regulates the guidelines for the Merchant’s use of

logos and other graphic elements, and depictions of the available logos and other

graphic elements

The additional terms apply as stated on Strex’ website under the URL http://strex.no/merchant_agreement-

weblink at the time of the execution of the Agreement, subject to any subsequent changes notified to the

Merchant in accordance with clause 15.




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3. Background

3.1 Strex holds a licence to issue electronic money and offer payment services under the supervision of the

Financial Supervisory Authority of Norway.

3.2 The Merchant offers goods and/or services in Norway.

3.3 Strex offers its customers a payment service that enables payment of goods and services using the

individual customer's mobile phone subscription or other methods offered at any given time by Strex.

3.4 By accepting this Agreement, the Merchant has the opportunity to use Strex’ Payment Service in order

to receive payment for its goods and services from Customers.

4. Pilot Phase on New Platform

4.1 For a limited pilot phase on Strex’ new system platform, running from the execution of the Agreement

and until 30 June 2016, the Merchant acknowledges that there may in practice be certain deviations

from the terms and conditions which are set out in the Agreement, including how the Payment Service

is carried out. Strex will seek to minimize any potential inconveniences experienced by the Merchant

during this pilot phase.

4.2 The Merchant acknowledges that the Strex Direct Payment product will not be available for orders from

the time of the execution of the Agreement. Strex will give the Merchant’s Partner written notice as

soon as the Strex Direct Payment product is available for orders by the Merchant.

4.3 The Merchant is obliged to cooperate with Strex and Strex’sub-supplier(s) in the pilot phase, including

by following Strex’ reasonable instructions in relation to the operations on Strex’ new system platform.

4.4 In the pilot phase, Strex will have no responsibility for errors or unavailability in the Payment Service,

regardless of cause.

5. Strex’ Services

5.1 Strex will communicate the Customer's payment for the Merchant's goods and services to the Merchant

via the Partner indicated on the Agreement Front Page in its capacity of being the Merchant’s

commercial agent according to Appendix 2.

5.2 The transaction amounts from the Customer's payments will be transferred from Strex to the Partner, for

further transfer from the Partner to the Merchant as described below.

5.3 If the Customer exercises a statutory or agreed right of cancellation regarding the purchase of the goods

or service from the Merchant, the Merchant shall execute a credit transaction or otherwise credit the

amount to the Customer. Strex shall not be affected by the Customer exercising the right of

cancellation, and thus shall be entitled to settlement pursuant to the terms of the Agreement. If the

Merchant has not paid the amount to the Customer, Strex will nevertheless have the right to refund the

amount in question to the Customer. Strex may in such event claim the amount in question

compensated from the Merchant, including by offsetting or withdrawing the amount in question from

the Transaction Amounts payable to the Merchant.

5.4 Strex is only responsible for disbursing the transaction amount for a specific purchase to the Merchant

via the Partner as long as the Customer has paid the corresponding invoice for the relevant purchase in

question in full to its MNO, and the MNO thereafter has transferred the amount in question in full to

Strex. Strex will thus be released from its payment obligation towards the Merchant if the Customer

and/or the MNO, regardless of the reason, has not paid the invoice in question in advance so that Strex

has received coverage for the amount in question.


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5.5 If the Customer does not pay its MNO's invoice in full or in part on the due date, regardless of the

reason, any proceedings against the Customer (written or verbal, legal or extrajudicial), will be handled

by the MNO. The MNO is free to determine if and, if applicable, how, such proceedings should be

initiated. The Merchant will not have a claim against Strex or the MNO if such proceedings are not

initiated or do not lead to full or partial collection of the amount due from the Customer. The Merchant

shall refrain from any such proceedings against the Customer. However, Strex may demand that the

Merchant at own expense shall handle such proceedings against the Customer if the outstanding

payment is related to the Merchant's goods and services. The Merchant otherwise has the right to follow

up the claim against the Customer in accordance with applicable law after the MNO has ended its

follow-up of the claim. The Merchant shall in such case clarify this with Strex in advance.

5.6 The Transaction Amounts from Customers’ payment for the Merchant’s goods and services shall be

disbursed by Strex to the Merchant via the Partner indicated on the Agreement Front Page in its

capacity of being the Merchant’s commercial agent according to Appendix 2. Payments will be

disbursed in accordance with the agreed settlement frequency, and in accordance with the rules

regarding reconciliation of Strex’ fees for use of the Payment Service as specified in this Agreement,

pursuant to Appendix 1. Payment shall be made to the Partner’s bank account specified on the

Agreement Front Page, or to the account the Partner later instructs Strex in writing to transfer funds to

instead. The Partner is responsible towards the Merchant for disbursing the amount received by Strex

further on to the Merchant in accordance with the Partner’s commercial agency agreement with the

Merchant. The Merchant warrants that the Partner is given the right and authority to receive payments

on behalf of the Merchant according to a legal bona fide commercial agency relationship according to

Appendix 2. Strex shall not be responsible towards the Merchant in the event that the Partner in its

capacity of being the Merchant’s commercial agent fails to transfer payments from Strex to the

Merchant in whole or in part.

5.7 In the event that the Merchant informs Strex in writing that it would like to receive the settlement

directly itself instead of via the Partner, Strex shall have the right to choose between withholding the

settlement and not dispurse it to either the Partner or the Merchant until this question is solved in

agreement between the Merchant and the Partner, or disbursing the settlement directly to the Merchant

in accordance with its request if Strex finds this appropriate.

5.8 In the event that Strex’ agreement with the Partner terminates, regardless of cause (including in the

event that Strex decides to downgrade the Merchant’s Partner’s status as Gold Partner to a lower status

level according to the internal and objective classification criteria applied by Strex at any time, entailing

that the Partner’s responsibility to process the Merchant’s settlement is repealed), Strex will notifiy the

Merchant in writing immediately, and the Merchant will after the termination of such agreement no

longer have the right to use the Partner as its commercial agent under this Agreement. The Merchant is

in such events obliged to either accept transfer to a new partner or accept to enter into a direct

agreement with Strex regarding processing of the settlement of Customer payments, both alternatives

subject to Strex’ consent, before any new Payment Transactions using the Payment Service can be

executed. The Partner shall in such event continue to facilitate the closure of the Merchant’s settlements

according to the Agreement for outstanding Payment Transactions that have already been executed by

use of the Payment Service before the termination of the agreement, with the exception that in the event

that Strex’ agreement with the Partner is terminated due to breach by the Partner or other particular

circumstances related to the Partner as stated in the agreement between Strex and the Partner, any

transactions that have been executed, but not disbursed from Strex to the Partner, before the termination

date, will be settled directly from Strex to the Merchant.

5.9 In the event of a breach of Agreement by the Merchant, Strex may withhold a proportionate part of the

Merchant’s settlement. For the avoidance of doubt, the Act of 17 December 1976 regarding Overdue

Payments (the Overdue Payments Act) shall not apply in such events.

5.10 In the event that the Merchant, regardless of cause, uses the Payment Service to make a credit

transaction to the Customer, Strex may charge a credit fee as specified in Appendix 1.

5.11 In the event of significant deviations in the transaction statistics between Strex and the

Merchant, Strex shall review the basic data if so requested by the Merchant. The Merchant must present


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its basic data in such cases. Strex’ basic data takes precedence in the event of deviations when

calculating the fees and disbursements to Strex.

5.12 The Merchant further accepts that Strex implements any measures necessary to meet relevant statutory

and authority requirements which Strex is subject to at any time in connection with execution of Strex’

activities as an e-money business in connection with the execution of the Agreement towards the

Merchant and the Customers.

5.13 The Merchant accepts and acknowledges that Strex will use the Partner as indicated on the Agreement

Front Page as a sub-supplier for carrying out certain of Strex’ performances under the Agreement,

including providing first-line support to the Merchant, establishing the technical integration between the

Merchant’s system platform and Strex’ system platform unless otherwise agreed, and/or such other

performances as decided by Strex at any time. The contractual responsibility for such services

performed by the Partner on behalf of Strex remains with Strex, with the exceptions as set out in clause

5.14. For the avoidance of doubt, this does not affect the Partner’s role in relation to disbursement of

payments to the Merchant according to clause 5.6, in which respect the Partner acts in the capacity of

being the Merchant’s commercial agent and not as a sub-supplier of Strex, cf. Appendix 2.

5.14 Upon entry into this Agreement, the Merchant may have the option to order from the Partner certain

Strex SMS Short Numbers for sending and receiving SMS messages via the Payment Service. The

Merchant can either be given an exclusive right to use the applicable short number (“dedicated short

numbers”), or the right to use the applicable short number can be shared with other Merchants (“shared

short numbers”), as defined in the agreement with the Partner. Such order and delivery of Strex SMS

Short Numbers is a separate service from the Payment Service and is delivered on the Partner’s risk

and responsibility pursuant to the terms and conditions set out in a separate agreement between the

Merchant and the Partner. Hence, Strex is not responsible towards the Merchant for the delivery and use

of Strex SMS Short Numbers. The use of Strex SMS Short Numbers is unilaterally linked to the

Payment Service and cannot be used in any way, in other payment services value chains or otherwise,

unless otherwise agreed with the Partner following Strex’ consent. The Merchant cannot use other

products than the Payment Service to receive payment for the Merchant's goods and services when a

Strex SMS Short Number is used for orders/customer dialogue either as the receiver or the sender,

unless otherwise agreed with the Partner following Strex’ consent. This includes the use of 4-digit SMS

short numbers originated by other means than the Strex SMS Short Number product. For the avoidance

of doubt, any agreement between the Partner and the Merchant regarding delivery of goods and services

which the Partner offers is the Partner’s sole responsibility, and Strex shall have no responsibility

related to the delivery of such goods or services from the Partner.

6. The Merchant's Use of the Payment Service

6.1 The Merchant shall not allow the Customer to make purchases that exceed the applicable maximum

transaction limit. The Merchant cannot exceed the maximum transaction limit by splitting a purchase

into smaller transactions. The applicable maximum transaction limit is stated in Appendix 1.

6.2 Strex may by written notice to the Merchant decide at any time that the Merchant’s Customer

transactions shall be subject to the Customer confirming the purchase to Strex by use of a Passcode,

subject to further detailed requirements defined by Strex at any time. If such confirmation fails, the

transaction will not be accomplished. Strex’ assessment regarding whether or not to require use of such

Passcode towards the Customers may depend on various elements, such as e.g. the type of

goods/service, transaction amount, Customer preferences or circumstances related to the Merchant.

From such point in time that Strex has informed the Merchant in writing that the Passcode functionality

is available, the Merchant may also choose to make its Customer transactions subject to Passcode

verification even if no such instruction is given by Strex, cf. further details set out in the

Implementation Guide.

6.3 All payments by a Customer must be initiated by Customer at the same time that the purchase

transactions are executed. However, it is possible to execute payments after the agreement is entered

into between the Merchant and the Customer regarding purchase of a subscription service pursuant to


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the requirements in the Code of Conduct, or in particular cases where there is a need for this subject to

prior agreement with Strex. For purchases of physical goods which are not physically delivered to the

Customer at the time of the order, payment from the Customer shall be required in accordance with

further detailed provisions set out in the Code of Conduct.

6.4 Transactions with the Payment Service can only be made in Norwegian kroner.

6.5 The Merchant does not have the right to transfer money, or give money in the form of cash, to the

Customer in exchange for payments that are made with the Customer through the Payment Service.

This does not limit the Merchant's right or obligation to transfer money from its own bank accounts to

the Customer in connection with refunds due to defects to the goods or services bought by the

Customer. The Merchant can only make the refund to the Customer's account (the Payment Service

account) that was used for the original transaction, and the amount must not exceed the original

transaction amount.

6.6 If the Customer makes a payment for goods or services directly to the Merchant after the Customer has

paid for the goods or services in question using the Payment Service, Strex will be entitled to

immediately debit the Merchant or invoice the Merchant for the amount.

6.7 The Merchant is under an obligation to follow Strex’ current Code of Conduct which is available at

Strex’ website www.strex.no – see clause 2. This includes specific requirements to use of certain

parameters when using the Payment Service, as set out in further detail in the Implementation Guide.

The Merchant must also comply with all relevant statutory requirements for the Merchant's activities in

relation to use of the Payment Service.

6.8 The Merchant is under an obligation to ensure that the goods or services delivered are not unsuitable in

terms of the Customer's age, based on requirements in Norwegian law or regulations. When necessary,

the Customer's age must be included as a parameter in the payment transaction using the Payment

Service.

6.9 The Merchant is under an obligation to make the price that will be charged for use of the Merchant's

services known to the Customer. The Merchant is under an obligation to provide relevant price details

for all marketing of services covered by this Agreement. The Merchant is under an obligation to state

that it, as the contractual party, is responsible for the services, and provide its company name and

contact details, pursuant to the Code of Conduct. The invoice text must describe the service delivered so

that the Customer can easily identify the service delivered, cf. the requirements stated in the Code of

Conduct. Please see the Implementation Guide for information on how to implement the invoice text.

6.10 When the Customer makes an invalid order by use of SMS (e.g. by using the wrong code word or

making some other error that prevents the Merchant from processing the order), or orders services that

do not exist, and the Merchant decides to reply by SMS, the Merchant shall use the relevant function

according to the Implementation Guide.

6.11 In the marketing of its goods or services to the Customer, the Merchant may not state that there is a fee

that is attributed to Strex or Strex’ mobile network operators’ partners (surcharging). Please see the

Code of Conduct for further details.

6.12 In connection with the payment transaction for the Merchant’s goods and services towards Customers,

the Merchant is obliged to mark the transaction with the correct business model parameter in

accordance with Appendix 1.

http://www.strex.no/


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7. Commercial Terms

7.1 Commercial terms for the Merchant's use of the Payment Services are set out in Appendix 1. The

applicable fees for the Merchant’s use of the Payment Service and the agreed settlement frequency

between the Merchant and the Partner will be specified by the Partner in a separate agreement

document between the Merchant and the Partner.

7.2 The fee will be due for payment in accordance with the terms specified in this Agreement regarding the

agreed settlement, cf. Appendix 1. Strex will deduct the amount in question before transferring the

Transaction Amounts to the Merchant via the Partner’s bank account after giving notice to the Partner,

cf. clause 5.6. If there is no coverage for the amount in question or Strex has not received payment in

another way, Strex will invoice the Merchant via the Partner by sending an invoice to the Partner for the

amount in question. Strex always has the right to withhold Transaction Amounts for outstanding claims

against the Merchant. In the event of overdue or outstanding payment to Strex in relation to the due date

stated in this Agreement, interest on arrears will be calculated pursuant to the provisions of the Overdue

Payments Act.

7.3 Strex shall have the right to procure credit information about the Merchant.

8. Complaints from the Customer regarding the Merchant’s Goods and

Services

8.1 Agreements regarding the Customer's purchase of goods and services from the Merchant are between

the Customer and the Merchant. If the Customer has a claim for a refund, compensation or other claims

associated with the goods or service, the Merchant will be fully responsible for the claim, not Strex or

its partners, cf. clause 22.

8.2 The Merchant consents to compensate Strex for outstanding payment of the Transaction Amount,

including interest, costs of the case, and other costs incurred in connection with the transaction if:

(a) the Customer, regardless of the reason, contests the claim from the Merchant, Strex or Strex’ partners,

asserts offsetting, or the goods or services that the transaction is connected to is returned to the Merchant.

(b) the receiver of the Merchant's estate in bankruptcy claims the Transaction Amount, or

(c) there are conditions that conflict with clause 8.4.

8.3 If the number of Customer complaints put forward to Strex’ Customer support centre in relation to the

Merchant’s goods and services which are paid for by the use of the Payment Service exceeds 0,5 % of

the total number of transactions during any given time period defined by Strex, Strex will implement a

simplified processing of Customer complaints where Strex will charge the Merchant automatically, and

credit the Customer accordingly, for such transactions within the applicable time period that Strex finds

reasonable. For the avoidance of doubt, this provision shall not limit Strex’ right to compensation as

otherwise stated in clause 8.2.

8.4 The Merchant guarantees that:

(a) the Transaction Amount that has arisen in relation to the goods or services purchased does not have a

mortgage or other encumbrances attached to it, and the Customer has an unconditional obligation to pay,

(b) the goods or service is delivered or will be delivered on time in accordance with the agreement with

the Customer, when the Merchant executes the transaction using the Payment Service,

(c) the Transaction Amount is not a payment that has been made earlier for the same goods or services,


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(d) the transactions do not conflict with this Agreement, Strex’ agreement with the Customer or

Norwegian law; in this respect, if the number of Customer complaints put forward to Strex’ Customer

support centre in any one calendar month in relation to the Merchant’s goods and services which are paid

for by the use of the Payment Service exceeds 0,5 % of the total number of transactions during that

calendar month, this shall in itself be deemed a material breach of this Agreement by the Merchant,

(e) the Customer has no right to offset due to a claim against the Merchant, the right to a discount or other

deduction to the Transaction Amount,

(f) there is no legal dispute between the Merchant and the Customer, and that no legal steps are taken in

connection with the Transaction Amount, and

(g) the Transaction Amount has arisen as a result of the Merchant's normal activities, and the Merchant

has the guarantees and insurances that are normal for the industry related to claims from the Customer in

connection with errors, defects or outstanding delivery of the Merchant's goods or services.

8.5 The Merchant is under an obligation to offer customer service related to the goods and services that the

Merchant offers the Customer. The Merchant must inform the Customer at the time of purchase about

the Customer's rights related to complaints, any right of cancellation and other consumer rights about

which the Merchant has a legal obligation to notify the Customer. The Merchant's contact details

(customer service) must be made known to Strex, so that Strex can forward any queries from the

Customer.

8.6 Following its own assessment, Strex may debit the Merchant for compensation pursuant to clauses 8.1

to 8.5, and for all payments made to the Customer, banks, card issuers or other third parties, and for any

damage incurred by Strex as a result of the Customer's claims against Strex.

8.7 Strex also has the right to charge the Merchant for compensation for damage or loss for which the

Merchant is responsible pursuant to clause 22 of this Agreement.

8.8 In the event of a complaint from the Customer to Strex regarding goods or services delivered by the

Merchant, Strex will contact the Merchant at its e-mail address for support, and will ask for

documentation and remarks from the Merchant. In such cases, the Merchant has a deadline of 1 – one –

business day to answer Strex. In the event of an inadequate or no response within 1 – one – business

day, if it so deems appropriate, Strex will have the right to credit the Customer and invoice the

Merchant the amount, or to set if of against Transaction Amounts payable to the Merchant.

This provision does not exempt or limit the responsibility of the Merchant to handle complaints from

Customers. Strex may demand that the Merchant at own expense handles the Customer query further on

its own without the involvement of Strex. Strex may also demand that the Merchant lets Strex handle the

Customer query, with the Merchant covering the costs. In such event, the Merchant shall also cover

Strex’ costs incurred due to necessary testing of the ordering and delivery process for goods and services

provided by the Merchant. This includes an administrative fee of NOK 500 per test case for the work

involved, and freight costs for delivery and return of any physical goods ordered and delivered to Strex as

part of such testing. As an alternative to payment of such return costs, the Merchant may instead collect

the goods in question from Strex’ location within 14 days from Strex’ written notice, or instruct Strex to

destroy the goods. If the goods in question are not collected by the Merchant within such time-limit, Strex

will destruct the goods. For the avoidance of doubt, Strex shall not be charged for any content or services

delivered to Strex as part of such testing.

8.9 In cases where the Customer's MNO (and not the Merchant) has a complaint filed against it with the

Norwegian Consumer Complaints Board for Electronic Communications (“Brukerklagenemnda for

elektronisk kommunikasjon” – “BKN”) regarding goods or services, the fee for processing such

complaints will be charged to the Merchant to the extent the complaint is related to the Merchant's

marketing, goods or services. The documented costs and damage associated with the BKN case and the

Merchant's applicable share associated with the amount credited will be charged to the Merchant.


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The Merchant shall at its own expense draft a reply to the BKN if Strex so requests. Strex or the MNO

have a right to make changes to the draft reply. NOK 3.000 will be charged to the Merchant to cover

Strex’ and/or the Customer's MNO's loss of wage expenses when cases are lost.

8.10 In cases where Strex (and not the Merchant) has a complaint filed against it with the Norwegian

Consumer Financial Complaints Board (“Finansklagenemnda” – “FinKN”) regarding goods or services,

the fee for processing such complaints will be charged to the Merchant to the extent the complaint is

related to the Merchant's marketing, goods or services. The documented costs and damage associated

with the FinKN case and the Merchant's applicable share associated with the amount credited will be

charged to the Merchant.

The Merchant shall at its own expense draft a reply to the FinKN if Strex so requests. Strex has a right to

make changes to the draft reply. NOK 3.000 will be charged to the Merchant to cover Strex’ and/or the

Customer’s MNO’s loss of wage expenses when cases are lost.

9. System Availability

9.1 Strex will seek to make the Payment Services available in Norway 24/7 (i.e. all day every day of the

year) based on an aim to maintain a system availability of 99,5 % (excluding down-time due to third

party related components and circumstances (including force majeure) or planned updates and

maintenance, cf. clause 9.3).

9.2 However, the Merchant acknowledges that the service may occasionally be unavailable, making it

impossible to execute payment transactions, cf. clause 23.2. Strex reserves the right to otherwise

regularly make the Payment Service unavailable in full or in part for periods in order to perform

necessary updates and maintenance etc., cf. clause 9.3. Strex will seek to limit the scope of such

unavailability and will seek to schedule such updates and maintenance for periods that cause as little

inconvenience as possible for all merchants with which Strex has an agreement.

9.3 Planned updates and maintenance that will entail unavailability of the Payment Service will take place

on a regular basis, and normally during periods where there is as little traffic as possible for all

merchants with which Strex has an agreement. In addition, updates and maintenance etc. can take place

when necessary to operate the Payment Service. All unavailability as a result of such issues as

mentioned in this clause will be reported to the Merchant with 5 business days' written notification to

the agreed contact point, unless unforeseen events occur that make Strex unable to give such advance

notice. 

10. Technical Requirements and Connection to Services

10.1 In order to use the Payment Service, the Merchant's technical equipment and software, such as

computers, programs, websites or payment terminals, must meet Strex’ applicable technical

requirements for the Payment Service. The applicable technical requirements are stated in the

Implementation Guide, which is available on Strex’ website. The Merchant is responsible for

possessing all the necessary technical equipment and software required to use the Payment Service, at

own expense (including, when appropriate, performing all necessary adaptations of technical equipment

or software). The Merchant is also responsible for such technical equipment and software working and

being compatible with Strex’ requirements, including the communication lines and technical connection

to the connection point to Strex’ technical platform, at own expense.

10.2 Strex may occasionally change the technical requirements of the service at its own discretion. The

Merchant will be sent written notification by e-mail at least two (2) months in advance in the event of

significant changes to such requirements, cf. clause 15, unless Strex deems it necessary to change such

requirements on shorter notice in certain cases. In this event, Strex will attempt to notify the Merchant

about the change in question as far in advance as reasonably possible. The Merchant is under an

obligation to perform the necessary adaptation of technical equipment and software at own expense.

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11. Security

11.1 The Merchant agrees to follow Strex’ current security instructions for the Payment Service, and other

instructions Strex may need to issue regarding the security of the Payment Service. The current security

instructions are available on Strex’ website. The Merchant is under a particular obligation to:

(a) maintain a secure network that is protected with a firewall;

(b) maintain a high level of antivirus protection and always use updated antivirus software;

(c) always protect technical equipment and software from unauthorized use.

11.2 The Merchant must not search for information about the Customer's PIN code or password for the

Payment Service. In cases where such information nevertheless falls to the Merchant in connection with

use of the Payment Service, the Merchant must not use or store such information.

 

12. Blocking the Payment Service

12.1 Strex reserves the right to block the Merchant's use of the Payment Service, and/or to withhold a

proportionate part of the payment of Transaction Amounts to the Merchant , in the event that:

(a) The Payment Service cannot be used safely for technical reasons or because of security errors;

(b) The Payment Service is used in violation of the Agreement (including Strex’ Code of Conduct),

current legislation or orders from public authorities.

(c) There is a considerable risk that the Merchant will be unable to meet its payment obligations.

(d) The Merchant's goods and services entail a risk of loss of reputation for Strex or the Customer's

MNO. Loss of reputation includes risk of negative exposure in the media. This applies to goods and

services and does not entail a limitation of press articles regarding Strex or the Customer's MNO.

12.2 Strex further has the right to stop a transaction from the Customer to the Merchant if Strex following its

own assessment has solid grounds to suspect that the transaction violates the Agreement (including the

Code of Conduct), Strex’ agreement with the Customer or applicable legislation.

12.3 Strex reserves the right, following its own assessment, to block the Payment Service in the event of lack

of notification of unusually high traffic in relation to the requirements that follow from this Agreement

at any given time.

12.4 Strex also reserves the right to stop the Payment Service if the Payment Service as such is considered to

violate requirements in applicable law, or if such cessation is required according to orders from public

authorities.

12.5 Strex must notify the Merchant in writing without undue delay if it has blocked services for the

Merchant or it has stopped a transaction.

 

13. The Merchant's Marketing of the Payment Service


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The Merchant is under an obligation to market the Payment Service to the Customer as a means for payment for

purchase of the Merchant's goods and services in accordance with the guidelines mentioned in the graphics

handbook document, which is available on Strex’ website.

Upon written request from the Merchant, Strex may at its own discretion grant or order an exemption from the

marketing obligation for all or part of the Merchant's activities.

Strex has the right to forbid the Merchant’s marketing of the Payment Service, including any use of the Strex’

brands and trademarks, upon reasonable prior written notice.

 

14. Termination

14.1 The parties have a mutual right to terminate the Agreement with one (1) month’s written notice. If the

Agreement comprises several products, the parties may choose to terminate the Agreement only with

respect to one or some of the product(s). Termination of products (and not the Agreement as such) from

the Merchant shall be communicated via the Partner by use of the termination form provided by the

Partner. In such events, the notice period for termination shall commence upon Strex’ receipt of the

applicable termination form from the Partner. In the event that the Merchant does not receive

confirmation from the Partner that the termination order for the relevant product(s) is received within

the time limit stated in the termination form, the Merchant may instead send the termination order

directly to Strex. Termination of all products under the Agreement shall be deemed and treated as a

termination of the Agreement as such.

14.2 Strex reserves the right to immediately terminate this Agreement upon written notice if:

(a) The Merchant is, or is evidently going to be, subject to composition proceedings, bankruptcy

proceedings, bankruptcy petitions, creditor control, liquidation or similar;

(b) the Merchant's information to Strex on the Agreement date was wrong or incomplete;

(c) the activities of the Merchant have changed significantly since entry into the Agreement;

(d) the ownership of the Merchant has changed significantly since entry into the Agreement;

(e) the Merchant has committed a material breach of the Agreement;

(f) Strex has reason to suspect that the Merchant cannot meet its payment obligations towards Strex;

(g) Strex has reason to suspect that the Merchant uses, has used or will use the Payment Service to offer

goods or services which Strex deems to violate the Agreement (including the Code of Conduct), Strex’

agreement with the Customer or applicable legislation;

(h) Strex has reason to believe that the Merchant uses, has used or will use the Payment Service in a

manner that can cause harm or inconvenience to Strex, the Customer or a third party.

(i) Termination is required in order to comply with a request from relevant regulatory authorities or

applicable law.

15. Changes to the Agreement

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Strex may make changes to the terms of this Agreement (including its appendices and additional terms) subject

to the notification obligations set out below, including, but not limited to, the general terms, prices, commercial

terms, the scope of the Payment Service, and the security instructions.

Such changes will enter into force at the earliest two (2) months after Strex has informed the Merchant about the

change in question.

However, minor changes to the Product Description, the Implementation Guide or the Code of Conduct, changes

of the commercial terms in Appendix 1 which are to the advantage of the Merchant, insignificant changes to the

Agreement which are not detrimental to the Merchant, or such changes which are necessary to meet relevant

statutory and authority requirements in accordance with clause 5.12, will enter into force immediately after Strex

has informed the Mechant about the change in question.

If the Merchant does not accept the change in question, the Merchant must exercise its right to terminate the

Agreement pursuant to clause 14.1.

 

16. Intellectual Property Rights

16.1 Strex and/or Strex’ suppliers own all intellectual property rights that are part of the Payment Service,

including, but not limited to, rights associated with the software, trademarks, copyright, technical

solutions, patents or similar rights. The Agreement does not entail that any such rights are transferred to

the Merchant. The Merchant may not copy, change, transfer or make such intellectual property rights

available to a third party or otherwise exercise such rights for any use other than as specified in the

Agreement.

16.2 The Merchant will only for the duration of this Agreement receive a limited, non-transferable licence to

use such intellectual property rights that are part of the Payment Service solely to the extent necessary

as part of the ordinary use of the Payment Service in accordance with this Agreement.

 

17. Documentation and Information

17.1 The Merchant is under an obligation to store information about transactions performed during the past

eighteen (18) months after the transaction date.

17.2 The Merchant is under an obligation to give Strex, upon request, all information that is relevant to the

Agreement. The information must be given immediately. The Merchant is not entitled to any form of

compensation associated with execution of this clause.

17.3 The Merchant guarantees that the information given to Strex on the Agreement Front Page (Merchant

information) is correct and complete at all times through the web tools Strex makes available to the

Merchant.

17.4 Upon request from Strex, the Merchant agrees to inform Strex in writing about all the goods and

services the Merchant currently offers where the Payment Service is used. Strex shall have the right to

decide the detail level of the information to be provided. Such information shall be provided without

undue delay.

17.5 In the event that unusually high traffic is expected in Strex’ systems in relation to the requirements of

the Agreement, the Merchant will be under an obligation to notify Strex about this. The notification


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must be given as soon as possible. Strex has the right to stop a campaign/service that may entail a risk

to the operation or stability of the Payment Service.

 

18. Duty of Confidentiality

18.1 Each party undertakes to not use, publish or communicate confidential information from the parties in

connection with the agreement for purposes other than the carrying out of this Agreement without the

written consent of the other party. “Confidential Information” means all information related to the

content of this Agreement, the Payment Service and the parties' business operations, regardless of

whether such information has been given verbally, in writing, using digital transfer or other manner,

and regardless of whether the information has been identified as confidential by the party that delivered

the information.

18.2 The confidentiality provisions pursuant to this clause will not apply to Confidential Information that:

(a) the receiving party can prove that has become public in other ways than by breach of the

confidentiality provisions;

(b) the receiving party can prove that was already in the receiving party's possession before the

confidentiality obligations came into effect;

(c) the receiving party lawfully has received from a third-party without a reservation concerning

confidentiality;

(d) the receiving party has an obligation to disclose pursuant to law, the court or decisions by public

authorities, or due to stock exchange rules, or which Strex finds grounds to hand over to Customers in

connection with the Customers’ transactions executed using the Payment Service. The receiving party

shall to the extent possible consult the other party before such information can be communicated, or;

(e) Strex has a reasonable need to forward to its sub-suppliers (including the Partner) in connection with

such sub-suppliers performances under the Agreement. Strex is in such events under an obligation to

ensure that such sub-suppliers are bound by the same obligations that follow from this chapter.

18.3 This clause 18 will apply for the duration of the Agreement and thereafter for five (5) years after its

expiration.

 

19. Transfer of Rights and Obligations, Sub-Suppliers

19.1 The Merchant cannot transfer its rights or obligations pursuant to this Agreement in full or in part,

without prior written consent from Strex.

19.2 Strex has the right to transfer its rights and obligations under this Agreement to third parties, including

the right to transfer rights and obligations pursuant to this Agreement to third-parties that acquires

receivables associated with the Payment Service, and including the right to mortgage/transfer its

receivables associated with the Payment Service to a third party.

19.3 Strex has the right to use sub-suppliers for execution of all or parts of the Payment Service without the

consent of the Merchant. This does not entail a transfer of or exception from Strex’ responsibilities

pursuant to the terms of the Agreement.

 


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20. Personal Data

20.1 In connection with the Merchant's use of the Payment Services pursuant to this Agreement, personal

data regarding Strex’ Customers will be processed and stored in the Merchant's systems for the purpose

of fulfilment of this Agreement. Strex, which determines the purpose of the processing of the personal

data and the facilities to use, is the data controller pursuant to the Personal Data Act for the processing

of the personal data, while the Merchant, which processes the personal data on behalf of Strex, is the

data processor pursuant to the Personal Data Act.

20.2 The Merchant is under an obligation to comply at any time with applicable legislation regarding

personal data, protection of privacy and data storage. This includes the Merchant complying with and

executing all relevant provisions regarding protection of privacy and information security in the

Personal Data Act and regulations.

20.3 The Merchant must not transfer or provide access to any personal data regarding Strex’ Customers to

any third parties unless it is permitted based on Strex’ or the Customer’s explicit prior written consent,

or it is mandatory according to applicable law or orders by public authorities according to applicable

law. In the event of such consent from Strex or the Customer, the personal data can only be transferred

to and processed by such third parties within the frames specified regarding the Merchant's use in this

Agreement, and only for the purposes relevant for such transfer or processing. The Merchant will then

be under an obligation to enter into a sub-processor agreement with such sub-processor that carries the

same obligations towards the sub-processor as the ones imposed on the Merchant pursuant to this

Agreement.

20.4 Unless otherwise stated in this clause 20.4, the Merchant must in no circumstances transfer, store or

otherwise process personal data about Strex’ Customers outside the EEA. However, transfers can be

made to the USA if the Merchant can document that it, or the relevant sub-processor, cf. clause 20.3

holds a valid Safe Harbor certification. If the Merchant needs to transfer personal data for processing in

third-countries that the European Commission does not deem to provide an adequate level of protection,

in connection with execution of the payment order pursuant to the Agreement, the Merchant must notify

Strex, and the parties must then enter into the EU's standard processor agreement for transfer of

personal data to such third-countries before the data processing can take place. Strex is free to refuse to

enter into such an agreement.

20.5 Strex is responsible for each of Strex’ Customers being informed about and having given consent to

personal data about them being processed by the Merchant as specified in this Agreement. The

Merchant shall only process personal data about Strex’ Customers as specified in this Agreement, and

to the extent reasonable and necessary to be able to perform its obligations pursuant to the

Agreement. The Merchant shall otherwise not process personal data in any other way than what is

necessary to comply with the payment order in question through this Agreement. The Merchant shall

consult Strex if it has any doubts regarding the processing of personal data.

20.6 The Merchant acknowledges and accepts that Strex and/or Strex’ sub-suppliers will need to process

personal data regarding the Merchant’s employees and/or other of the Merchant’s personnel in their

data systems under the carrying out of the Agreement. Strex and/or Strex’ sub-suppliers shall only

process personal data about the Merchant’s employees and/or other of the Merchant’s personnel as

specified in this Agreement, or to the extent reasonable and necessary to be able to perform its

obligations pursuant to the Agreement, law or regulations. The Merchant is in this respect responsible

for its employees and/or other of the Merchant’s personnel having given their written consent to such

processing of its personal data by Strex and/or Strex’ sub-suppliers as specified in this Agreement.

20.7 The Merchant is under an obligation to procure prior written consent from the Customer if any of the

Customer's personal data will be stored or processed in any way other than as specified in this

Agreement. In that event, the Merchant must inform the Customer about the purpose for which the data

will be used.


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20.8 The Merchant must take all reasonable measures to ensure that recorded personal data is correct and

updated at all times. The Merchant must cooperate with Strex when complying with the Customer's

right of access to information about himself/herself. The Merchant must ensure that the information is

deleted or corrected if it is incorrect.

20.9 The Merchant is under an obligation to delete all personal data regarding Customers that Strex directly

or indirectly has provided to the Merchant in connection with the Agreement when processing of the

personal data no longer is necessary in order to meet the Merchant's obligations or purpose pursuant to

the Agreement, or upon request by Strex. Except for cases where Strex gives other instructions in

writing, the Merchant shall otherwise take all reasonable steps to delete the data in reasonable time

considering the purposes for which it has been procured or will later be processed, unless there is a

legal basis for keeping the data indefinitely.

20.10 The Merchant is under an obligation to take the necessary technical and organizational steps to protect

personal data from random or illegal destruction or from random loss, unauthorized change, sharing or

access, especially when the processing covers transfer of information in a network, and from any other

illegal processing. Measures that have been taken must meet an adequate security level, pursuant to

industry practice, seen in the light of:

- the technical options available;

- the cost of implementing the measures;

- risk associated with processing personal data, and

- the level of sensitivity.

20.11 Upon expiration of the Agreement, Strex may demand that all personal data about Strex’ Customers

that the Merchant has saved in its systems, is transferred to Strex in a standard table format on a suitable

medium of Strex’ choice, in exchange for coverage of any actual costs incurred by the Merchant

accordingly.

21. Inspections and Checks

21.1 The Merchant shall allow Strex and Strex’ internal or external auditors to observe the Merchant's

execution of the Agreement and to perform inspections and checks of systems, documentation, stored

data, error and fault messages, security procedures and systems, audit reports and all other issues that

Strex or Strex’ internal or external auditors presume may be of importance to execution of Strex’

obligations (e.g. Strex’ obligations as personal data controller, cf. clause 20), or which are necessary in

order to check that routines and procedures are performed in accordance with the requirements of the

Agreement. Such audits must take place with reasonable prior notice.

21.2 Each party carries the costs associated with its own execution of such revision, and the costs of its own

auditors, unless the audit reveals errors and defects in the Merchant's execution of the Agreement. If so,

Strex’ (including Strex’ auditors’) costs shall be covered by the Merchant.

21.3 The Merchant shall ensure that the agreements that the Merchant enters into with any sub-processors to

the extent allowed under the Agreement, cf. clause 20.3, incorporate the same right for Strex to

perform inspections and checks at the sub-processor’s premises and systems that Strex has regarding

the Merchant pursuant to this clause 20.11.

22. Liability of the Merchant


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22.1 The Merchant shall indemnify Strex and the relevant MNOs for any possible damage and loss caused

by the Merchant's breach of the Agreement or violation of applicable legislation.

22.2 The Merchant shall indemnify Strex and the relevant MNOs for all claims from third parties (including

from the Partner acting in the capacity of being a commercial agent for the Merchant) for all types of

loss (including, but not limited to, the Customer's outstanding payment of the Transaction Amount,

claims from Customers regarding products and services offered by the Merchant, including claims due

to defects, delays or violations as a result of the Merchant's goods or services, claims related to the

Payment Service, and costs incurred by Strex and/or the MNOs as a result of such claims), unless such

claims or losses were caused by gross negligence in Strex’ performance of the Payment Service.

22.3 The obligation to indemnify Strex and the MNOs requires Strex or the MNO in question to notify the

Merchant about the relevant claim without undue delay. In such cases, Strex or the relevant MNO will

give the Merchant full information about the claim that has been presented by the Customer. The

Merchant itself is responsible for the defence of the claim in question, including the costs of legal

assistance etc. in the event of a legal dispute, but must not enter into a settlement agreement or discuss

settlement talks without a prior agreement with Strex. However, Strex may demand that it, or the

relevant MNO, shall handle the defence of the claim, with the costs coverd by the Merchant. If so, the

Merchant will provide reasonable assistance to Strex or the relevant MNO upon request, at the

Merchant’s own expense.

22.4 In the event of a breach of the Agreement by the Merchant (including the Code of Conduct), Strex will

have the right to claim NOK 50.000 – fifty thousand Norwegian kroner – from the Merchant for each

case. Cases that trigger a payment obligation may include, but are not limited to, lack of/inadequate age

restriction checks or spam, or lack of/inadequate customer service or inherited services (as described in

the Code of Conduct). Such payment does not exclude the possibility that Strex may also claim

compensation from the Merchant for losses pursuant to other provisions in the Agreement.

 

23. Limitation of Liability

23.1 Strex is only responsible for the Payment Service, and thus has no responsibility for services,

obligations, errors or defects which were delivered by or are the responsibility of the Merchant, banks,

card issuers, databases, network operators, computer centres or others in connection with the

Agreement. For the avoidance of doubt; the MNO is not responsible for any services or performances

under the Agreement.

23.2 Strex does not guarantee 100 % availability of the Payment Service, cf. clause 9.1. It will not always be

possible to execute a transaction. Strex is not liable for any costs or loss that may arise on the part of the

Merchant as a result of a transaction not being completed pursuant to the Agreement as a result of

unavailability or errors in the Payment Service.

23.3 Strex is not liable for any damage or loss as a result of measures implemented to ensure compliance of

Norwegian or foreign legislation or exercise of authority by Norwegian or foreign public authorities

(including in the event of termination of the Agreement according to clause 14.2 (i), regardless of the

reason for the request from the relevant public authority), or as a result of war, natural disasters,

interruptions or disruptions to computer systems or telecommunications, or circumstances that have not

been caused by Strex and which affect performance pursuant to the Agreement and which Strex could

not reasonably be expected to foresee or overcome the consequences of . In no circumstances is Strex

responsible for any loss or damage that follows from strikes, blockades, boycotts, lockouts or other

similar events that under Norwegian law would be considered as “force majeure” events, even though

Strex itself was the object of or participates in such events.

23.4 Strex is nevertheless not responsible for indirect loss or damage, unless the damage or loss was caused

by gross negligence or wilful misconduct on the part of Strex. Indirect loss includes, but is not limited

to, the Customer's loss of any kind of profit, loss of sales, loss of savings, loss due to interruptions, loss


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of data, consequential loss, and third party claims (including from the Customers, but with the specific

exceptions as stated in clause 24).

23.5 Strex’ total contractual liability per calendar year shall not exceed NOK 100.000. The limitation of

liability does not apply in the event of gross negligence or wilful misconduct.

24. Defect in Title

24.1 Any claim for coverage of direct loss incurred by the Merchant itself, as a result of compensation

awarded for a breach of a third party's intellectual property rights solely as a result of the Merchant's

use of Strex’ Payment Service and due to no fault of the Merchant itself, will be compensated by Strex

to the extent the breach applies to intellectual property rights in Norway and the Merchant notifies Strex

immediately, providing full information about the claim in question. In such cases, Strex will have a

full right to, at own expense, defend the claim in the event of a legal dispute, including entering into a

settlement agreement, if applicable in collaboration with a third party.

24.2 In such event, the Merchant must provide reasonable assistance to Strex upon request, at the Merchant's

own expense, in connection with Strex’ defence of the claim. Strex may also decide to demand that the

Merchant handles the defence of the claim itself, at the Merchant's own expense.


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25. Messages

All communication related to this Agreement must be given in writing in Norwegian or English by means of

personal delivery, post or e-mail to the addresses and e-mail addresses listed in the Agreement, or by means of

the electronic system offered by Strex at any time for such communication.

 

26. Administrative Terms

The commercial contact person appointed at the Agreement Front Page shall be considered authorized on behalf

of the Merchant to notify Strex of any relevant messages in relation to the Agreement, cf. clause 25, including

regarding such changes to administrative conditions as set out in clause 27 or to terminate whole or part of the

Agreement pursuant to clause 14.1.

27. Change of the Merchant's Contact Details, Address etc.

The Merchant is under an obligation tonotify Strex immediately in writing if:

(i) the Merchant changes its contact details, commercial contact person, company address, company structure or

ownership, company activities or any other information provided by the Merchant on the Agreement Front Page

(Merchant information) or on the technical order form submitted by the Merchant etc., or

(ii) circumstances arise where one can reasonably presume that it is of significant importance for Strex in

relation to the carrying out of this Agreement to have knowledge of such circumstances.

28. Governing Law and Disputes

28.1 The parties' rights and obligations pursuant to this Agreement are fully regulated by Norwegian law.

28.2 If a dispute arises between the parties regarding the interpretation or the legal effects of this Agreement,

an attempt shall be made to resolve the dispute through negotiations. Should such negotiations not

succeed within 21 – twenty-one – days, each party may choose to intitiate legal proceedings to settle the

dispute before the ordinary courts, unless the parties agree to submit the dispute for a decision through

arbitration. Bringing a dispute to a court or arbitrator for resolution does not in itself release the parties

of their obligations pursuant to the Agreement.

28.3 Oslo District Court shall be the agreed legal venue.

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