These Terms of Service (the “Agreement”) governs the Checkout and Split Payment between Dintero AS, corporate identity number 919656395, address Sandakerveien 138, 0484 Oslo, Norway, e-mail email@example.com (“Dintero”), and the entity who registered a Dintero Account (the “Merchant”)
This Agreement is effective when the representative of the Merchant click the “I Accept” button below.
By entering into this Agreement on behalf of the Merchant, the representative represent and warrant that: (i) it has full legal authority to bind the Merchant to this Agreement; (ii) it has read and understood this Agreement; and (iii) it agrees, on behalf of the Merchant, to this Agreement. The Merchant’s representative shall not click the “I Accept” button below if it does not have the legal authority to bind the Merchant.
By entering into this Agreement, the Merchant also accept the Acquirer’s T&Cs listed below (if the Acquirer is enabled in the Merchant’s Dintero Checkout).
This Agreement covers Dintero Checkout and Dintero Split Payment services. For other Dintero services, please contact Dintero for a separate agreement.
Dintero provides a wide range of services that enables and streamlines payments and insight-based loyalty for companies selling goods, services and content through physical or online stores or websites.
The Merchant operates a Trading Place, is part of a group that operates a Trading Place, or coordinates payments to and/or from Trading Places operated by third-parties.
This Agreement shall commence the effective date and shall continue in full force and effect for a period corresponding with the subscription model chosen by the Merchant, or until it is terminated by one of the Parties in accordance with section 14.
Acquirer: Swedbank Pay, Bambora, Collector, Vipps, Instabank, Santander, or other entity approved by Dintero as payment provider.
Agreement: The Terms and Conditions contained in this document.
Backoffice: Web interface that, among other things, enables the Merchant to see payments, disbursements, set up services and make technical integrations.
Charge: When the Merchant executes Settlement, after delivery of a product has taken place or that a service has been provided to End Customer.
Chargeback: A refund of a Transaction to the End Customer initiated by an Acquirer.
Dintero: Dintero AS, corporate identity number 919656395.
Documentation: The functional and technical description provided by Dintero to determine the programming interface, etc.
End Customer: A person who enters into agreement with an Operator for the sale of goods, services, or content on a Trading Place.
Force Majeure: An occurrence beyond the control of the Party affected, provided that such Party could not reasonably have foreseen such occurrence and could not reasonably have avoided or overcome it or its consequences.
Indemnified Person: Dintero and Relevant Persons subject to the indemnity provision in section 7 of this Agreement.
Merchant: The legal person with whom Dintero has entered into this Agreement. The Merchant may also be an Operator.
Operator: A legal person that sells goods, services, or content on a Trading Place. The Operator may also be a Merchant.
Payment Method: A way End Customers pays for goods, services, or content on a Trading Place, such as Vipps, invoice or card.
Payout: Dintero’s settlement solution.
Personal Data: Data or information relating to an individual as defined by local law in force at any given time.
Refund: A refund of a Transaction to the End Customer initiated by Dintero.
Relevant Persons: The owners, directors, officers, employees, consultants and agents of Dintero, and any successor or assignee of any such persons.
Sales: A sale between the Trading Place and an End Customer for a service, product, or content.
Services: The products Dintero Checkout and Dintero Split Payment.
Settlement: Financial settlement of Transactions between Acquirer or Dintero and the Merchant.
Trading Place: Physical or online-store or website where the Operator offers goods, services, or content to the End Customer.
Transaction: A payment transaction made by the End Customer to the Merchant or an Operator through a Payment Method.
4. The Services
The Services offered by Dintero are the at all times described products:
- Dintero Checkout https://www.dintero.com/our-services/dintero-checkout; and
- Dintero Split Payment https://www.dintero.com/our-services/split-payments.
Settlement is done by the Acquirer if not Dintero’s settlement solution Payout is enabled for the Merchant.
4.2 Merchant, Operator and Trading Place
If the Services are being used to facilitate Transactions on Trading Places not operated by the Merchant, the Merchant shall ensure that relevant Operators adhere to this Agreement.
For such Operators, the term Merchant shall mean Operator in this Agreement.
4.3 Service requirements, limitations, and restrictions
The Merchant shall use the Services in a lawful manner, obeying all laws, rules, directives, and regulations applicable to the Merchant’s use of the Services and the Transactions. The Merchant shall also comply with all applicable laws to them as a merchant and vendor of products, services and/or content. This includes for instance compliance with Norwegian and European marketing law, ecommerce law, consumer law, and cancellation law. The Merchant shall not use the Services, or enable any person or entity to use the Services, in breach of any restricted activities identified listed in the link provided: https://dintero.com/prohibited-businesses
4.4 Technical equipment, tests, and routines
Dintero will provide the Services to the Merchant, including Documentation.
Dintero provides the Services "as-is" and "as available". Dintero makes no representations or warranties of any kind, and all express or implied conditions, representations, and warranties including, without limitation, any implied warranty or condition of merchantability, fitness for a particular purpose, non-infringement, satisfactory quality, non-interference, accuracy of informational content, or arising from a course of dealing, law, usage or trade practice are hereby excluded to the extent allowed by applicable law and are expressly disclaimed by Dintero, its suppliers and licensors. Dintero does not warrant that the Services are error free or that all errors will or can be corrected.
The Merchant is responsible for implementing the Services in accordance with the Documentation in order to fulfil the Transactions on the terms of this Agreement, including any guidelines set by the Acquirers. Further, the Merchant is responsible to make any and all necessary adjustments upon updates in the Documentation.
The Merchant is responsible for performing all necessary testing prior to going live with the Services, in consultation with Dintero.
The Merchant shall be responsible for the technical equipment and software required for conducting sales on the Trading Place.
By accessing the Services in accordance with the Documentation the Merchant will be able to communicate with and transfer data to Dintero’s systems.
The Merchant shall not offer End Customers any goods, services, or content that in themselves may pose a risk to operation or stability of the Services. The Merchant shall not conduct its business in ways that may pose a risk to the operation or stability of the Services.
The Merchant is obliged to protect their systems, including storing passwords in a secure manner, and protecting its systems against unauthorized access.
The Merchant must comply with measures Dintero demands implemented to reduce fraud attempts and compliance with this Agreement.
For using Walley products, the Merchant also need to follow their fraud policy:
The Merchant is responsible for the security of the Trading Place, and is obliged to have an SSL certificate when communicating with Dintero’s systems.
The Merchant is responsible for ensuring that the integration of the Services complies with PCI DSS. The Merchant shall not store or transmit any card data, like card number or security code and other sensitive data, under any circumstances.
The Merchant is responsible for ensuring that sensitive information, such as login information, API keys, passwords, certificates, and the like, are used and handled in a secure manner and are kept secret. If Dintero issues instructions concerning a change or revision, the Merchant must comply with such instructions as soon as possible but no later than within seven (7) calendar days.
5. Obligations of the Merchant
The Merchant shall only Charge the End Customers when the goods, services or content purchased have been handed over to an independent third party for delivery, delivered or provided to the End Customer or when otherwise permitted by applicable law.
5.2 Requirements to online Trading Places
Online Trading Places, or Trading Places that facilitates distance-selling, must comply with applicable law and terms and conditions of Acquirers and at a minimum provide the following information to the End Customer at the time of the Transaction:
- The Merchant’s name, company registration number, address and country;
- Contact information where the End Customers can reach the Merchant’s customer service, at least providing email address and telephone number;
- Description of the goods, services, and content that Merchant sells, including all applicable prices, taxes and fees;
- Terms and conditions for the Sale, including regulations on the following: delivery terms, payment terms, shipping cost, and the End Customers’ right of withdrawal;
- A fair policy for the return of goods or cancellation of services, including any limitation on accepting returned goods or the cancellation of services;
- A button for approval of the order/purchase or other form of confirmation on the Trading Place, showing that the End Customer has approved the terms and conditions of the Sale and the Trading Place;
- Transaction currency (for example NOK);
- Any export restrictions; and
- Information about how Personal Data is processed fulfilling all the requirements in the GDPR, including articles 13 and 14.
The End Customer shall receive a receipt for each Sale. The receipt must comply with applicable law and terms and conditions of Acquirers and at the minimum contain the following information:
- The name and address of the Merchant;
- Amount paid;
- Date of purchase;
- The last four digits of the card number if the Payment method is card;
- Dintero transaction ID; and
- The delivery address.
5.3 Prevention of money laundering or terrorist financing
Subject to statutory law, Dintero and Acquirer must implement certain customer due diligence measures in order to prevent the use of financial systems for the purpose of money laundering or terrorist financing. As part of the due diligence measures Dintero is obligated to verify the identity of the Merchant and the Merchant’s beneficial owners. Dintero may also be obliged to perform customer due diligence measures on the End Customer. The Merchant shall provide Dintero all the information, documentation etc. necessary for Dintero to comply with its due diligence obligations and shall in good faith cooperate with Dintero in that respect.
5.4 Risk assessment and audit
Dintero and Acquirers reserves the right to perform a risk assessment of the Merchant at any time, including by obtaining credit information relating to the Merchant and its owners, board members, management, and authorized signatories, and by requesting the disclosure of financial statements and other information required in order to perform an assessment of the Merchant’s creditworthiness and risk profile. This information may include documentation of necessary licenses as well as information about revenue related to prepayments.
The Merchant is obligated to inform its owners, board members, management, and authorized signatories that they may be included in the risk assessment of the Merchant.
If, on the basis of the risk assessment, Dintero deems it necessary to do so, Dintero or Acquirer may, with immediate effect:
- Demand a bank guarantee or other type of guarantee from the Merchant
- Withhold Settlements as collateral
- Withhold the Merchant’s Settlement in whole or in part
- Extend the Settlement period for all or parts of the Merchant’s revenue
- Establish a risk and/or chargeback fee that the Merchant will be required to pay
- Amend or terminate this Agreement.
Dintero shall notify the Merchant of such measures in writing as soon as possible.
As part of the ongoing risk assessment, Dintero or Acquirer or a representative may conduct an unannounced physical inspection of the Trading Place or the Merchant’s premises to the extent they are relevant to this Agreement, which may include a security assessment and/or a general assessment covering servers and stored data, stock (if any), internal process or compliance with all security requirements imposed pursuant to this Agreement.
The Merchant shall also on a continuous basis and within two (2) working days after receiving a request from Dintero, provide Dintero with information related to the Transactions, such as documentation concerning the delivery, terms of contract, receipts, etc. for individual Transactions.
5.5 Changes in the Merchant’s circumstances
The Merchant must immediately inform Dintero in writing of any change in the circumstances reported to Dintero or Acquirer with the application for this Agreement or as stated in this Agreement form itself, including with respect to the changes in:
- Control of the Merchant;
- The ownership of 25% (twenty-five percent) or more of the Merchant or the Merchant’s share capital;
- The Merchant’s management (including board of directors, management, and general manager) as well as authorized signatories;
- The Merchant’s corporation form (e.g., a change from a sole proprietorship to a private limited company);
- Address, telephone number, website address (URL);
- E-mail address;
- Bank account number; or
- The documentation or information provided for customer due diligence.
In addition, the Merchant must inform Dintero if the Merchant makes significant changes to its product range or its payment and delivery conditions, e.g., use of prepayment, or if it anticipates significantly increased sales.
Furthermore, the Merchant shall inform Dintero of events that may be expected to affect, all or part of the cooperation pursuant to this Agreement. It is of particular importance that all planned changes to the Merchant’s online Trading Place and/or computer systems that may in any way be regarded as affecting the cooperation, are notified to Dintero in sufficient time prior to the change commencing.
Changes in accordance with this section may result in a new risk assessment and/or a requirement that a new agreement must be entered into with Dintero or Acquirer.
Any change to the Settlement account must be documented in writing in form of a confirmation from the bank/submission of account statements and must be signed by an authorized signatory or person holding the power of attorney in accordance with the rules governing powers to bind the Merchant.
6. The Relationship between the merchant and the End Customer
The Merchant is liable towards the End Customer for all defects and deviations in the goods, services and content sold, including issues concerning the quality, condition, and design/execution, as well as missing or inadequate delivery of goods/services to the End Customer or another party which the End Customer may have designated.
The Merchant is responsible for the claims from the End Customer relating to the product, services, and content. Dintero shall not be involved in the claims from End Customers.
7. Liability and Idemnification
Neither of the Parties shall be in breach of an obligation under the Agreement if the Party can establish that fulfilment of the obligation has been prevented by Force Majeure. The Party invoking Force Majeure shall, as soon as possible, notify the other Party of the Force Majeure situation. In the case of Force Majeure, each Party shall cover his own costs resulting from the Force Majeure situation.
The Parties are not under any circumstances responsible for indirect losses and damages, including but not limited to business interruption, loss of data or loss of profits or sales, lost or reduced savings, loss or damage of data, costs of equipment, loss of existing or potential customer agreements.
The Merchant accepts that Dintero (nor any of its respective owners, directors, officers, employees, consultants and agents and any successor or assignee of any such persons (the “Relevant Persons”)) shall not be liable to the Merchant for any claims, losses, damages, liabilities, costs, expenses, errors, inconvenience, or delays, including interference on the internet and unduly altered Transactions and Settlements through the decryption of encrypted in-transit messages between the Trading Place or other relevant Merchant systems and Dintero’s systems, suffered or incurred by the Merchant arising out of, or related to, the Services, except to the extent found to constitute gross negligence, willful misconduct or a breach of this Agreement on the part of Dintero in a final judicial decision, in which case the liability of Dintero shall be limited to the total fee earned by Dintero under this Agreement.
The Merchant further accepts to indemnify, defend and hold harmless Dintero and its Relevant Persons (each an “Indemnified Person”) from and against all claims, actions, proceedings, demands, losses, damages, liabilities, costs and expenses from Acquirers, End Customers or other third parties arising out of or in connection with the Services or which arise out of any breach by the Merchant of any of its obligations or duties it may be deemed to have given under the terms of this Agreement, which any Indemnified Person may suffer or incur in any jurisdiction and all costs and expenses incurred by any Indemnified Person shall be reimbursed by the Merchant promptly on demand, including those incurred in connection with the investigation of, preparation for or defence of, any pending or threatened litigation or claim within the terms of this indemnity or any matter incidental thereto; provided that there shall be excluded from such indemnification any such claims, losses, damages, liability, costs or expenses that arise primarily out of or are based primarily upon any action or failure to act by Dintero that is found to constitute gross negligence, willful misconduct or a breach of this Agreement on the part of the Indemnified Person in a final judicial decision, in which case the liability of Dintero shall be limited to the total fee earned by Dintero under this Agreement.
Without prejudice to any claim the Merchant may have against Dintero, no proceedings may be taken against any Relevant Person in respect of any claim the Merchant may have against Dintero.
8. Transactions Responsibilities
a) The Merchant will only accept payment for goods, services and/or content in single Transactions unless:
- Partial payment is entered on the Transaction receipt and the balance of the Transaction amounts are balanced out.
- A Transaction represents an advance deposit for a Transaction completed in accordance with this Agreement and the terms and conditions of the Acquirer.
b) The Merchant may not accept any payment representing a deposit or partial payment for goods, services and/or content to be delivered in the future without Dintero’s knowledge and consent and the payment being identifiable as a deposit.
c) The Merchant may not present any Settlement requests for Transactions through Dintero, or to an Acquirer, that represents or relates to the sale of goods, services and/or content for future delivery unless this is done in agreement with Dintero and the Acquirer.
d) The Merchant will not present, process or settle any Transactions through Dintero or an Acquirer that does not directly relate to a Sale between the Merchant and an End Customer, or any Transaction the Merchant know or should know to be illegal, fraudulent or not authorized by the End Customer in question.
e) The Merchant will not present any Transaction representing the refinancing or transfer of an existing obligation of an End Customer with the original Transaction unsettled without resolving this issue with Dintero first.
Dintero has the right to Refund a Transaction if the Merchant does not fulfill its obligations in accordance with this Agreement, the terms and conditions of the Acquirers or the terms and conditions entered into between the Merchant and the End Customer, provided the End Customer as a result of this makes a claim for a Refund against Dintero. Dintero shall not be obligated to investigate or challenge a claim for a Refund. Dintero may in its sole discretion decide whether the Merchant has fulfilled its obligations and shall provide the Merchant with a written statement regarding the decision. The amount of each Refund represents a debt immediately due and payable by the Merchant to Dintero, irrespective of whether a demand is made upon the Merchant for the value of any Refund(s).This debt may be set off against any Transaction that have not been Settled or against any collateral the Merchant have provided to Dintero.
Any refunds initiated by the Merchant will apply with the terms and conditions of the Acquirer and the terms and conditions between the Merchant and the End Customer and is subject to the following conditions:
a) In no event will the Merchant present a refund that exceeds the amount of the original Transaction.
b) The Merchant will only make a refund to the same card that the End Customer used for the purchase.
c) If the Merchant operates both in-store and as ecommerce, Refunds shall not be made in cash when the original Transaction was made using a card.
d) The Merchant may never accept cash or other compensation for making a refund to a card.
e) Dintero may in its sole discretion refuse to accept any refund processed through Dintero.
Dintero has the right to return a Transaction if an Acquirer claims a Chargeback for whatever reason (together with any Chargeback costs), even where all the requirements of this Agreement have been complied with. Chargebacks shall comply with the following:
a) A Chargeback can occur for any reason set out in the terms and conditions of the Acquirers.
b) Where a Chargeback is raised before the Transaction is Settled, Dintero will not be required to Settle the Transaction; or if the Transaction is already Settled, the Merchant must pay the value of that Transaction back to Dintero.
c) The amount of each Chargeback represents a debt immediately due and payable by the Merchant to Dintero, irrespective of whether or not Dintero or the Acquirers makes demands upon the Merchant for the value of any Chargebacks. This debt may be set off against any Transaction that have not been Settled or against any collateral the Merchant have provided to Dintero.
d) Dintero shall notify the Merchant of any Chargebacks which have occurred or been incurred.
e) Dintero shall not be obliged to investigate or challenge the validity of a Chargeback. Any objections to the Chargeback must be made by the Merchant directly to the Acquirer.
f) The Merchant will not resubmit or reprocess any Transaction that has been the subject of a Chargeback.
11. Prices and Terms
Dintero compensation for services rendered is regulated in the current price list and / or agreed price. Dintero has the right to start debiting the Merchant no later than one month after signing this Agreement.
During the current agreement period, Dintero shall have the right to make immediate price adjustments. Price adjustments shall be notified in writing to the Merchant.
Dintero has the right to deduct its fees prior to Settlement. Where Dintero cannot deduct the accrued fees before Settlement, Dintero will invoice the Merchant. Late payments of such invoices shall be subject to interest in accordance with the Norwegian Act on Interest on Overdue Payment of 17 December 1976 No. 100 calculated from the due date for payment of the invoice.
12. Suspension and cancellation of transactions
The Acquirer or Dintero can suspend Transactions in its sole discretion if:
a) The Acquirer or Dintero has reason to believe that the Transaction does not comply with this Agreement, the terms and conditions of the Acquirer or any applicable laws or regulations;
b) the Acquirer or Dintero has reason to believe that a Transaction may be subject to a complaint or claim;
c) the Acquirer or Dintero has reason to believe that a Transaction may be deemed to be fraudulent;
d) there are otherwise circumstances indicating any of letter a) to c) above or investigations undertaken or pending that will resolve any suspicion of letter a) to c) above, or
e) the Merchant’s credit or risk rating has deteriorated and the Merchant's ability to pay is reduced in the reasonable opinion of Dintero.
13. Refusal and suspension of services
Dintero may refuse or suspend any Services and Payout in its sole discretion that Dintero believes:
(a) may violate this Agreement or other agreements you may have with Dintero; or
(b) one Party commits a material breach of contract and
a) fails to implement corrections within thirty (30) days of the other Party having sent written notice of this to the Party who has been guilty of such breach of contract, or
b) are unauthorized, fraudulent, or illegal.
Upon knowledge or suspicion of unauthorized or fraudulent use, or that the Services are used for illegal purposes, Dintero may share any information related to such activity with the appropriate financial institution, regulatory authority, or law enforcement.
14. Term and Termination
Each party has the right to terminate this Agreement with three months written notice.
A Party shall have the right by notice in writing to the other Party to terminate the entire Agreement immediately if:
a) A party fails to pay, enters into liquidation, goes bankrupt or may otherwise be considered insolvent;
b) a Force Majeure situation lasts without interruption for 60 days or more, or it is evident that it will do so; or
c) one Party commits a material breach of contract and
- fails to implement corrections within thirty (30) days of the other Party having sent written notice of this to the Party who has been guilty of such breach of contract; or
- correction is not possible.
The Merchant shall have the right to terminate this Agreement in writing in the occurrence of a significant price increase in accordance with section 11 or a significant change to this Agreement in accordance with section 20. Such termination shall take effect when the increase or change takes effect.
Dintero shall also have the right to terminate this Agreement prematurely if the existing Acquirer to the Merchant terminates the agreement between the Acquirer and the Merchant, regardless of the reason for the termination. In that case, this Agreement shall terminate on the same day as the agreement between the Acquirer and the Merchant terminates.
Dintero has the right, with immediate effect, to terminate this Agreement, suspend part or all of its obligations under this Agreement, or refuse or suspend any Services, including the Payout solution, if there are reasonable grounds to believe that:
d) the Transactions mediated by, or the business conducted by, the Merchant are unlawful;
e) if the proportion of attempted fraud or other objections is disproportionately high;
f) Dintero becomes aware that the Merchant is acting fraudulently;
g) unauthorized persons have gained access to or there are security deficiencies in the communications of Dintero, the Merchant, Acquirers or other computer system, and the security or trust in the services offered by Dintero may thus be exposed to risk;
h) it is reasonable to assume that the Merchant will not have the opportunity or willingness to fulfill its obligations under this Agreement;
i) the Merchant has completely or partially breached or disregarded a not insignificant contract term in accordance with this Agreement;
j) the Merchant operates a business, or operates it in such a way that Dintero's reputation may be damaged;
k) the Merchant’s activities, goods, services, content or actions are viewed by Dintero to be damaging to the reputation of Dintero or the Acquirers;
l) fees to Dintero are not paid by the Merchant;
m) the Merchant does not pay its debt to Dintero in time, of which Dintero has the right to settle all outstanding debt that the Merchant owes Dintero, regardless of whether the Merchant are notified or not, against any Transactions not Settled or any collateral provided by the Merchant to Dintero; or
n) the Merchant enforces unreasonable contract terms towards End Customers.
Dintero is obliged to notify the Merchant in writing. Such notification may be sent after such termination, suspension, or refusal.
Dintero is obligated to Settle all Transactions that have arisen before the termination of this Agreement, regardless of whether such Settlements will be processed by Dintero before or after the termination of this Agreement, unless Dintero has a right to suspend or cancel the Transaction.
Upon termination of this Agreement, each of the Parties shall immediately, at the request of the other Party, return all documentation about such systems and / or programs provided by the other Party.
Termination of this Agreement, for whatever reason, does not affect the rights and obligations that have arisen for the Party before termination; contract terms which expressly or implicitly shall continue to apply after the termination of this Agreement shall thus have unchanged validity after termination.
If the Merchant engages an outside service agency to fulfill its obligations fully or partially under this Agreement, the Merchant is responsible for the service agency's activities and employees in the same way as for its own business.
Dintero may engage a subcontractor to fulfill all or part of its obligations under this Agreement. Dintero is responsible for such a subcontractor in the same way as for its own business. If a subcontractor is used, Dintero has the right to have it invoiced to the Merchant for any services performed by the subcontractor. In such cases, payment shall be made directly to the subcontractor.
Credit information companies that provide credit information to the Merchant as a subcontractor to Dintero, are obliged to conduct their business in accordance with the regulations that apply to credit information activities at all times. E.g., the Merchant has only the right to order credit information if there is a legitimate interest, such as a request to act on credit. Credit checks are carried out in accordance with the credit template in force at any given time.
During the term of this Agreement and for a period of five years thereafter, each party undertakes not to disclose information to any third party regarding the other party’s activities which may be deemed business or professional secrets without the other party’s consent. Information which the party states to be confidential shall always be deemed to be a business or professional secret.
The confidentiality obligation does not include such information which a party can prove has come to its knowledge in other ways than via this Agreement, or which is in the public domain other than by the breach of this Agreement. Nor does the confidentiality obligation apply when a party is statutorily required to disclose the information.
A party shall ensure that confidentiality as set forth above is observed by obtaining confidentiality understandings from personnel, or other appropriate measures. Each party is responsible for ensuring that engaged subcontractors, advisors, employees, and others who have a legitimate right to receive the information, treat such information in accordance with these confidentiality obligations.
The Merchant hereby authorizes Dintero to receive information on behalf of the Merchant from a third party, for example the Acquirer, if the information is delivered to Dintero as part of Dintero's assignment to the Merchant.
17. Intellectual Property Rights
Copyright, patent or other intellectual property rights in systems and programs developed by a Party or a third party, provided by the Party, are owned by that Party. The Party shall return all documentation about such systems and programs to the other Party when this Agreement terminates.
The Party is responsible for ensuring that the necessary rights to the system, program and other material provided by the Party are obtained from the affected right holders.
A Party is obliged at its own expense to defend and hold the other Party indemnified for losses and costs incurred by the injured Party as a result of a claim that a system, program, and other material provided by the other Party infringes an outside patent, copyright, trademark, or trade secrets, provided that the injured Party provides the other Party with (i) information about such claims and, upon request (ii) information and assistance to a reasonable extent.
If it turns out that there is a definite infringement, Dintero shall, to the extent possible and at its own choice, ensure that (i) receive rights for the Merchant to continue to use the Service or the Products, or (ii) replace or change affected Service or product so that it / it no longer causes infringement. If Dintero, despite its efforts, cannot guarantee the Merchant the right to use relevant Services or Products, or replace or change them, Dintero has the right to terminate the affected part of the license in writing in accordance with this Agreement with a notice period of thirty (30) days.
Dintero is not responsible to the Merchant for attempts at unauthorized access based on:
a) use of Services or Products in combination with other equipment or other software not specified or recommended in writing by Dintero, if the claim could have been avoided without such use;
b) changes in one or more parts of Services or Products made by the Merchant or any other third party, if the claim could have been avoided without such changes;
c) Merchant fails to install repair programs or updates within the time specified in this Agreement, if the claim could have been avoided without such failure;
d) use of Services or Products in any way other than that specified in the Dintero instructions, if the claim could have been avoided without such use;
e) requirements that Services or Products include the performance of protocols that are not owned or provided by Dintero or Dintero's subcontractor, and that constitute unauthorized access.
The ownership and related intellectual property rights to personal data in registers kept and compiled for the performance of the Service belong to the Merchant. Dintero shall return such registers to the Merchant when this Agreement terminates.
18. Processing of Personal Data
Processing of personal data is governed by the Data Processing Agreement attached in Annex 1.
The Merchant undertakes to inform its End Customers in an appropriate manner that payments made by the End Customer through the collaboration with Dintero are processed in a secure manner.
The Merchant is not entitled to make any changes or modifications to the Dintero logo.
The Merchant gives Dintero consent for marketing purposes where Dintero can publish the Merchant’s logo under the heading "Dintero Customers" or similar on an existing website in Dintero or another company belonging to the Dintero Group.
20. Changes and Additions
All written and oral obligations and / or promises that existed before this Agreement will be replaced by the content of this Agreement.
If the Merchant during the term of this Agreement wants a change in the Service, the Merchant must send a written request to Dintero. Said request shall contain an accurate description of the desired change.
Dintero shall, without unreasonable delay after receipt of proposed changes in accordance with the above, inform the Merchant whether, in what way, within what time frame and at what price the request / proposed change can be implemented and how the said change will affect the design and execution of the Service.
Dintero has, notwithstanding the previous part, the right to change terms in this Agreement or the design of the Service immediately to the extent required by law, government decisions, changes in national or international regulations for payments, changes in third party (e.g., redemption) system or other similar circumstance. The Merchant shall be notified of such changes.
Dintero also has the right in other cases than those stated above, to change the design of the Service or this Agreement immediately, if such change in Dintero's opinion will lead to an improvement or only insignificantly affect the said Service or Agreement. The Merchant shall be notified of such changes.
Otherwise, Dintero may in its sole discretion change the terms of this Agreement with one month written notice to the Merchant.
Neither Party has the right to assign this Agreement without the written consent of the other Party. Dintero has the right to transfer this Agreement in whole or in part to another company in the Dintero Group.
The Merchant accepts that all notices and information from Dintero is sent electronically to the Merchant’s email address in English language.
The Parties agree that a Party shall not engage in any activity that could harm the trust of any of the Parties or its trademarks, or that could be considered fraudulent.
The parties undertake to cooperate to a reasonable extent to prevent and investigate suspected criminal acts in connection with the Service. Each Party hereby undertakes to report actions to the other that may be suspected of constituting a breach or attempted breach and to provide documents as well as other written and oral information to the other Party that may facilitate the prevention and investigation of suspected criminal acts with affiliation with this Agreement.
Dintero's normal working hours are weekdays between 09.00-17.00 (CET).
Should any of the provisions of an Agreement or any part thereof prove to be invalid, this will not result in this Agreement being invalid in its entirety. To the extent that the invalidity affects the Party's dividends or performance in accordance with this Agreement, adjustment shall be made to an appropriate degree.
Dintero is authorized as a payment institution under supervision by the Norwegian Financial Supervisory Authority.
In accordance with section 2 of the Norwegian Financial Contracts Act of 25 June 1999 No. 46, all provisions in the Act that are not mandatory for customers who are not consumers are deviated from and do not apply between the Parties.
23. Dispute Resolution
Disputes concerning the interpretation and application of this Agreement as well as all legal matters that arise as a result of this, shall first and foremost be settled through negotiation between the Parties.
Disputes that cannot be resolved in a friendly manner in the above-mentioned manner shall be decided by a Norwegian court, of which the Oslo District Court shall be the first instance.
With regard to all views, such as interpretation, execution and validity, this Agreement shall be regulated on the basis of Norwegian law.