General terms and conditions

GENERAL TERMS AND CONDITIONS FORTUS PAY v 2024-10-02

For equipment for a shop, premises or similar physical place of business

1 DEFINITIONS

In these General Conditions, the following terms and expressions shall have the meanings set out below:

“General Terms and Conditions” means these Terms and Conditions in force from time to time;

“Alternative payments” means as set out in paragraph 7;

“Agreement” means these General Conditions;

“Authorized User” means a named individual designated by Customer to have access to Customer Data via any reports;

The “Commitment Period” means the period of time applicable to the separately signed agreement with Fortus International Solutions AB, as set out in clause 13, during which the Customer has the right to use the Equipment against payment of fees under the separate agreement.

“Website” means https://fortuspay.com/ including subpages;

“Acquirer/PSP “ means a bank or organization that offers card acceptance and acquiring services for national and/or international credit and debit cards itself or through an acquirer, or a payment service provider that is connected to multiple acquirers to process transactions;

“Customer” means the customer of the Supplier who enters into an agreement with Fortus International Solutions AB;

“Customer Data” means information that the Customer sends to and/or through the System in connection with the Transaction;

“Supplier” means Fortus International Solutions AB, corporate identity number 559184-5143, Falkenbergsgatan 3, 412 85 Göteborg, Sweden;

“Software” means the software developed by the Supplier (or third party) and used in the Hardware;

“End customer(s)” means the customers who buy from the Customer;

“System” means the IT systems (hardware and software), within the Supplier’s firewalls and under the Supplier’s control, used by the Supplier to process Transactions;

“Hardware“ means the hardware specified in a separate agreement with Fortus International Solutions AB;

“Applicable Personal Data Law” means the laws, ordinances and regulations in force from time to time relating to the processing of Personal Data applicable in Sweden. As of May 25, 2018, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);

“Transaction” means a payment transaction that is processed using the Equipment;

“Equipment” means the Hardware and associated Software provided by Supplier to Customer under a separate agreement with Fortus International Solutions AB.

2 GENERAL

These General Terms and Conditions shall, where applicable, form an integral part of a separate agreement with Fortus International Solutions AB concluded between the Supplier and the Customer regarding the Equipment and other services provided by the Supplier to the Customer under the Agreement. Separate general terms and conditions apply to any e-commerce by the Customer. If there are conflicting terms in the contract documents, they apply in the following order (i) the Separate Contract and (ii) these General Terms and Conditions.

The Supplier is entitled to amend or supplement these General Terms and Conditions from time to time with binding effect on the Customer. Amendments or additions shall be notified to the Customer in accordance with Clause 25 below no later than thirty (30) days before they come into force. If the amendments or additions are material and the Customer does not wish to accept the amendments or additions, the Customer is entitled, within thirty (30) days of the Supplier’s notification of the amendments, to terminate the Agreement in writing on the date on which the amendments or additions would otherwise become effective against the Customer.

3 COMMITMENTS OF THE SUPPLIER

The Supplier undertakes to provide the Customer with the Equipment in accordance with the Contract. The Equipment is delivered to the Customer’s place of business or specific delivery address specified in a separate agreement. The Supplier grants the Customer under the Agreement a non-exclusive, non-transferable and during the Term limited right to use the Equipment. For Customers who have a valid agreement with Acquiring / PSP with which the Supplier has an active agreement and technical support, the Supplier undertakes to provide the System for sending and receiving Transactions to/from Hardware and Acquiring / PSP. The Supplier is responsible for the operation, maintenance and supervision of the System in accordance with these General Terms and Conditions. The Supplier shall fulfill its obligations under the Agreement with care and in a professional manner. The Equipment is standard equipment provided “as is”. The Supplier does not warrant, either expressly or impliedly, that the Equipment or the System will meet the Customer’s requirements and expectations, or that the operation or use of the Equipment or services under the Contract will be uninterrupted or error-free. Any implied warranties regarding the Equipment or services such as satisfactory quality or fitness for a particular purpose are expressly excluded.

4 GENERAL OBLIGATIONS OF THE CUSTOMER

The Customer undertakes to enter into the necessary Acquiring agreements with the Acquiring Party. The Customer is responsible for complying at all times with the rules and procedures set out by Acquiring / PSP (and other partners of the Supplier) for carrying out Transactions. The Customer undertakes to follow the instructions communicated by the Supplier, from time to time, regarding the use of the Equipment and other services of the Supplier. The Customer undertakes to carry out the instructions within the timeframes specified by the Supplier. The Customer is responsible for ensuring that sensitive information, such as keys, passwords and the like are used and handled in a secure manner. The Customer shall immediately inform the Supplier of any suspected breach, or attempted breach, of law or security regulations in connection with a Transaction. The Customer further undertakes to notify the Supplier immediately in the event that the Customer has reason to believe that information has been incorrectly transmitted or sent via the Equipment. The Customer undertakes to notify the Supplier without delay if the Customer has reason to believe that the number of Transactions will significantly decrease or increase. The Customer is obliged to ensure that the Equipment is always in good and usable condition and to take good care of the Equipment in accordance with the Supplier’s and manufacturer’s instructions. The Supplier is entitled to inspect the Equipment at the Customer’s premises during the Commitment Period. The Customer shall be solely responsible for any loss or damage to the Equipment, regardless of whether or not the Customer is at fault. Such loss or damage does not relieve the Customer from the obligation to fulfill its obligations under the Agreement. The Customer shall, at its own expense, take out and maintain insurance for the Equipment during the Term. The Customer undertakes not to use the Equipment for activities that may be considered unethical or immoral, such as offering products or services whose sale or use violates the law and/or the contractual and licensing policies of Acquiring / PSP or other partners of the Supplier.

5 OWNERSHIP AND RIGHT OF USE OF EQUIPMENT

The Supplier is the owner of the Equipment. By this Agreement, the Supplier grants the Customer a non-exclusive, non-transferable right, limited during the Term, to use the Equipment in Sweden, in accordance with the terms of the Agreement and provided that all fees to the Supplier are paid on time. The Supplier is entitled to replace the Equipment at any time with other equivalent equipment. Before replacement takes place, the Supplier shall give the Customer reasonable notice that the Equipment will be replaced. The Supplier is also entitled, in accordance with applicable law, to temporarily suspend the Customer’s ability to use the Equipment until the replacement equipment has been delivered. The Supplier shall not be liable to the Customer for any hindrance to the use of the Equipment. This applies even if the obstacle is not caused by the Customer. Nor does such an impediment allow for a reduction or discharge of the Customer’s obligations under the Agreement. Should the Customer be declared bankrupt or legal action, such as seizure or attachment, be taken in respect of the Equipment, the Customer shall be obliged to inform the Supplier (or its rightholders) of its right to the Equipment, e.g. by presenting its copy of the Contract to the bailiff. The Customer is also obliged to immediately notify the Supplier or its assignee in writing of the measures taken.

The customer may not:

(a) pledge, sublet, sell or otherwise transfer or assign the Equipment

(b) without the written consent of the Supplier, assign the Contract to another party or dispose of the right to the Plant by agreement with another party,

(c) make or cause to be made any alterations or other modifications to the Equipment.

6 INTELLECTUAL PROPERTY RIGHTS AND LICENSE

The Supplier is the owner and/or licensee (and reserves all rights) to all products and services included in the Equipment and the System and related materials, software, source code, instructions, documentation and tools and all other related information and know-how. All copyright and other intellectual property rights relating to the Equipment and the System, and the products included therein, as well as related documentation and know-how, are the property of the Supplier (or the Supplier’s partners). The Agreement does not transfer any ownership, copyright or other intellectual property rights to the Equipment or the System to the Customer, except for the limited right to use the Equipment and the System that follows from the Agreement. A prerequisite for the Customer to be able to use the Equipment is that the Customer at all times has a valid license to use the Software with which the Equipment is delivered. The Software and the System are owned by the Supplier. The Supplier grants the Customer a non-exclusive license to use the Software in the Equipment for which the Customer has paid the prescribed fee during the Commitment Period. The Supplier is responsible for correcting errors in the Software verified by the Supplier free of charge. Otherwise, the Supplier is not liable for errors, malfunctions, interruptions or other types of disruption in the Software or the System. This section exhaustively regulates the Supplier’s liability for errors in the Software and the Customer’s right to compensation and other sanctions in the event of errors, malfunctions or interruptions in the Software or the System. The Supplier is also entitled to make changes to the Software and the System in order to comply with the regulations in force at any given time or to improve the functionality of the Software and the System.

The customer may not:

(a) disassemble or modify the Software or otherwise attempt to gain access to the Software or the System or allow anyone else to gain such access; or

(b) copy, transfer, assign, sublicense, lease, lend or otherwise dispose of the Software or permit any other person to have access to or to use the underlying software or its source code in any manner or by omission other than as expressly permitted in this Agreement or as otherwise required by mandatory law.

7 ALTERNATIVE PAYMENTS

The Supplier offers the Customer the opportunity to sign a separate agreement for the Alternative payment methods service, which enables the Customer’s End Customers to use payment methods other than card payments, such as invoice payments. A prerequisite for connection to the Alternative Payments service is that the Customer has signed a valid agreement with a service provider with which the Supplier has a cooperation agreement. The service providers with which the Supplier has entered into such a cooperation agreement are stated on the Website.

8 ACCESS TO THE SYSTEM

The System is normally available 24 hours a day, with the exception of the Supplier’s maintenance, upgrading and planned outages, and in circumstances described in section 16 (Disclaimer) below. The Supplier reserves the right to temporarily shut down the System for maintenance, upgrades and planned outages. The Supplier also reserves the right to make changes and updates to the System in order to continuously develop and improve the System. The Customer will be notified in advance on the Website in the event of planned interruptions. The Supplier also reserves the right to suspend the Customer’s access to the System in the event of the Customer’s breach of the Agreement, misuse of the System, suspicion of a crime or suspicion of an act that violates the law (e.g. law on measures against money laundering or terrorist financing), regulations or industry rules (e.g. PCI DSS rules or rules issued by VISA/MasterCard), or similar circumstances.

The Supplier is not liable to the Customer for obstacles in the use of the System. This applies even if the obstacle is not caused by the Customer. Nor does such an obstacle allow a reduction of or release from the Customer’s obligations under the Agreement. In the event of an interruption, error or malfunction in the System, the Supplier undertakes to take remedial action. Otherwise, the Supplier is not responsible for errors, malfunctions, interruptions or other types of disruption in the System.

9 COMPENSATION AND PAYMENT TERMS

Prices and charges for Equipment, accessories and services are set out in a separate agreement with the Supplier. The Supplier reserves the right to adjust prices from time to time. All prices are exclusive of VAT. The customer pays the freight for Equipment and accessories. Invoicing for Equipment and accessories takes place upon delivery and all monthly fees are invoiced quarterly in advance. Invoicing per Transaction is monthly in arrears. Payment shall be made within fourteen (14) days of the invoice date unless otherwise agreed between the parties. If the Customer wishes to transfer the Agreement or requests a change to the Agreement, wishes to change information provided at the time of entering into the Agreement or otherwise causes the Supplier administrative work that goes beyond what the Supplier has undertaken under the Agreement, the Supplier is entitled to charge the Customer an administrative fee. Examples of situations where the Supplier is entitled to charge such an administrative fee are if the Customer requests a change of Acquiring Party / PSP, change of address, addition or deletion of Authorized User or if the Customer has not followed the instructions provided by the Supplier and this causes the Supplier additional work. Payment to the Supplier shall be made via bankgirot’s automatic payment service, Autogiro. The Customer undertakes to give consent to payment to the Supplier via Autogiro in accordance with the Supplier’s Autogiro application form in force from time to time, available via the Website, and to take the other measures required for money to be automatically transferred from the Customer’s bank account to the Supplier in accordance with the Agreement. If payment is not made on time, the Customer shall pay the Supplier interest on the amount due at a rate of 2.0% per month or part thereof, and – if the Supplier so requires – reimburse the Supplier’s costs for payment reminders. If the Customer is in arrears with payment for more than thirty (30) days after the Supplier has requested the Customer to pay the amount due, the Supplier has the right to shut down the Customer’s Equipment or cease the service to which the payment relates until payment is made. The Supplier is also entitled to terminate the Agreement with immediate effect by written notice to the Customer. In the event of termination due to the Customer’s delay in payment, the Supplier is entitled to compensation for software loading, freight and other administrative costs in accordance with the Supplier’s prices applicable at the time of termination.

10 PERSONAL DATA

General. The Customer is the data controller for all processing of personal data that takes place in connection with this Agreement. The Customer is responsible for ensuring that the processing of personal data is carried out in accordance with Applicable Personal Data Legislation from time to time. End customers and the Customer’s employees are the categories of data subjects affected by the Supplier’s processing under this clause. The personal data processed is payment card information and other Customer Data. The processing will take place in order to process and register Transactions. The purpose of the processing is to fulfill the Supplier’s obligations under the Agreement, applicable law or regulation. The Supplier undertakes, with regard to personal data that the Supplier processes on behalf of the Customer under the Agreement, to process only personal data:

(a) in accordance with this Agreement, Applicable Personal Data Law,

regulation and guidelines communicated by competent supervisory authorities;

(b) in accordance with the Customer’s documented instructions. If the Customer’s instructions go beyond the Supplier’s standard functions, the Supplier is entitled to reimbursement on a current account basis for the actions taken in response to the Customer’s instruction; and

(c) at the request of the Customer, to amend or delete the personal data processed by the Supplier on behalf of the Customer, unless the data must be retained in accordance with applicable law or regulation. Notwithstanding the above, the Supplier may process personal data to the extent necessary for the Supplier to fulfill its obligations under applicable laws and regulations from time to time. However, it is incumbent on the Supplier to inform the Customer of the legal obligation before such processing is carried out, provided that the Customer is not prevented by applicable law from providing such information. The Supplier is always entitled to disclose personal data to the Acquiring Party / PSP for the purpose of enabling Transactions or to the police or other authorities in accordance with law. The Supplier shall immediately inform the Customer if the Supplier is unable to fulfill its obligations under this Agreement or if the Supplier considers that an instruction given by the Customer regarding the processing of personal data would be contrary to Applicable Personal Data Law, unless the Supplier is prohibited from providing such information under applicable law. Security. In accordance with the Applicable Personal Data Act and the Data Inspectorate’s guidelines, the Supplier takes appropriate technical and organizational security measures to protect the personal data processed from personal data incidents. Appropriate measures shall be taken taking into account technical possibilities, costs, specific risks of the processing and the sensitivity of the personal data being processed. The Supplier shall, at the Customer’s request, assist the Customer with the necessary information available to the Supplier to enable the Customer to fulfill, where applicable, the obligation to carry out impact assessments and prior consultations with the relevant supervisory authorities regarding the processing of personal data covered by this Agreement. Access to the personal data is limited to the personnel of the Supplier who need access to the personal data in order for the Supplier to fulfill its obligations to the Customer under this Agreement. Such personnel shall observe confidentiality in relation to the processing of personal data. The Supplier logs the personal data that the Supplier processes under this Agreement to enable investigation of personal data breaches. In the event of a personal data breach concerning the Customer’s personal data, the Supplier shall notify the Customer without undue delay after the Supplier has become aware of such personal data breach. The notification shall contain such information as prescribed in the Applicable Personal Data Act. The Supplier further undertakes to assist the Customer to the extent necessary to investigate the personal data breach and to enable the Customer to fulfill its legal obligations to notify the relevant supervisory authorities and data subjects. The Supplier continuously documents the measures that the Supplier takes to fulfill its obligations regarding the processing of personal data. The Customer has the right to receive the latest version of such documentation upon request. Furthermore, the Supplier shall allow the Customer, or a third party appointed by the Customer, to carry out an audit, including inspection, of the Supplier’s compliance with the requirements imposed on the processing of Personal Data under this Agreement. The Supplier shall be notified in writing of the Customer’s intention to carry out such inspection, no later than thirty (30) days before the inspection takes place. The Customer shall ensure that any third party conducting the inspection on behalf of the Customer observes confidentiality in relation to any information, documentation or other material that the third party acquires in the course of the inspection. For the avoidance of doubt, the Customer shall bear the full cost of such third party carrying out the inspection. Sub-consultants. Customer acknowledges and agrees that Supplier’s performance of its obligations under this Agreement may involve the transfer of personal data to another third party (“Sub-processor”) which may include transfer to third countries. In the event of a transfer to a third country, the Supplier undertakes to ensure that the transfer is subject to appropriate safeguards including binding corporate rules or in accordance with the Applicable Personal Data Act unless there is such a special situation that involves an exception or decision on an adequate level of protection. The Supplier is entitled to enter into a Data Processing Agreement directly with such Sub-Processor on behalf of the Customer. The Data Processing Agreement shall contain provisions that impose obligations on the Processor that correspond to and are no less restrictive than those that apply to the Supplier under this clause. The Supplier further undertakes to inform, in accordance with the Applicable Personal Data Act (i) the identity of the Sub-processor (ii) the type of service performed by the Sub-Processor (iii) and the location of the Sub-processor’s processing of personal data on behalf of the Customer. The Customer has the right to object to the Supplier using a Sub-Processor, in which case the Supplier and the Customer shall seek a consensual solution. In the event that the Subcontractor does not fulfill its obligations under this paragraph, the Supplier is fully liable to the Customer for the performance of the Subcontractor’s obligations. Miscellaneous. The Supplier shall to a reasonable extent assist the Customer with the request of a data subject to exercise, in accordance with the Applicable Personal Data Act, the rights of data subjects under the Applicable Personal Data Act. At the end of the Term, the Supplier undertakes to securely destroy or de-identify the personal data held by the Supplier (and any Sub-Processor) on behalf of the Customer, unless retention of the personal data is required by applicable law or regulation. At the Customer’s written request and expense, the Supplier undertakes, instead of deleting or de-identifying the personal data, to return the personal data to the Customer. The Customer warrants that any transfer or provision of personal data to the Supplier and by allowing the Supplier to process personal data under this Agreement is in accordance with the Applicable Personal Data Law.

11 SECRECY

The Customer undertakes not, without the Supplier’s written consent, to disclose to third parties during the Commitment Period any information about the Supplier’s business that may be regarded as the Supplier’s business or professional secret or information that is otherwise regarded as confidential (“Confidential Information”). However, the obligation of confidentiality does not apply to:

(a) such information as the Customer can show is generally known;

(b) information which comes to the knowledge of the Customer otherwise than through the Customer’s breach of the Contract;

(c) information of which the Customer can prove that he was already aware when he received the information from the Supplier;

(d) information received by the Customer from a third party without being bound by confidentiality in relation to that third party; or

(e) such information as the Customer is required to disclose by law or regulation.

The customer shall ensure that employees and other hired personnel as well as consultants are obliged to comply with the confidentiality undertaking set out in this clause 11 by means of the necessary confidentiality undertaking.

12 TRANSMISSION

The Customer may not assign the Contract without the Supplier’s written consent. In the event of such consent, the Supplier is entitled to re-sign the Contract with the acquiring party at the Supplier’s price in force at the time of the transfer, as stated in the separate agreement in question and other terms and conditions. The Supplier is entitled to charge an administrative fee for the transfer. The Supplier may, without the Customer’s consent, transfer the Agreement or the performance of obligations under it to another company within the same group as the Supplier and transfer the right to receive payment under the Agreement to a third party. The Supplier may also transfer the Contract to a third party provided that the agreed prices, services and other obligations under the Contract do not adversely affect the Customer more than to an insignificant extent.

13 TERM, COMMITMENT PERIOD AND TERMINATION

The Agreement must be signed by an authorized signatory for the Customer and is thus binding on the Customer. The Supplier reserves the right to accept or deny the Customer the right to enter into an Agreement. Upon the Supplier’s order confirmation (acceptance) by e-mail or post to the address specified by the Customer in the order, both parties are bound by the Order and a binding separate agreement with the Supplier exists during the Binding Period specified in the separate agreement.

14 EARLY TERMINATION OF THE CONTRACT

Either party shall be entitled to terminate the Contract with immediate effect if the other party fails in any material respect to fulfill its obligations under the Contract and fails to take corrective action within thirty (30) days after written notice thereof. The Supplier shall also be entitled to terminate the Contract with immediate effect and take back the Equipment in the following cases:

(a) if the Customer, by not fulfilling its obligations under this Agreement, jeopardizes the Supplier’s ownership of the Equipment or the System or the value thereof, e.g. by neglect of the Equipment or refuses to allow the Supplier to inspect it,

(b) if the Customer is more than 30 days in arrears with payment to the Supplier,

(c) if the Customer suspends payments, enters into composition proceedings, is declared bankrupt or goes into liquidation or can otherwise be assumed to be insolvent to such an extent that the agreed fees are not paid in full,

(d) if the Customer does not take out or maintain insurance for the Equipment,

(e) or if the Customer otherwise fails to comply with a provision of this Agreement that is important to the Supplier,

(f) if the Customer does not have a valid contract with Acquiring / PSP. If the Agreement is terminated by the Supplier in accordance with this clause 14, a settlement shall be made whereby the Customer shall, upon receipt of the Supplier’s final invoice, pay all fees due and not yet paid, together with any penalty interest, all the Supplier’s costs or other damages caused by the early termination. The Supplier shall also be entitled to shut down the Equipment with immediate effect.

15 LIMITATION OF LIABILITY

The Supplier is only liable for direct damages, with the limitation stated below, arising from the Supplier’s breach of the Contract. The Supplier is not liable, unless the damage has been caused by the Supplier’s intent or gross negligence, for indirect damage such as, for example, loss of profit, loss of revenue (such as non-executed Transactions), loss of production, loss of data, costs for equipment, loss of existing or potential customer agreements or similar costs. The Supplier is also not liable for errors, inconvenience, damage or delays attributable to the Customer’s hardware or software or for damage incurred by the Customer that is attributable to third parties and third party IT systems or to disruptions on the Internet beyond the Supplier’s control. The Supplier is only liable to the Customer for its obligations under the Agreement. The Supplier’s total liability for damage arising from the Agreement is limited to the total compensation paid by the Customer to the Supplier six (6) months prior to the occurrence of the event giving rise to damages, however, a maximum of three (3) price base amounts.

16 EXEMPTION FROM LIABILITY

If the Supplier is prevented from fulfilling its obligations under the Agreement by circumstances beyond the Supplier’s control, such as labour disputes, failure of telecommunications operators, lightning strikes, fire, war, mobilization or military call-ups on a large scale, requisition, seizure, currency restrictions, changes in law, government regulations, riots and insurrections, restrictions on motive power, general shortage of transport, goods and energy, and failure or delay in delivery by a subcontractor due to any of the circumstances mentioned herein, shall constitute grounds for relief, which shall entail postponement of the time for performance and relief from other penalties. This shall apply irrespective of whether the cause of the delay occurred before or after the agreed delivery date. If the performance of the Contract is substantially prevented for a period of more than six (6) months, due to the circumstances specified above, either party may terminate the Contract in writing without liability for compensation.

17 COMMUNICATIONS

If a notice concerning this Agreement from the Supplier or the Customer has been sent to the other party by e-mail or letter to its stated address, the notice shall be deemed to have been received by the addressee no later than on the third (3rd) day after it was sent. Notification by the Supplier of changes to these General Terms and Conditions is usually made by letter and/or on the invoice to the Customer. The Supplier may also publish information regarding this Agreement on the Website.

18 APPLICABLE LAW

Swedish law shall apply to the Agreement. Disputes arising out of or in connection with the Agreement shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitration shall be held in Swedish and take place in Stockholm.