PAYMENT TERMINAL LEASE AGREEMENT

Size: px

Start display at page:

Download "PAYMENT TERMINAL LEASE AGREEMENT"

Elaine Eaton
6 years ago
Views:

1 November 2015 PAYMENT TERMINAL LEASE AGREEMENT Kortaccept Nordic AB Estonia branch, reg.nr , Part of Teller,

2 Tallinn, Kortaccept Nordic AB Estonia Branch, Reg. Code , main office located at Liivalaia 45, Tallinn, (hereinafter Acquirer) and Customer name register code main office located at represented by (hereinafter Customer) (hereinafter Acquirer and Customer together referred to as Parties and separately also as Party) have agreed to enter into a payment terminal lease agreement (hereinafter Agreement) on the following terms and conditions: The basis of this Agreement is the payment terminal use agreement entered into between the Acquirer and Nets Estonia, under which Nets Estonia grants the payment terminals into the use of the Acquirer and the Acquirer has the right to assign to its clients the right of use of the payment terminals obtained from Nets Estonia. 1. DEFINITIONS The terms used in the Agreement shall have the following meanings: payment terminal a technical device enabling receipt of card payments, which electronically processes, preserves and transmits the information on the payment card; program loading process during which the program necessary for the functioning of the payment terminal is saved on the payment terminal; program loading centre the aggregate technical means in which the payment terminal programs are saved and from which it is possible to conduct program loading, initiated by the payment terminal via communications channels; business day any day that is not a Saturday, Sunday, or national holiday; Nets Estonia Nets Estonia AS (formerly Pankade Kaardikeskuse AS). 2. SUBJECT MATTER OF THE AGREEMENT, DELIVERY OF THE PAYMENT TERMINAL 2.1. The Acquirer shall lease to the Customer payment terminal(s), the precise specifications and description of which (name of the model, terminal ID, cost) are specified in the instrument of delivery and receipt In order for the Payment Terminal to be delivered to the Customer, the Customer must have returned to the Acquirer the signed Agreement Immediately after receiving the Payment Terminal, the Customer signs the Instrument of Delivery and Receipt of the Payment Terminal and returns it to the Acquirer The Parties may agree that instead of the Acquirer, the Payment Terminals to be leased by the Acquirer shall be delivered to the Customer by Nets Estonia. In such a case, Nets Estonia shall send the Payment Terminal to the address specified by the Customer or enable the Customer to receive the Payment Terminal at the location of Nets Estonia at Laki 12, Tallinn. In the case specified in this clause, the Instrument of Delivery and Receipt shall be signed by Nets Estonia on behalf of the Acquirer and the Customer shall return the Instrument of Delivery and Receipt of the Payment Terminal signed by the Customer to Nets Estonia The risk of accidental destruction and damage of the Payment Terminal shall be transferred to the Customer as of the delivery of the Payment Terminal into the Customer s possession. 3. USE OF THE PAYMENT TERMINAL 3.1. The prerequisite for use of the payment terminal is the existence of a valid Agreement for Servicing Card Payments between the Acquirer and the Customer The Customer is obliged to use the Payment Terminal in a prudent manner in conformity with the purpose set forth upon entering into the Agreement, which is the receipt of card payments, and to follow the directions for use of the Payment Terminal and to comply with other terms and conditions for use of the Payment Terminal In all matters related to use and malfunctions of the Payment Terminal, the Customer shall contact Nets Estonia, using the contact information listed below: Nets Estonia AS Tartu mnt 63, Tallinn Authorization tel. 24 h: Payment terminal department tel: (business days from 9:00-17:00) Fax: posgrupp@estcard.ee 3.4. Nets Estonia shall record calls received on the authorization number and retain the recordings for at least 3 months. The Customer shall consent to the use of the recordings if needed to verify circumstances related to authorization of card payments and other circumstances related to use of the Payment Terminal Nets Estonia shall have the right to introduce changes and additions to the Payment Terminal programs, notifying the Customer if necessary. The Customer is obliged to perform the loading of the Payment Terminal s new program version within 10 (ten) days of the corresponding notification of the Customer by Nets Estonia The Customer has the right, taking into account the provisions of the previous clause, to carry out, at the time of its convenience, the loading of the Payment Terminal Payment terminal lease agreement Page 2 of 7

3 program from the Nets Estonia Payment Terminal program loading centre The Customer has the right to install, upon the Acquirer s written consent and at its own expense, additional equipment on the Payment Terminal and to add additional functions to it The Customer does not have the right to assign the Payment Terminal to the sub-use of a third party without the prior written consent of the Acquirer The Acquirer shall have the right to inspect the condition and use of the Payment Terminal at any time and to enter for this purpose, with the approval of the Customer, the Customer s territory and rooms. 4. PAYMENT TERMINAL MAINTENANCE AND REPAIR 4.1. Payment terminal maintenance and repair shall be carried out by Nets Estonia Nets Estonia shall repair the Payment Terminal within four business days of receiving it from the Customer for repair. Upon delivering the payment terminal to Nets Estonia for repairs, the Customer is obliged to provide explanations regarding the deficiencies in the operation thereof and inform Nets Estonia of all circumstances that may be necessary for the successful performance of the repairs At the request of the Customer, Nets Estonia shall accept the payment terminal for repair and, after repair, return it to the Customer at the place it is used according to the Agreement In the event of a malfunction in the Payment Terminal which Nets Estonia is not able to resolve over the telephone, the payment terminal is subject to replacement. Nets Estonia shall ready the new Payment Terminal and deliver it to the Customer on the same business day as the error report if the error report was received by Nets Estonia before 12 noon, otherwise no later than the next business day. Upon replacement of the Payment Terminal, the parties shall sign corresponding Instrument of Delivery and Receipt. 5. RENTAL CHARGES, FEE FOR REPAIR AND MAINTENANCE SERVICE 5.1. The Customer shall pay the Acquirer rental charges pursuant to the price list in Annex 1 to the Agreement. The calculation of rent shall not be influenced by the extent to which the Customer used (if at all) the Payment Terminal for receiving card payments. If a Customer is charged a rental rate that pursuant to Annex 1 includes compensation for repair services, the calculation of rent shall not be influenced by the extent to which the Customer used (if at all) the repair service. The Customer shall pay rental charges monthly. If the Payment Terminal is delivered to the Customer prior 15th calendar day of the current month, the first rental calculation period shall begin on the 1st calendar day of that respective calendar month. If the Payment Terminal is delivered to the Customer after 15th calendar day of the current month, the rental calculation period shall begin on the 1st calendar day of the next calendar month. The Acquirer shall present an invoice to the Customer regarding the rent payable. In case of return of Payment Terminal to the Acquirer, the rental period is deemed to have ended on the last day of the preceding calendar month if the Payment Terminal has been returned to the Acquirer by the 10th calendar day of the current month. In case the Payment Terminal is returned to the Acquirer after 10th calendar day of the current calendar month, the rental period is deemed to have ended on the last day of that respective calendar month and the Customer shall receive rental invoice for the full calendar month The maintenance and repair service provided by Nets Estonia to the Customer shall be paid for by the Acquirer to Nets Estonia. To compensate the aforesaid expenses to the Acquirer, the Acquirer shall invoice the Customer on a monthly basis or at any other frequency determined by the Acquirer. If a Customer is charged a rental rate that pursuant to Annex 1 includes compensation for repair services, the Acquirer shall not invoice the Customer separately for maintenance and repair service If according to the Acquirer s valuation, the repair of Payment Terminal is not feasible, the Customer is obliged to indemnify the Acquirer for the residual value of the Payment Terminal. A three-year depreciation period shall be used to calculate the residual value of the Payment Terminal. To indemnify the residual value, the Acquirer shall present an invoice to the Customer. Upon compensation of the residual value, the ownership right to the Payment Terminal shall be transferred to the Customer The Acquirer shall debit amounts shown on the invoices presented to the Customer under this Agreement together with the accrued default payment interest from the Customer s bank account without a separate payment order by the Customer. The Customer is obliged to ensure that there are sufficient funds on the Customer s Bank account to perform the aforesaid payment obligations. In case of insufficient funds to perform the payment obligation, the Acquirer shall assess a fine for delay of 0.2 % (zero point two per cent) of the overdue amount for each delayed day The Acquirer shall have the right to change the Agreement, including the price list specified in Annex 1 to the Agreement, unilaterally by notifying the Customer at least 15 (fifteen) days in advance. If the Customer does not consent to the changes t, the Customer shall have the right to terminate the Agreement before the changes take effect. In case the Customer has not terminated the Agreement prior to the date the changes took effect, it will be assumed that the Customer has agreed with the changes. Payment terminal lease agreement Page 3 of 7

4 6. TERM, TERMINATION AND EXPIRY OF THE AGREEMENT 6.1. The Agreement shall enter into force on signing and remain in force without a term The Agreement shall expire: upon agreement of the Parties at the initiative of a Party informing the other Party thereof at least one month in advance; at the initiative of a Party without an advance notice if the other Party is in material breach of the Agreement, including being in breach of any payment obligation stated in Clause 5.; upon expiry of the Agreement for Servicing Card Payments referred to in clause The expiry of the Agreement, regardless of the grounds of the expiry, shall not release the Parties from the fulfilment of their contractual obligations arising from the Agreement The Customer shall return the Payment Terminal to the Acquirer within five days of the expiry/termination of the Agreement, together with accessories and the documentation related to the Payment Terminal, in the condition in which it was delivered, considering normal wear and tear. The Parties may agree that instead of the Acquirer, the Customer shall return the Payment Terminal to Nets Estonia. The Customer shall not be compensated for improvements made to the Payment Terminal which cannot be removed without damaging the Payment Terminal. A respective Instrument of Delivery and Receipt shall be signed upon return of the Payment Terminal The Acquirer or Nets Estonia shall specify the technical condition of the Payment Terminal within 10 (ten) days of its returning. If the condition of the Payment Terminal does not conform to the requirements specified in the previous clause, the Acquirer shall notify the Customer within 20 (twenty) days of the return of the Payment Terminal and present a corresponding demand for compensation, which shall be payable within 14 days 6.6. The Customer has the right to buy out at any time from Nets Estonia the Payment Terminal granted into the Customer s use. Upon presenting a buy out application to Nets Estonia, Nets Estonia shall invoice the Customer for the sales price. The Customer is obliged to inform the Acquirer of the submission of the buy out application. Upon buying out the Payment Terminal, this Agreement shall expire as of the day following the payment of the aforementioned invoice. Nets Estonia shall continue provision of Payment Terminal maintenance and repair service on the basis of agreements to be entered into between the Customer and Nets Estonia. The principle for calculating the Payment Terminal sales price is specified in annex 1 to the Agreement. 7. LIABILITY OF THE PARTIES 7.1. The Customer is obliged to compensate the Acquirer for the calculated residual value of the Payment Terminal upon destruction, loss, theft of the Payment Terminal and other such cases If the Payment Terminal returned by the Customer is in a condition worse than the condition described in clause 6.3, the Customer is obliged to compensate the Acquirer for the calculated residual value of the Payment Terminal or the reinstatement value pursuant to the calculation presented by the Acquirer If the Customer does not return the Payment Terminal during the term specified in clause 6.3, the Customer is obliged to pay contractual penalty of EUR 6,40 (six euros and forty cents) for each delayed day. In case the Customer does not return the Payment Terminal voluntarily, then the Customer shall remedy the costs borne by the Acquirer or Nets Estonia from returning the Payment Terminal The Acquirer shall not be liable for the services provided to the Customer by Nets Estonia. If Nets Estonia has caused damage to the Customer by failure to comply with its obligations, the Acquirer shall transfer to the Customer an indemnity for damage in the extent to which Nets Estonia has paid a corresponding indemnity to the Acquirer (if any). 8. APPLICABLE LAW AND RESOLUTION OF DISPUTES 8.1. Estonian law shall be applied to the Agreement Differences of opinion shall be resolved by the Parties by way of negotiations. Upon failure to achieve an agreement, the interested Party shall turn to the Harju County Court to resolve the dispute. 9. FINAL PROVISIONS 9.1. All amendments and addenda to the Agreement, except for the amendments stipulated in clause 5.5., shall be in written form and signed by the Parties This agreement is compiled and signed in two (2) identical copies, of which one copy shall be retained by each Party. Parties data Acquirer* Name: Kortaccept Nordic AB Estonia Branch Register code: Address: Liivalaia 45, Tallinn Signatures of the representatives of the Parties: Customer: * Nordea Bank AB Estonia Branch on behalf of Kortaccept Nordic AB Estonia Branch Payment terminal lease agreement Page 4 of 7

5 APPENDIX No. 1 All prices are without VAT. RENTAL CHARGES FOR PAYMENT TERMINAL SERVICE Use without a term Communication solution of the Terminal Rental charge without repair service / month Rental charge with repair service / month Internet connection LAN / phone line DIAL-UP Internet connection LAN + XML* GSM / BATTERY POWERED GSM / MAINS SUPPLY BLUETOOTH / BATTERY POWERED BLUETOOTH / BATTERY POWERED+ XML* SIM CARD (GSM DATA, GPRS) *XML protocol which enables to connect cash register system with POS terminal Use for the term of up to 31 days (included) Communication solution Rental charge without repair service per day LAN / DIALUP 3.40 LAN + XML* 3.40 GSM / BATTERY POWERED (SIM card included) 5.37 GSM / MAINS SUPPLY (SIM card included) 3.40 BLUETOOTH / BATTERY POWERED 5.37 BLUETOOTH / BATTERY POWERED + XML* 5.37 If the amount to be paid in a calendar month for the use of the Payment Terminal for a fixed term exceeds the monthly fee applied for use without a fixed term, the rental charge accounted for the respective calendar month shall be the rental charge applied for use without a fixed term, excluding the repair service. Payment terminal program types Program Sales Cash Restaurant Preauthorisation Customer Loyalty cards DIALUP, LAN BATTERY GSM, MAINS SUPPLY GSM, LAN + XML, BATTERY BLUETOOTH + XML Payment terminal lease agreement Page 5 of 7

6 Purchase prices for payment terminals The sales price of a payment terminal is calculated, proceeding from the following principle: 1 Payment terminals with the depreciable life of four years: communication solutions DIALUP / LAN, MAINS SUPPLY GSM, CASH REGISTER PINPAD 1.1 Payment terminals with pre-purchase service life from 1 to 39 (included) months: Payment terminal purchase price x number of months until the end of depreciable life / 48; 1.2 Payment terminals with pre-purchase service life more than 39 months: up to (shall be specified by the Nets Estonia); 2 Payment terminals with the depreciable life of three years: communication solutions BATTERY GSM 2.1 Payment terminals with pre-purchase service life from 1 to 29 (included) months: Payment terminal purchase price x number of months until the end of depreciable life / 36; 2.2 Payment terminals with pre-purchase service life more than 29 months: up to (shall be specified by the Nets Estonia). 3 Payment terminals with the depreciable life of four years: communication solutions LAN + XML, BATTERY BLUETOOTH +XML 3.2 Payment terminals with pre-purchase service life from 1 to 39 (included) months: Payment terminal sales price = Payment terminal purchase price x number of months until the end of depreciable life /48; 3.3 Payment terminals with pre-purchase service life more than 39 months: up to (shall be specified by the Nets Estonia). VAT 20% shall be added to all of these prices. Special Terms Payment terminal lease agreement Page 6 of 7

7 Part of the Nets Group

PAYMENT TERMINAL TERMS AND CONDITIONS 2018

PAYMENT TERMINAL TERMS AND CONDITIONS 2018 www.nets.eu/payments Contents DEFINITIONS...3 1. SUBJECT MATTER OF THE AGREEMENT, DELIVERY OF THE PAYMENT TERMINAL...4 2. USE OF THE PAYMENT TERMINAL...4 3. PAYMENT