Payment Addenda - Digital River - EN

Payment Addenda

Direct Debit (ELV) Addendum

These ELV Support Standards are in addition to the terms in the Agreement. Capitalized terms used in these Standards have the same meaning as they do in the Agreement.

  1. ELV Support. The parties will by use of the Order Form agree on those countries in which we shall accept payment by shoppers using the “Elektronisches Lastschriftverfahren” or any other agreed direct debit payment method (“ELV”). We shall configure our Solution to accept payment via ELV from shoppers purchasing Products through each such ELV enabled country in a Transaction (each, an “ELV Transaction”).  Within the Order Form, you shall select one of the following two (2) fulfillment options for ELV Transactions by checking the appropriate box below (if no box is checked, you shall be deemed to have checked the delayed fulfillment option):

(i) We shall implement real-time fulfillment of Products ordered by a shopper through an ELV Transaction.

(ii) We shall implement a seven (7) business day delay on the fulfillment of Products ordered by a shopper through an ELV Transaction.

  1. ELV Payment Reversals. You agree and acknowledge that payments by ELV are subject to two (2) forms of payment reversals (collectively, “ELV Payment Reversals”): (a) a payment rejection initiated by a bank involved in the ELV payment (a “Bank-Initiated Payment Rejection”), and (b) a payment reversal initiated directly by the shopper (an “Shopper-Initiated Bank Payment Reversal”). You further acknowledge that the operating rules of banks accepting ELV payments, and the laws, rules and regulations applicable to ELV payments, shoppers and banks may have a right to cause an ELV Payment Reversal without any reason for an extended period of time following the date of the ELV Transaction (which period may be longer than the returns period applicable to the ELV enabled country), thereby increasing the risk of fraud and payment reversals for transactions on which ELV is used as a payment method.  You further acknowledge that use of real-time fulfillment for ELV Transactions further increases the risk of fraud and payment reversals.  For the avoidance of doubt, a refund paid by us to a shopper who contacts our customer service directly to effectuate a return in accordance with the return policy for a Product shall not be considered either a Shopper-Initiated Bank Payment Reversal or a Bank-Initiated Payment Rejection.

For the avoidance of doubt, each Product subject to an ELV Payment Reversal shall be treated by both of us as an order-level satisfaction refund validly provided by us.  Notwithstanding anything to the contrary in the Agreement, we shall bear no liability or risk in connection with, and you shall be solely responsible for all liability and risk in connection with, any payment reversals and fraud in connection with ELV Transactions, including without limitation for Bank-Initiated Payment Rejections and Shopper-Initiated Bank Payment Reversals.  We shall have the right to offset the entire amount of any ELV Payment Reversals received by us against amounts payable by us to you under the Agreement (for the avoidance of doubt, we shall be entitled to retain our fees on each Products subject to an ELV Payment Reversal).

You shall be solely responsible for reversing any shoppers’ license key entitlements or other usage rights to a Product resulting from an ELV Payment Reversal.

eFinancing Addenda (DE, ES, IT, UK)

eFinancing (DE) Addendum

This eFinancing (Germany) Addendum is in addition to the terms in the Agreement. Capitalized terms used in this Addendum has the same meaning as they do in the Agreement.

The following terms shall be added to the Agreement:

  • “Approved Goods and Services” means those goods and/or services of yours that are approved by us as products eligible for the use of a Credit Products.
  • “Approved Insurance/Warranty Product” means insurance, maintenance, warranty or warranty products of
    yours offered to shoppers.
  • “Bespoke Fees” any fees applicable for any customization work required by you in respect to the eFinancing Services.
  • “Commission” has the meaning as identified in section 11.
  • “Complaint” has the meaning as identified in Section 13.c.
  • “Credit Marketing Guidelines” means the instructions provided by us which governs the promotion of and communication of eFinancing to shoppers
  • “Credit Product” means combination of the effective annual percentage rate (“APR”) and the finance term as identified in the Order Form
  • “Loan Agreement” means an agreement between the eFinancing Partner and a shopper, pursuant to which the eFinancing Partner agrees to provide the shopper with a Credit Product
  • “Loss” for the purpose of these Standards means any claims, demands, actions, judgements, obligations, fines, recoveries and deficiencies, liabilities, costs, expenses, damages and losses (including, but not limited to, any direct losses, loss of profit and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses, but excluding any loss of goodwill, indirect loss or consequential loss).
  • “Maximum Loan Amount” means the maximum amount that the eFinancing Partner will advance to a shopper
    under a Loan Agreement, as set out in the Order Form
  • “Minimum Loan Amount” means the minimum amount that the eFinancing Partner will advance to a shopper
    under a Loan Agreement, as set out in the Order Form
  • “PangV” means the German law “Preisangabenverordnung” which governs the indication and transparency of prices of products offered to consumers.
  • “Sales Bonus” has the meaning identified in section 12.
  1. eFinancing Services. We will enable e-financing services in the meaning of supporting certain Credit Products offered and provided by a partner selected by us (the “eFinancing Partner”), as an enhanced payment method usable by shoppers in connection with transactions through the locales selected in the Order Form (“eFinancing Services”).  To support such eFinancing Services, we will introduce shoppers seeking credit to purchase their product to the eFinancing Partner and enable such shoppers to submit applications for Credit Products to the eFinancing Partner through the Solution. Use of eFinancing Services requires the approval of the application by the eFinancing Partner that shall usually happen instantly (if additional information is requested by the eFinancing Partner such approval might be delayed). Once the shopper has been approved by the eFinancing Partner, the shopper can finalize the order by use of the enhanced payment method. The respective Credit Product is then provided based on agreement Loan Agreement between the shopper and the eFinancing Partner.
  2. eFinancing Partner. At our sole discretion, we may add or change an eFinancing Partner. You agree and acknowledge the following in respect to the eFinancing Partner:
    1. All credit decisions are solely made by the eFinancing Partner and are subject to change and are not in any way guaranteed. We shall have no liability for the credit decisions of our selected eFinancing Partners.
    2. The eFinancing Partner has the right to change or amend the Credit Products it offers, and the terms of these Credit Products at any time and at its absolute discretion. We will provide you with reasonable advance notice of changes prior to them going into effect.
    3. Furthermore, the eFinancing Partner decides whether a product of yours shall be considered as an Approved Product or Service or Approved Insurance/Warranty Product, eligible for a Credit Product. Determination of Approved Products and Services and/or Approved Insurance/Warranty Product by the eFinancing Partner are subject to change and in no way guaranteed.
  3. Loan Amount. You acknowledge that the eFinancing Partner shall not enter into any Loan Agreement for an amount which is (a) smaller than the Minimum Loan Amount; or (b) greater than the Maximum Loan Amount as defined in the Order Form. Minimum and Maximum Loan Amounts are subject to change based on eFinancing Partner’s criteria; we will provide you with reasonable advance notice of changes prior to them going into effect.
  4. Implementation and Integration of eFinancing Services. We will be responsible for the implementation of eFinancing Services on the locales selected in the Order Form. While we will be responsible for displaying all required information on those portions of Store that are hosted by us, you will be responsible for displaying all required information on your website and those portions of your online store and your online shopping cart, to the extent we are not directly providing those Solutions to you. This required information may include but without limitation the placement of all required disclosures, notices and FAQs as directed by us or the eFinancing Partner. You shall be responsible for and required to ensure the integration to a certain interface provided by us to identify and communicate Approved Goods and Services and/or Approved Insurance/Warranty Products as well as PangV required data attributes for use on your website.
  5. Number of Credit Products. Except as approved by us in writing, only one Credit Product (as identified in the Order Form) may be implemented on the Solution (per website ID/per locale) at any given time. You can elect to change the certain Credit Product implemented based upon mutual agreement and subject to a mutually agreeable timeframe by both of us. Each Credit Product shall be offered for no less than thirty (30) calendar days on your website/on the locales selected in the Order Form and you will not be entitled to request a change of the Credit Product within these thirty (30) calendars days period.
  6. Marketing of eFinancing Services. You shall not without our prior written consent create, design, publish or disseminate any advertisement, marketing materials or shopper-facing documents of any nature which use the eFinancing Partner’s name, nor refer to, and/or display any material relating to, the eFinancing Partner on your website or on any other form of communication directed at shoppers. Any communication sent by or on behalf of you that references eFinancing Services must comply with the requirements as outlined in the Credit Marketing Guidelines. You acknowledge that the Credit Marketing Guidelines are derived from regulation in Germany (PAngV) and may change from time-to-time.  We will promptly update the Credit Marketing Guidelines due to any changes made and share with you.  You agree that any communications must be reviewed and approved by us and the eFinancing Partner(s) prior to publication according to the marketing review process outlined in the Credit Marketing Guidelines.  You agree that failure to comply with the Credit Marketing Guidelines or any other obligation in respect to that (e.g. requirement of advance approval, adherence to direction provided by us or the eFinancing Partner) may result in fines levied by German regulators and may result in revocation of your ability to offer eFinancing Services. We shall have the right to immediately terminate these Standards or immediately suspend eFinancing Services should you not adhere to the Credit Marketing Guidelines regardless of actions taken by German regulators.
  7. Promotion of eFinancing Services. You agree that no employee or subcontractor of yours is allowed to promote eFinancing Services to a shopper trough any means (telesales, chat, etc.). Promotion of eFinancing Services is limited to your website and email campaigns or other communications as outlined further above and previously approved by us and the eFinancing Partner.
  8. Communication Requirements. You shall ensure that neither your employees, nor any third party to whom you outsource any of your customer-facing services, communicate with shoppers in any way whatsoever regarding the eFinancing Partner and/or Credit Products and/or Loan Agreements, except as provided for in a finance call script provided by us to you.
  9. Incremental Margin. We both agree that the transaction costs and charges applicable to any transaction through the Solution for which a shopper selects a Credit Product as the manner of payment shall be increased by the percentage points outlined in the Order Form. In case the eFinancing Partner increases its fees to us at any time during the term of these Standards, we shall have the right to adjust the Incremental Margin accordingly provided however we give you not less than ten (10) calendar days prior written notice of any such adjustment.
  10. We shall pay to you a commission in respect of each paid out and completed Loan Agreement which relates to a Credit Product for which a figure appears in the ‘Commission’ column(s) of the tables(s) set out in the Order Form (the “Commission”). The Commission (if any) payable in respect of each such Loan Agreement shall be calculated as a percentage (as set out in the ‘Commission’ column(s) of the table(s) in the Order Form) of the Loan Amount advanced under that Loan Agreement. We agree to pay you the Commission on a monthly basis and provide a statement of Commission due for that period. In case of a cancellation, termination, rescission of, withdrawal from or early repayment (within the first 6 months) of the Loan Agreement by the shopper, we shall be entitled to set-off One Hundred Percent (100%) of the Commission paid to you from amounts owed by us to you.
  11. Sales Bonus. We will pay to you a Sales Bonus in respect of each paid out and completed Loan Agreement which relates to a Credit Product for which a figure appears in the ‘Sales Bonus’ column(s) of the tables(s) set out in the Order Form (the “Sales Bonus”). The Sales Bonus (if any) payable in respect of each such Loan Agreement shall be calculated as a percentage (as set out in the ‘Sales Bonus’ column(s) of the table(s) in the Order Form) of the Loan Amount advanced under that Loan Agreement. We agree to pay you the Commission on a quarterly basis at least within two (2) months following the end of the calendar quarter and provide a statement of Sales Bonus for that period. In case of a cancellation, termination, rescission of, withdrawal from or early repayment (within the first 6 months) of the Loan Agreement by the shopper, we shall be entitled to set-off One Hundred Percent (100%) of the Sales Bonus paid to you from amounts owed by us to you.  
  12. Your Further Obligations. In addition to your obligations outlined in the Agreement, you shall ensure compliance with the following obligations in respect to the eFinancing Services.
    1. You shall at all times act in good faith, not do anything which brings, or may bring, the business of the eFinancing Partner into disrepute and perform all of its obligations under these Standards with reasonable skill, care and due diligence and in accordance with all applicable laws, all other processes and procedures, of whatever nature, which the eFinancing Partner may notify to us from time to time; and all instructions of the eFinancing Partner.
    2. You shall notify us immediately if it becomes aware that any of the information supplied to the eFinancing Partner by a shopper is incorrect, misleading or has changed since it was submitted to the eFinancing Partner.
    3. You shall upon becoming aware of a claim or complaint, or potential claim or complaint, from a shopper in respect of (i) the products acquired by that shopper using a Credit Product; or (ii) the Credit Product provided to, or the Loan Agreement entered into by, that shopper; or (iii) the eFinancing Partner (each of (i) to (iii) being a “Complaint”), immediately notify us of the same.
  13. Your Indemnification Obligations. In addition to your indemnification obligations outlined in the Agreement, you and your successors and assigns shall indemnify us, our Affiliates, and our successors and assigns as follows:
    1. Promptly upon our written request, you and your successors and assigns shall indemnify us, our Affiliates, and our successors and assigns for any and all Loss suffered or incurred by us (either directly or as a result of an indemnification obligation in favor of the eFinancing Partner) and arising out of or in connection with any failure by you to comply with the provisions of section 7, 8 and 9 of these Standards (regardless of whether any such failure arises out of, or in connection with, (i) your negligence or (ii) any breach of these Standards by you).
    2. Promptly upon our written request, you and your successors and assigns shall indemnify us, our Affiliates, and our successors and assigns for any and all Loss suffered or incurred by us (either directly or as a result of an indemnification obligation in favor of the eFinancing Partner) and arising out of or in connection with a Complaint of a type referred to in section 13 (c) (i) above (regardless of whether the Complaint arises out of, or in connection with, (i) your negligence or (ii) any breach of these Standards).
  14. Termination. These Standards may be terminated to the end of a calendar month by either Party without cause upon thirty (30) calendar days prior written notice to the other Party. These Standards shall automatically terminate in the event the Agreement terminates for any reason. We furthermore have a right to immediate terminate these Standards in case the agreement with the eFinancing Partner or any other partner required to support eFinancing Services terminates for any reason.
  15. Events Upon Termination. Upon termination of these Standards for any reason, you shall immediately cease all use of any potential marketing material and shall immediately remove any references to the eFinancing Partner and/or to eFinancing Services and Credit Products from any shopper-facing documents and materials of any nature including but not limited to your website. You shall furthermore immediately cease to promote and offer the eFinancing Services and/or Credit Products by any means.

eFinancing (ES) Addendum

This eFinancing (SPAIN) Addendum is in addition to the terms in the Agreement. Capitalized terms used in this Addendum has the same meaning as they do in the Agreement.

The following terms shall be added to the Agreement:

  • “Approved Goods and Services” means those goods and/or services of yours that are approved by us as products eligible for the use of a Credit products.
  • “Approved Insurance/Warranty product” means insurance, maintenance, warranty or warranty products of
    yours offered to shoppers.
  • “Bespoke Fees” any fees applicable for any customization work required by you in respect to the eFinancing Services.
  • “Commission” has the meaning as identified in section 11.
  • “Complaint” has the meaning as identified in Section 13.c.
  • “Credit Marketing Guidelines” means the instructions provided by us which governs the promotion of and communication of eFinancing to shoppers.
  • “Credit product” means combination of the effective annual percentage rate (“APR”) and the finance term as identified in the Order Form
  • “Fixed Fee” means the fixed amount charged per order based on the Credit product, as set out in the Order Form
  • “Loan Agreement” means an agreement between the eFinancing Partner and a shopper, pursuant to which the eFinancing Partner agrees to provide the shopper with a Credit product
  • “Loss” for the purpose of these Standards means any claims, demands, actions, judgements, obligations, fines, recoveries and deficiencies, liabilities, costs, expenses, damages and losses (including, but not limited to, any direct losses, loss of profit and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses, but excluding any loss of goodwill, indirect loss or consequential loss).
  • “Maximum Loan Amount” means the maximum amount that the eFinancing Partner will advance to a shopper
    under a Loan Agreement, as set out in the Order Form
  • “Minimum Loan Amount” means the minimum amount that the eFinancing Partner will advance to a shopper
    under a Loan Agreement, as set out in the Order Form
  • “Setup Fee” means the fixed amount charged for integration, setup and testing as set out in the Order Form
  1. eFinancing Services. We shall enable e-financing services in the meaning of supporting certain Credit products offered and provided by a partner selected by us (the “eFinancing Partner”), as an enhanced payment method usable by shoppers in connection with Transactions through the locales selected in the Order Form (“eFinancing Services”).  To support such eFinancing Services, we shall introduce shoppers seeking credit to purchase their product to the eFinancing Partner and enable such shoppers to submit applications for Credit products to the eFinancing Partner through the Solution. use of eFinancing Services requires the approval of the application by the eFinancing Partner that shall usually happen instantly (if additional information is requested by the eFinancing Partner such approval might be delayed). Once the shopper has been approved by the eFinancing Partner, the shopper can finalize the order by use of the enhanced payment method. The respective Credit product is then provided based on agreement Loan Agreement between the shopper and the eFinancing Partner.
  2. eFinancing Partner. At our sole discretion, we may add or change an eFinancing Partner. You agree and acknowledge the following in respect to the eFinancing Partner:
    1. All credit decisions are solely made by the eFinancing Partner and are subject to change and are not in any way guaranteed. We shall have no liability for the credit decisions of our selected eFinancing Partners.
    2. The eFinancing Partner has the right to change or amend the Credit products it offers, and the terms of these Credit products at any time and at its absolute discretion. We will provide you with reasonable advance notice of changes prior to them going into effect.
    3. Furthermore, the eFinancing Partner decides whether a product of yours shall be considered as an Approved product or Service or Approved Insurance/Warranty product, eligible for a Credit product. Determination of Approved products and Services and/or Approved Insurance/Warranty product by the eFinancing Partner are subject to change and in no way guaranteed.
  3. Loan Amount. You acknowledge that the eFinancing Partner shall not enter into any Loan Agreement for an amount which is (a) smaller than the Minimum Loan Amount; or (b) greater than the Maximum Loan Amount as defined in the Order Form. Minimum and Maximum Loan Amounts are subject to change based on eFinancing Partner’s criteria; we will provide you with reasonable advance notice of changes prior to them going into effect.
  4. Implementation and Integration of eFinancing Services. We will be responsible for the implementation of eFinancing Services on the locales selected in the Order Form. While we will be responsible for displaying all required information on those portions of Store that are hosted by us, you shall be responsible for displaying all required information on the website and those portions of Store that are hosted by you. This required information may include but without limitation the placement of all required disclosures, notices and FAQs as directed by us or the eFinancing Partner. You shall be responsible for and required to ensure the integration to a certain interface provided by us to identify and communicate Approved Goods and Services and/or Approved Insurance/Warranty products as well as required data attributes for use on your website as required by local law.
  5. Number of Credit products. Except as approved by us in writing, only one Credit product (as identified in the Order Form) may be implemented on the Solution (per website ID/per locale) at any given time. You may elect to change the certain Credit product implemented based upon mutual agreement and subject to a mutually agreeable timeframe by both of us. Each Credit product shall be offered for no less than thirty (30) calendar days on your website/on the locales selected and you shall not be entitled to request a change of the Credit product within this thirty (30) calendar days period.
  6. Marketing of eFinancing Services. You shall not without our prior written consent create, design, publish or disseminate any advertisement, marketing materials or shopper-facing documents of any nature which use the eFinancing Partner’s name, nor refer to, and/or display any material relating to, the eFinancing Partner on your website or on any other form of communication directed at shoppers. Any communication sent by or on behalf of you that references eFinancing Services must comply with the requirements as outlined in the Credit Marketing Guidelines. You acknowledge that the Credit Marketing Guidelines are derived from regulation in Spain and may change from time-to-time.  we shall promptly update the Credit Marketing Guidelines due to any changes made and share with you.  You agree that any communications must be reviewed and approved by us and the eFinancing Partner(s) prior to publication according to the marketing review process outlined in the Credit Marketing Guidelines.  You agree that failure to comply with the Credit Marketing Guidelines or any other obligation in respect to that (e.g. requirement of advance approval, adherence to direction provided by us or the eFinancing Partner) may result in fines levied by Spanish regulators and may result in revocation of your ability to offer eFinancing Services. We shall have the right to immediately terminate these Standards or immediately suspend eFinancing Services should you not adhere to the Credit Marketing Guidelines regardless of actions taken by Spanish regulators.
  7. Promotion of eFinancing Services. You agree that no employee or subcontractor of yours is allowed to promote eFinancing Services to a shopper through any means (telesales, chat, etc.). Promotion of eFinancing Services is limited to your website and email campaigns or other communications as outlined further above and previously approved by us and the eFinancing Partner.
  8. Communication Requirements. You shall ensure that neither your employees, nor any third party to whom it outsources any of your customer-facing services, communicate with shoppers in any way whatsoever regarding the eFinancing Partner and/or Credit products and/or Loan Agreements, except as provided for in a finance call script provided by us to you.
  9. Incremental Fee. We both agree that the transaction costs and charges applicable to any transaction through the Solution for which a shopper selects a Credit Product as the manner of payment shall be increased by the percentage points outlined in the Order Form. In case the eFinancing Partner increases its fees to us at any time during the term of these Standards, we shall have the right to adjust the incremental fee accord
  10. Commission. We shall pay to you a commission in respect of each paid out and completed Loan Agreement which relates to a Credit Product for which a figure appears in the ‘Commission’ column(s) of the tables(s) set out in Order Form (the “Commission”). The Commission (if any) payable in respect of each such Loan Agreement shall be calculated as a percentage (as set out in the ‘Commission’ column(s) of the table(s) in the Order Form) of the Loan Amount advanced under that Loan Agreement. We agree to pay you the Commission on a monthly basis and provide a statement of Commission due for that period. In case of a cancellation, termination, rescission of, withdrawal from or early repayment (within the first 6 months) of the Loan Agreement by the shopper, we shall be entitled to set-off One Hundred Percent (100%) of the Commission paid to you from amounts owed by us to you.
  11. Your Further Obligations. In addition to your obligations outlined in the Agreement, you shall ensure compliance with the following obligations in respect to the eFinancing Services:
    1. You shall at all times act in good faith, not do anything which brings, or may bring, the business of the eFinancing Partner into disrepute and perform all of its obligations under these Standards with reasonable skill, care and due diligence and in accordance with all applicable laws, all other processes and procedures, of whatever nature, which the eFinancing Partner may notify to us from time to time; and all instructions of the eFinancing Partner.
    2. You shall notify us immediately if it becomes aware that any of the information supplied to the eFinancing Partner by a shopper is incorrect, misleading or has changed since it was submitted to the eFinancing Partner.
    3. You shall upon becoming aware of a claim or complaint, or potential claim or complaint, from a shopper in respect of (i) the products acquired by that shopper using a Credit product; or (ii) the Credit product provided to, or the Loan Agreement entered into by, that shopper; or (iii) the eFinancing Partner (each of (i) to (iii) being a “Complaint”), immediately notify us of the same.
  12. Your Indemnification Obligations. In addition to your indemnification obligations outlined in the Agreement, you and your successors and assigns shall indemnify us, our affiliates, and successors and assigns as follows:
    1. Promptly upon our written request, you and your successors and assigns shall indemnify us, our affiliates, and successors and assigns for any and all Loss suffered or incurred by us (either directly or as a result of an indemnification obligation in favor of the eFinancing Partner) and arising out of or in connection with any of your failures to comply with the provisions of section 7, 8 and 9 of these Standards (regardless of whether any such failure arises out of, or in connection with, (i) your negligence or (ii) any breach of these Standards by you).
    2. Promptly upon our written request, you and your successors and assigns shall indemnify us, our affiliates, and successors and assigns for any and all Loss suffered or incurred by us (either directly or as a result of an indemnification obligation in favor of the eFinancing Partner) and arising out of or in connection with a Complaint of a type referred to in section 11 (c) (i) above (regardless of whether the Complaint arises out of, or in connection with, (i) your negligence or (ii) any breach of these Standards).
  13. Termination. These Standards may be terminated to the end of a calendar month by either party without cause upon thirty (30) calendar days prior written notice to the other party. These Standards shall automatically terminate in the event the Agreement terminates for any reason. We furthermore have a right to immediate terminate these Standards in case the agreement with the eFinancing Partner or any other partner required to support eFinancing Services terminates for any reason.
  14. Events Upon Termination. Upon termination of these Standards for any reason, you shall immediately cease all use of any potential marketing material and shall immediately remove any references to the eFinancing Partner and/or to eFinancing Services and Credit products from any shopper-facing documents and materials of any nature including but not limited to your website. We shall furthermore immediately cease to promote and offer the eFinancing Services and/or Credit products by any means.

eFinancing (IT) Addendum

This eFinancing (Italy) Addendum is in addition to the terms in the Agreement. Capitalized terms used in this Addendum has the same meaning as they do in the Agreement.

The following terms shall be added to the Agreement:

  • “Approved Goods and Services” means those goods and/or services of your that are approved by us as products eligible for the use of a Credit Products.
  • “Bespoke Fees” any fees applicable for any customization work required by you in respect to the eFinancing Services.
  • “Complaint” has the meaning as identified in Section 11.c.
  • “Credit Marketing Guidelines” means the instructions provided by us which governs the promotion of and communication of eFinancing to shoppers
  • “Credit Product” means combination of the effective annual percentage rate (“APR”) and the finance term as identified in the Order Form
  • “Loan Agreement” means an agreement between the eFinancing Partner and a shopper, pursuant to which the eFinancing Partner agrees to provide the shopper with a Credit Product
  • “Loss” for the purpose of these Standards means any claims, demands, actions, judgements, obligations, fines, recoveries and deficiencies, liabilities, costs, expenses, damages and losses (including, but not limited to, any direct losses, loss of profit and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses, but excluding any loss of goodwill, indirect loss or consequential loss).
  • “Maximum Loan Amount” means the maximum amount that the eFinancing Prtner will advance to a shopper
    under a Loan Agreement, as set out in the Order Form
  • “Minimum Loan Amount” means the minimum amount that the eFinancing Partner will advance to a shopper
    under a Loan Agreement, as set out in the Order Form
  • “Setup Fee” means the fixed amount charged for integration, setup and testing as set out in the Order Form
  1. eFinancing Services. We shall enable e-financing services in the meaning of supporting certain Credit Products offered and provided by a partner selected by us (the “eFinancing Partner”), as an enhanced payment method usable by shoppers in connection with transactions through the locales selected in the Order Form (“eFinancing Services”).  To support such eFinancing Services, we shall introduce shoppers seeking credit to purchase their product to the eFinancing Partner and enable such shoppers to submit applications for Credit Products to the eFinancing Partner through the Solution. Use of eFinancing Services requires the approval of the application by the eFinancing Partner that shall usually happen instantly (if additional information is requested by the eFinancing Partner such approval might be delayed). Once the shopper has been approved by the eFinancing Partner, the shopper can finalize the order by use of the enhanced payment method. The respective Credit Product is then provided based on agreement Loan Agreement between the shopper and the eFinancing Partner.
  2. eFinancing Partner. At our sole discretion, we may add or change an eFinancing Partner. You agree and acknowledge the following in respect to the eFinancing Partner:
    1. All credit decisions are solely made by the eFinancing Partner and are subject to change and are not in any way guaranteed. We shall have no liability for the credit decisions of its selected eFinancing Partners.
    2. The eFinancing Partner has the right to change or amend the Credit Products it offers, and the terms of these Credit Products at any time and at its absolute discretion. We will provide you with reasonable advance notice of changes prior to them going into effect.
    3. Furthermore, the eFinancing Partner decides whether a product of yours shall be considered as an Approved Product or Service, eligible for a Credit Product. Determination of Approved Products and Services by the eFinancing Partner are subject to change and in no way guaranteed.
  3. Loan Amount. You acknowledge that the eFinancing Partner shall not enter into any Loan Agreement for an amount which is (a) smaller than the Minimum Loan Amount; or (b) greater than the Maximum Loan Amount as defined in the Order Form. Minimum and Maximum Loan Amounts are subject to change based on eFinancing Partner’s criteria; we will provide you with reasonable advance notice of changes prior to them going into effect.
  4. Implementation and Integration of eFinancing Services. We will be responsible for the implementation of eFinancing Services on the locales selected in the Order Form. While we will be responsible for displaying all required information on those portions of Store that are hosted by us, you shall be responsible for displaying all required information on the website and those portions of Store that are hosted by you. This required information may include but without limitation the placement of all required disclosures, notices and FAQs as directed by us or the eFinancing Partner. You shall be responsible for and required to ensure the integration to a certain interface provided by us to identify and communicate Approved Goods and Services as well as required data attributes for use on your website as required by local law.
  5. Number of Credit Products. Except as approved by us in writing, only one Credit Product (as identified in the Order Form) may be implemented on the Solution (per website ID/per locale) at any given time. You may elect to change the certain Credit Product implemented based upon mutual agreement and subject to a mutually agreeable timeframe by both of us. Each Credit Product shall be offered for no less than thirty (30) calendar days on your website/on the locales selected in the Order Form and you shall not be entitled to request a change of the Credit Product within this thirty (30) calendar days period.
  6. Marketing of eFinancing Services. You shall not without our prior written consent create, design, publish or disseminate any advertisement, marketing materials or shopper-facing documents of any nature which use the eFinancing Partner’s name, nor refer to, and/or display any material relating to, the eFinancing Partner on its Site or on any other form of communication directed at shoppers. Any communication sent by or on behalf of yours that references eFinancing Services must comply with the requirements as outlined in the Credit Marketing Guidelines. You acknowledge that the Credit Marketing Guidelines are derived from regulation in Italy and may change from time-to-time.  We shall promptly update the Credit Marketing Guidelines due to any changes made and share with you.  You agree that any communications must be reviewed and approved by us and the eFinancing Partner(s) prior to publication according to the marketing review process outlined in the Credit Marketing Guidelines.  You agree that failure to comply with the Credit Marketing Guidelines or any other obligation in respect to that (e.g. requirement of advance approval, adherence to direction provided by us or the eFinancing Partner) may result in fines levied by Italian regulators and may result in revocation of your ability to offer eFinancing Services. We shall have the right to immediately terminate these Standards or immediately suspend eFinancing Services should you not adhere to the Credit Marketing Guidelines regardless of actions taken by Italian regulators.
  7. Promotion of eFinancing Services. You agree that no employee or subcontractor of yours is allowed to promote eFinancing Services to a shopper through any means (telesales, chat, etc.). Promotion of eFinancing Services is limited to your website and email campaigns or other communications as outlined further above and previously approved by us and the eFinancing Partner.
  8. Communication Requirements. You shall ensure that neither your employees, nor any third party to whom you outsources any of your customer-facing services, communicate with shoppers in any way whatsoever regarding the eFinancing Partner and/or Credit Products and/or Loan Agreements, except as provided for in a finance call script provided by us to you.
  9. Incremental Margin. We both agree that the transaction costs and charges applicable to any transaction through the Solution for which a shopper selects a Credit Product as the manner of payment shall be increased by the percentage points outlined in the Order Form. In case the eFinancing Partner increases its fees to us at any time during the term of these Standards, we shall have the right to adjust the Incremental Margin accordingly provided however we give you not less than ten (10) calendar days prior written notice of any such adjustment.
  10. Your Further Obligations. In addition to your obligations outlined in the Agreement, you shall ensure compliance with the following obligations in respect to the eFinancing Services:
    1. You shall at all times act in good faith, not do anything which brings, or may bring, the business of the eFinancing Partner into disrepute and perform all of its obligations under these Standards with reasonable skill, care and due diligence and in accordance with all applicable laws, all other processes and procedures, of whatever nature, which the eFinancing Partner may notify to us from time to time; and all instructions of the eFinancing Partner.
    2. You shall notify us immediately if it becomes aware that any of the information supplied to the eFinancing Partner by a shopper is incorrect, misleading or has changed since it was submitted to the eFinancing Partner.
    3. You shall upon becoming aware of a claim or complaint, or potential claim or complaint, from a shopper in respect of (i) the Products acquired by that shopper using a Credit Product; or (ii) the Credit Product provided to, or the Loan Agreement entered into by, that shopper; or (iii) the eFinancing Partner (each of (i) to (iii) being a “Complaint”), immediately notify us of the same.
  11. Your Indemnification Obligations. In addition to your indemnification obligations outlined in the Agreement, you and your successors and assigns shall indemnify us, our Affiliates, and our successors and assigns as follows:
    1. Promptly upon our written request, you and your successors and assigns shall indemnify us, our Affiliates, and our successors and assigns for any and all Loss suffered or incurred by us (either directly or as a result of an indemnification obligation in favor of the eFinancing Partner) and arising out of or in connection with any failure by you to comply with the provisions of section 7, 8 and 9 of these Standards (regardless of whether any such failure arises out of, or in connection with, (i) your negligence or (ii) any breach of these Standards by you).
    2. Promptly upon our written request, you and your successors and assigns shall indemnify us, our Affiliates, and our successors and assigns for any and all Loss suffered or incurred by us (either directly or as a result of an indemnification obligation in favor of the eFinancing Partner) and arising out of or in connection with a Complaint of a type referred to in section 11 (c) (i) above (regardless of whether the Complaint arises out of, or in connection with, (i) your negligence or (ii) any breach of these Standards).
  12. Other Terms. These Standards may be terminated to the end of a calendar month by either Party without cause upon thirty (30) calendar days prior written notice to the other Party. These Standards shall automatically terminate in the event the Agreement terminates for any reason. We furthermore have a right to immediate terminate these Standards in case the agreement with the eFinancing Partner or any other partner required to support eFinancing Services terminates for any reason. The total liability of ours resulting from the performance of its duties and obligations under these Standards for any cause will not exceed the net amount realized by us under these Standards.
  13. Events Upon Termination. Upon termination of these Standards for any reason, you shall immediately cease all use of any potential marketing material and shall immediately remove any references to the eFinancing Partner and/or to eFinancing Services and Credit Products from any shopper-facing documents and materials of any nature including but not limited to your website. You shall furthermore immediately cease to promote and offer the eFinancing Services and/or Credit Products by any means.

eFinancing (UK) Addendum 

This eFinancing (UK) Addendum is in addition to the terms in the Agreement. Capitalized terms used in this Addendum have the same meaning as they do in the Agreement.

The following terms shall be added to the Agreement:

  • “Act” means the Consumer Credit Act 1974 (as amended) and all regulations made thereunder.
  • “Approved Goods and Services” means those goods and/or services of yours that are approved by us as products eligible for the use of a Credit Products.
  • “Approved Insurance/Warranty Product” means insurance, maintenance, warranty or warranty products of yours offered to shoppers.
  • “Bespoke Fees” any fees applicable for any customization work required by you in respect to the eFinancing Services.
  • “CCA Claim” has the meaning as identified in Section 12.d.
  • “Commission” has the meaning as identified in section 11.
  • “Complaint” has the meaning as identified in Section 12.c.
  • “Credit Marketing Guidelines” means the instructions provided by us which governs the promotion of and communication of eFinancing to shoppers.
  • “Credit Product” means combination of the effective annual percentage rate (“APR”) and the finance term as identified in the Order Form
  • “FCA” is the Financial Conduct Authority in the UK
  • “Financial Ombudsman Service” is the UK’s official expert in sorting out problems with financial services and set up by Parliament.
  • “Loan Agreement” means an agreement between the eFinancing Partner and a shopper, pursuant to which the eFinancing Partner agrees to provide the shopper with a Credit Product
  • “Loss” for the purpose of these Standards means any claims, demands, actions, judgements, obligations, fines, recoveries and deficiencies, liabilities, costs, expenses, damages and losses (including, but not limited to, any direct losses, loss of profit and all interest, penalties and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses, but excluding any loss of goodwill, indirect loss or consequential loss).
  • “Maximum Loan Amount” means the maximum amount that the eFinancing Partner will advance to a shopper
    under a Loan Agreement, as set out in the Order Form.
  • “Minimum Loan Amount” means the minimum amount that the eFinancing Partner will advance to a shopper
    under a Loan Agreement, as set out in the Order Form.
  1. eFinancing Services. We shall enable e-financing services in the meaning of supporting certain Credit Products offered and provided by a partner selected by us (the “eFinancing Partner”), as an enhanced payment method usable by shoppers in connection with transactions through the locales selected in the Order Form (“eFinancing Services”).  To support such eFinancing Services, we shall introduce shoppers seeking credit to purchase their product to the eFinancing Partner and enable such shoppers to submit applications for Credit Products to the eFinancing Partner through the Solution. Use of eFinancing Services requires the approval of the application by the eFinancing Partner that shall usually happen instantly (if additional information is requested by the eFinancing Partner such approval might be delayed). Once the shopper has been approved by the eFinancing Partner, the shopper can finalize the order by use of the enhanced payment method. The respective Credit Product is then provided based on the Loan Agreement between the shopper and the eFinancing Partner.
  2. eFinancing Partner. At our sole discretion, we may add or change an eFinancing Partner. You agree and acknowledge the following in respect to the eFinancing Partner:
    1. All credit decisions are solely made by the eFinancing Partner and are subject to change and are not in any way guaranteed. we shall have no liability for the credit decisions of our selected eFinancing Partners.
    2. The eFinancing Partner has the right to change or amend the Credit Products it offers, and the terms of these Credit Products at any time and at its absolute discretion. we will provide you with reasonable advance notice of changes prior to them going into effect.
    3. Furthermore, the eFinancing Partner decides whether a Product of you shall be considered as an Approved Product or Service or Approved Insurance/Warranty Product, eligible for a Credit Product. Determination of Approved Products and Services and/or Approved Insurance/Warranty Product by the eFinancing Partner are subject to change and in no way guaranteed.
  3. Loan Amount. You acknowledge that the eFinancing Partner shall not enter into any Loan Agreement for an amount which is (a) smaller than the Minimum Loan Amount; or (b) greater than the Maximum Loan Amount as defined in the Order Form. Minimum and Maximum Loan Amounts are subject to change based on eFinancing Partner’s criteria; We will provide you with reasonable advance notice of changes prior to them going into effect.
  4. Implementation and Integration of eFinancing Services. We shall be responsible for the implementation of eFinancing Services on the locales selected. You shall be responsible for displaying all required information on your website, your online store and your online shopping cart, to the extent we are not directly providing those Solutions to you. This required information may include but without limitation the placement of all required disclosures, notices and FAQs as directed by us or the eFinancing Partner. you shall be responsible for providing us with information to identify and communicate Approved Goods and Services and/or Approved Insurance/Warranty Products as well as FCA-required data attributes for use on the your website.
  5. Number of Credit Products. Except as approved by us in writing, only one Credit Product (as identified in Appendix 1) may be implemented on the Solution (per website ID/per locale) at any given time. You may elect to change the certain Credit Product implemented based upon mutual agreement and subject to a mutually agreeable timeframe by both of us. Each Credit Product shall be offered for no less than thirty (30) calendar days on your website/on the locales selected and you shall not be entitled to request a change of the Credit Product within this thirty (30) calendar days period.
  6. Marketing of eFinancing Services. You shall not without our prior written consent create, design, publish or disseminate any advertisement, marketing materials or shopper-facing documents of any nature which use the eFinancing Partner’s name, nor refer to, and/or display any material relating to, the eFinancing Partner on your website or on any other form of communication directed at shoppers. Any communication sent by or on behalf of you that references eFinancing Services must comply with the requirements as outlined in the Credit Marketing Guidelines. You acknowledge that the Credit Marketing Guidelines are derived from regulation in the UK by the FCA and may change from time-to-time.  We shall promptly update the Credit Marketing Guidelines due to any changes made by the FCA and share with you.  You agree that any communications must be reviewed and approved by us and the eFinancing Partner(s) prior to publication according to the marketing review process outlined in the Credit Marketing Guidelines.  You agree that failure to comply with the Credit Marketing Guidelines or any other obligation in respect to that (e.g. requirement of advance approval, adherence to direction provided by us or the eFinancing Partner) may result in fines levied by the FCA and may result in revocation of your ability to offer eFinancing Services. We shall have the right to immediately terminate these Standards or immediately suspend eFinancing Services should you not adhere to the Credit Marketing Guidelines regardless of actions taken by the FCA.
  7. Promotion of eFinancing Services. You agree that no employee or subcontractor of yours is allowed to promote eFinancing Services to a shopper through any means (telesales, chat, etc.). Promotion of eFinancing Services is limited to your website and email campaigns or other communications as outlined further above and previously approved by us and the eFinancing Partner.
  8. Communication Requirements. You shall ensure that neither your employees, nor any third party to whom you outsource any of your customer-facing services, communicate with shoppers in any way whatsoever regarding the eFinancing Partner and/or Credit Products and/or Loan Agreements, except as provided for in a finance call script provided by us to you.
  9. Incremental Fee. We both agree that the transaction costs and charges applicable to any transaction through the Solution for which a shopper selects a Credit Product as the manner of payment shall be increased by the percentage points outlined in the Order Form. In case the eFinancing Partner increases its fees to us at any time during the term of these Standards, we shall have the right to adjust the incremental fee accordingly provided however we give you no less than ten (10) calendar days prior written notice of any such adjustment.
  10. Commission. we shall pay to you a commission in respect of each paid out and completed Loan Agreement which relates to a Credit Product for which a figure appears in the ‘Commission’ column(s) of the tables(s) set out in Order Form (the “Commission”). The Commission (if any) payable in respect of each such Loan Agreement shall be calculated as a percentage (as set out in the ‘Commission’ column(s) of the table(s) in the Order Form) of the Loan Amount advanced under that Loan Agreement. We agree to pay you the Commission on a monthly basis and provide a statement of Commission due for that period. In case of a cancellation, termination, rescission of, withdrawal from or early repayment (within the first 6 months) of the Loan Agreement by the shopper, we shall be entitled to set-off One Hundred Percent (100%) of the Commission paid to you from amounts owed by us to you.
  11. Your Further Obligations. In addition to your obligations outlined in the Agreement, you shall ensure compliance with the following obligations in respect to the eFinancing Services:
    1. You shall at all times act in good faith, not do anything which brings, or may bring, the business of the eFinancing Partner into disrepute and perform all of its obligations under these Standards with reasonable skill, care and due diligence and in accordance with all applicable laws, all other processes and procedures, of whatever nature, which the eFinancing Partner may notify to us from time to time; and all instructions of the eFinancing Partner.
    2. You shall notify us immediately if it becomes aware that any of the information supplied to the eFinancing Partner by a shopper is incorrect, misleading or has changed since it was submitted to the eFinancing Partner.
    3. You shall upon becoming aware of a claim or complaint, or potential claim or complaint, from a shopper in respect of (i) the products acquired by that shopper using a Credit Product; or (ii) the Credit Product provided to, or the Loan Agreement entered into by, that shopper; or (iii) the eFinancing Partner (each of (i) to (iii) being a “Complaint”), immediately notify us of the same.
    4. In the event that a shopper brings a claim pursuant to the provisions of sections 56, section 75, section 75(A), 140A or 140B of the Act (any such claim being a “CCA Claim”), you shall immediately notify us of the same.
  12. Your Indemnification Obligations. In addition to your indemnification obligations outlined in the Agreement, you and your successors and assigns shall indemnify us, our corporate affiliates, and successors and assigns as follows:
    1. Promptly upon our written request, you and your successors and assigns shall indemnify us, our corporate affiliates, and successors and assigns for any and all Loss suffered or incurred by us (either directly or as a result of an indemnification obligation in favor of the eFinancing Partner) and arising out of or in connection with any of your failures to comply with the provisions of section 7, 8 and 9 of These Standards (regardless of whether any such failure arises out of, or in connection with, (i) your negligence or (ii) any breach of these Standards by you).
    2. Promptly upon our written request, you and your successors and assigns shall indemnify us, our corporate affiliates, and successors and assigns for any and all Loss suffered or incurred by us (either directly or as a result of an indemnification obligation in favor of the eFinancing Partner) and arising out of or in connection with a Complaint of a type referred to in section 12 (c) (i) above (regardless of whether the Complaint arises out of, or in connection with, (i) your negligence or (ii) any breach of these Standards).
    3. Promptly upon our written request, you and your successors and assigns shall indemnify us, our corporate affiliates, and successors and assigns for any Loss (including, but not limited to, any fee charged to us or the eFinancing Partner by the Financial Ombudsman Service in order to investigate a CCA Claim) suffered or incurred by us (either directly or as a result of an indemnification obligation in favor of the eFinancing Partner) and arising out of or in connection with the relevant CCA Claim (regardless of whether that CCA Claim arises out of, or in connection with, (i) (i) your negligence or (ii) any breach of these Standards).

In respect of any CCA Claim brought against us or the eFinancing Partner pursuant to section 75 or section 75A of the Act, you hereby agree and acknowledge that we and/or the eFinancing Partner may recover any and all Loss arising out of or in connection with any such CCA Claim either pursuant to its statutory right to indemnity under section 75(2) of the Act, or pursuant to these Standards.

  1. Termination. These Standards may be terminated to the end of a calendar month by either party without cause upon thirty (30) calendar days prior written notice to the other party. These Standards shall automatically terminate in the event the Agreement terminates for any reason. we furthermore have a right to immediate terminate these Standardsin case the agreement with the eFinancing Partner or any other partner required to support eFinancing Services terminates for any reason.
  2. Events Upon Termination. Upon termination of these Standards for any reason, you shall immediately cease all use of any potential marketing material and shall immediately remove any references to the eFinancing Partner and/or to eFinancing Services and Credit Products from any shopper-facing documents and materials of any nature including but not limited to your website. We shall furthermore immediately cease to promote and offer the eFinancing Services and/or Credit Products by any means.

eFinancing Pay in Installments Addendum (FR)

This eFinancing “Pay with Installments” (France) Addendum is in addition to the terms in the Agreement. Capitalized terms used in this Addendum has the same meaning as they do in the Agreement.

The following terms shall be added to the Agreement:

  • “Approved Goods and Services” means those goods and/or services of yours that are approved by us as Products eligible for the use of a Credit Products.
  • “Approved Insurance/Warranty Product” means insurance, maintenance, warranty, or warranty products of
    yours offered to shoppers.
  • “Complaint” has the meaning as identified in Section 11.c.
  • “Credit Marketing Guidelines” means the instructions provided by us which governs the promotion of and communication of eFinancing to shoppers
  • “Credit Product” means combination of the effective annual percentage rate (“APR”) and the finance term as identified in the Order Form
  • “Loan Agreement” means an agreement between the eFinancing Partner and a shopper, pursuant to which the eFinancing Partner agrees to provide the shopper with a Credit Product
  • “Loss” for the purpose of this Addendum means any claims, demands, actions, judgements, obligations, fines, recoveries and deficiencies, liabilities, costs, expenses, damages, and losses (including, but not limited to, any direct losses, loss of profit and all interest, penalties, and reasonable legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses, but excluding any loss of goodwill, indirect loss, or consequential loss).
  • “Maximum Loan Amount” means the maximum amount that the eFinancing Partner will advance to a shopper
    under a Loan Agreement, as set out in the Order Form
  • “Minimum Loan Amount” means the minimum amount that the eFinancing Partner will advance to a shopper
    under a Loan Agreement, as set out in the Order Form
  1. eFinancing Services. We shall enable e-financing services in the meaning of supporting certain Credit Products offered and provided by a partner selected by us (the “eFinancing Partner”), as an enhanced payment method usable by shoppers in connection with Transactions through the Selected Locales (“eFinancing Services”). To support such eFinancing Services, we shall introduce shoppers seeking credit to purchase their product to the eFinancing Partner and enable such shoppers to submit applications for Credit Products to the eFinancing Partner through the Commerce Solution. Use of eFinancing Services requires the approval of the application by the eFinancing Partner that shall usually happen instantly (if additional information is requested by the eFinancing Partner such approval might be delayed). Once the shopper has been approved by the eFinancing Partner, the shopper can finalize the order by use of the enhanced payment method. The respective Credit Product is then provided based on agreement Loan Agreement between the shopper and the eFinancing Partner.
  2. eFinancing Partner. At our sole discretion, we may add or change an eFinancing Partner. You agree and acknowledge the following in respect to the eFinancing Partner:
    1. All credit decisions are solely made by the eFinancing Partner and are subject to change and are not in any way guaranteed.  we shall have no liability for the credit decisions of its selected eFinancing Partners.
    2. The eFinancing Partner has the right to change or amend the Credit Products it offers, and the terms of these Credit Products at any time and at its absolute discretion. We will provide you with reasonable advance notice of changes prior to them going into effect.
    3. Furthermore, the eFinancing Partner decides whether a product of yours shall be considered as an Approved Product or Service or Approved Insurance/Warranty Product, eligible for a Credit Product. Determination of Approved Products and Services and/or Approved Insurance/Warranty Product by the eFinancing Partner are subject to change and in no way guaranteed.
  3. Loan Amount. You acknowledge that the eFinancing Partner shall not enter into any Loan Agreement for an amount which is (a) smaller than the Minimum Loan Amount; or (b) greater than the Maximum Loan Amount as defined in the Order Form. Minimum and Maximum Loan Amounts are subject to change based on eFinancing Partner’s criteria; we will provide you with reasonable advance notice of changes prior to them going into effect.
  4. Implementation and Integration of eFinancing Services. We shall be responsible for the implementation of eFinancing Services on the Selected Locales. While we shall be responsible for displaying all required information on those portions of Store that are hosted by us, you shall be responsible for displaying all required information on the Site and those portions of Store that are hosted by you. This required information may include but without limitation the placement of all required disclosures, notices and FAQs as directed by us or the eFinancing Partner. You shall be responsible for and required to ensure the integration to a certain interface provided by us to identify and communicate Approved Goods and Services and/or Approved Insurance/Warranty Products as well as required data attributes for use on your Site as required by local law.
  5. Number of Credit Products. Except as approved by us in writing, only one Credit Product (as identified in the Order Form) may be implemented on the Commerce Solution (per Site ID/per locale) at any given time. You may elect to change the certain Credit Product implemented based upon mutual agreement and subject to a mutually agreeable timeframe by you and us. Each Credit Product shall be offered for no less than thirty (30) calendar days on your Site/on the Selected Locales and you shall not be entitled to request a change of the Credit Product within this thirty (30) calendar day period.
  6. Marketing of eFinancing Services. You shall not without our prior written consent create, design, publish or disseminate any advertisement, marketing materials or shopper-facing documents of any nature which use the eFinancing Partner’s name, nor refer to, and/or display any material relating to, the eFinancing Partner on its Site or on any other form of communication directed at shoppers. Any communication sent by or on behalf of you that references eFinancing Services must comply with the requirements as outlined in the Credit Marketing Guidelines. You acknowledge that the Credit Marketing Guidelines are derived from regulation in France and may change from time-to-time.  We shall promptly update the Credit Marketing Guidelines due to any changes made and share with you.  You agree that any communications must be reviewed and approved by us and the eFinancing Partner(s) prior to publication according to the marketing review process outlined in the Credit Marketing Guidelines.  You agree that failure to comply with the Credit Marketing Guidelines or any other obligation in respect to that (e.g., requirement of advance approval, adherence to direction provided by us or the eFinancing Partner) may result in fines levied by France regulators and may result in revocation of your ability to offer eFinancing Services. We shall have the right to immediately terminate the Addendum or immediately suspend eFinancing Services should you not adhere to the Credit Marketing Guidelines regardless of actions taken by France regulators.
  7. Promotion of eFinancing Services. You agree that no employee or subcontractor of yours are allowed to promote eFinancing Services to a shopper through any means (telesales, chat, etc.). Promotion of eFinancing Services is limited to your Site and email campaigns or other communications as outlined further above and previously approved by us and the eFinancing Partner.
  8. Communication Requirements. You shall ensure that neither your employees, nor any third party to whom you outsource any of your customer-facing services, communicate with shoppers in any way whatsoever regarding the eFinancing Partner and/or Credit Products and/or Loan Agreements, except as provided for in a finance call script provided by us to you.
  9. Incremental Margin. You and we agree that the Discount Percentage applicable to any Transaction through the Commerce Solution for which a shopper selects a Credit Product as the manner of payment shall be increased by the percentage points outlined in the Order Form. In case the eFinancing Partner increases its fees to us at any time during the term of this Addendum, we shall have the right to adjust the Incremental Margin accordingly provided however it gives you not less than ten (10) calendar days prior written notice of any such adjustment.
  10. Your Further Obligations. In addition to the obligations of yours outlined in the Agreement, you shall ensure compliance with the following obligations in respect to the eFinancing Services:
    1. You shall at all times act in good faith, not do anything which brings, or may bring, the business of the eFinancing Partner into disrepute and perform all of your obligations under this Addendum with reasonable skill, care and due diligence and in accordance with all applicable laws, all other processes and procedures, of whatever nature, which the eFinancing Partner may notify us from time to time; and all instructions of the eFinancing Partner.
    2. You shall notify us immediately if you become aware that any of the information supplied to the eFinancing Partner by a shopper is incorrect, misleading or has changed since it was submitted to the eFinancing Partner.
    3. You shall upon becoming aware of a claim or complaint, or potential claim or complaint, from a shopper in respect of (i) the products acquired by that shopper using a Credit Product; or (ii) the Credit Product provided to, or the Loan Agreement entered by, that shopper; or (iii) the eFinancing Partner (each of (i) to (iii) being a “Complaint”), immediately notify us of the same.
  11. Your Indemnification Obligations. In addition to the indemnification obligations of yours outlined in the Agreement, you and your successors and assigns shall indemnify us, our Affiliates, and our successors and assigns as follows:
    1. Promptly upon our written request, you and your successors and assigns shall indemnify us, our Affiliates, and our successors and assigns for any and all Loss suffered or incurred by  us (either directly or as a result of an indemnification obligation in favor of the eFinancing Partner) and arising out of or in connection with any failure by you to comply with the provisions of section 7, 8 and 9 of this Addendum (regardless of whether any such failure arises out of, or in connection with, (i) your  negligence or (ii) any breach of this Addendum by you).
    2. Promptly upon our written request, you and your successors and assigns shall indemnify us, our Affiliates, and our successors and assigns for any and all Loss suffered or incurred by  us (either directly or as a result of an indemnification obligation in favor of the eFinancing Partner) and arising out of or in connection with a Complaint of a type referred to in section 11 (c) (i) above (regardless of whether the Complaint arises out of, or in connection with, (i) your negligence or (ii) any breach of this Addendum by you).
  12. Termination. This Addendum may be terminated to the end of a calendar month by either of us without cause upon thirty (30) calendar days prior written notice to the other Party. This Addendum shall automatically terminate in the event the Agreement terminates for any reason.  We furthermore have a right to immediate terminate the Addendum in case the agreement with the eFinancing Partner or any other partner required to support eFinancing Services terminates for any reason.
  13. Events Upon Termination. Upon termination of this Addendum for any reason, you shall immediately cease all use of any potential marketing material and shall immediately remove any references to the eFinancing Partner and/or to eFinancing Services and Credit Products from any shopper-facing documents and materials of any nature including but not limited to your Site. You shall furthermore immediately cease to promote and offer the eFinancing Services and/or Credit Products by any means.

Klarna Addendum

Last updated August 20, 2020

This Klarna Addendum is in addition to the terms in the Agreement. Capitalized terms used in this Addendum have the same meaning as they do in the Agreement.

The following terms shall be added to the Agreement:

  • “Approved Goods and Services” means those of your goods and/or services that are approved by us as products eligible for the use of a Credit Products.
  • “Marketing Guidelines” means the instructions provided by either Klarna or us (via link or by any other means) which govern the promotion of and communication of eFinancing to shoppers.
  • “Credit Product” means those products listed in the Order Form.
  • “eFinancing Partner” Klarna Bank AB (”Klarna”).
  • “Klarna Shipping Policies” means the instructions provided by either Klarna or us (via link or by any other means) which govern the requirements for shipment of products purchased by use of a Credit Product.
  • “Loan Agreement” means an agreement between Klarna and a shopper, pursuant to which Klarna agrees to provide the shopper with a Credit Product.
  • “Maximum Loan Amount” means the maximum amount that the eFinancing Partner will advance to a shopper under a Loan Agreement, as set out in the Order Form.
  • “Minimum Loan Amount” means the minimum amount that the eFinancing Partner will advance to a shopper under a Loan Agreement, as set out in the Order Form.
  1. eFinancing Services. We will enable e-financing services in the meaning of supporting certain Credit Products offered and provided by Klarna, as an enhanced payment method usable by shoppers (“eFinancing Services”). To support such eFinancing Services, we shall introduce shoppers seeking credit to purchase their product to Klarna and enable such shoppers to submit applications for Credit Products to Klarna through the Solution. Use of eFinancing Services requires the approval of the application by Klarna that shall usually happen instantly (if additional information is requested by Klarna such approval might be delayed). Once the shopper has been approved by Klarna, the shopper can finalize the order. The respective Credit Product is then provided based on the Loan Agreement between the shopper and Klarna.
  2. eFinancing Partner. You agree and acknowledge the following in respect to Klarna as the eFinancing Partner:
    1. All credit decisions are solely made by Klarna and are subject to change and are not in any way guaranteed. We shall have no liability for the credit decisions of Klarna.
    2. Klarna has the right to change or amend the Credit Products it offers, and the terms of these Credit Products at any time and at its absolute discretion. We will provide you with reasonable advance notice of changes prior to them going into effect.
    3. Furthermore Klarna decides whether your Product shall be considered as an Approved Product or Service, eligible for a Credit Product. Determination of Approved Products by Klarna are subject to change and in no way guaranteed.
  3. Loan Amount. You acknowledge that Klarna shall not enter into any Loan Agreement for an amount which is (a) smaller than the Minimum Loan Amount; or (b) greater than the Maximum Loan Amount as defined in the Order Form. Minimum and Maximum Loan Amounts are subject to change based on Klarna’s criteria; We will provide you with reasonable advance notice of changes prior to them going into effect.
  4. Implementation and Integration of eFinancing Services. We will assist with implementation of eFinancing Services in accordance with a statement of work (“SOW”) between a systems integrator and a payment service provided by us. You shall be responsible for displaying all required information on your website, your online store and your online shopping cart, to the extent we are not directly providing those Solutions to you. This required information may include but without limitation the placement of all required disclosures, notices and FAQs as directed by us or the eFinancing Partner. Our hosted sites and/or your hosted sites shall ensure Klarna required disclosures appear as required and be responsible and liable that any such information required complies with applicable law, rules and regulations. You shall be responsible for providing us with information to identify and communicate Approved Goods and Services.
  5. Marketing of eFinancing Services. You shall not without Klarna’s or our prior written consent create, design, publish or disseminate any advertisement, marketing materials or shopper facing documents of any nature which use Klarna’s name, nor refer to, and/or display any material relating to, Klarna on your website, your online store and your online shopping cart or on any other form of communication directed at shopper. Any communication (if any) sent by or on behalf of you that references eFinancing Services must comply with the requirements as outlined in the Marketing Guidelines. We will provide you with a link hosted by Klarna to these Marketing Guidelines. You acknowledge that the Marketing Guidelines are derived from applicable regulation in the various locales and may change from time-to-time. We shall promptly update the Marketing Guidelines due to any changes made by the local regulators and share with you. You agree that any communications (if any) must be reviewed and approved by us and Klarna prior to publication according to the marketing review process outlined in the Marketing Guidelines. You agree that failure to comply with the Marketing Guidelines or any other obligation in respect to that (e.g. requirement of advance approval, adherence to direction provided by us or Klarna) may result in fines levied by the local regulators and may result in revocation of our ability to offer eFinancing Services. We shall have the right to immediately terminate this Addendum or immediately suspend eFinancing Services offered by Klarna should you not adhere to the Marketing Guidelines.
  6. Promotion of eFinancing Services. Promotion of eFinancing Services is limited to your website and email campaigns or other communications as outlined further above and previously approved by us and Klarna.
  7. Communication Requirements. You shall ensure that any communications of your employees, and any third party to whom you may outsource any customer-facing services, communicates with shoppers regarding Klarna and/or Credit Products and/or Loan Agreements is previously reviewed and approved by us and Klarna.
  8. Incremental Margin. The fee applicable to any transaction for which a shopper selects a Credit Product as the manner of payment shall be increased by the percentage points outlined in the Order Form. In case Klarna increases its fees to us at any time, we shall have the right to adjust the fees accordingly provided however we give you not less than thirty (30) calendar days prior written notice of any such adjustment.
  9. Klarna Shipping Policies. You agree to adhere to the Klarna Shipping Policies which include but without limitation a requirement that all shipping must be shipped track and trace to support evidence of shipping to the approved shopper address. Additionally, you thereby covenant that a change to the billing and/or delivery address requires prior consent of us and Klarna. Without limiting any other remedies available to us for a breach of the foregoing covenant, you shall bear the sole risk of chargebacks, fraud, or failure to comply with Export Control Laws that arises or results from any such change to the billing and/or delivery address without the required consent or any other breach of the Klarna Shipping Policies.
  10. Further Obligations of both parties.
    1. Both parties shall at all times act in good faith, not do anything which brings, or may bring, the business of Klarna into disrepute. Both parties shall perform all of its obligations under this Addendum with reasonable skill, care and due diligence and in accordance with all applicable laws, all other processes and procedures, of whatever nature, which Klarna may notify to us from time to time; and all instructions of the eFinancing Partner.
    2. You shall upon becoming aware of a claim or complaint, or potential claim or complaint, from a shopper in respect of (i) the products acquired by that shopper using a Credit Product; or (ii) the Credit Product provided to, or the Loan Agreement entered into by, that shopper; or (iii) Klarna, immediately notify us of the same.
  11. Termination. This Addendum may be terminated to the end of a calendar month by either party without cause upon thirty (30) calendar days prior written notice to the other party. This Addendum shall automatically terminate in the event the Agreement terminates for any reason. We furthermore have a right to immediate terminate this Addendum in case the agreement with Klarna (or any other partner required to support Klarna) terminates for any reason.
  12. Events Upon Termination. Upon termination of this Addendum for any reason, you shall immediately cease all use of any potential marketing material and shall immediately remove any references to Klarna and/or to eFinancing Services and Credit Products from any shopper facing documents and materials of any nature including but not limited to your website. You shall furthermore immediately cease to promote and offer the eFinancing Services and/or Credit Products by any means.

MSTS Addendum

This MSTS Addendum is in addition to the terms in the Agreement. Capitalized terms used in this Addendum have the same meaning as they do in the Agreement.

The following terms shall be added to the Agreement:

  • “Credit Product” means those products listed in the Order Form.
  • “Financing Partner” refers to the third party providing the Financing Services, e.g. Multi Services Technology Solutions Inc. (“MSTS”).
  • “Minimum Purchaser Requirements” means the requirements each shopper must met for each applicable locale as defined by the Financing Partner and agreed between us and the Financing Partner, including but without limitation execution of a Purchaser Agreement.
  • “Purchaser Agreement” means a separate agreement between the Financing Partner and a shopper, pursuant to which the Financing Partner agrees to provide the shopper with a Credit Product.
  • “Underwritten Receivables” refers to the receivable for a transaction that is underwritten by the Financing Partner based on the Purchaser Agreement between the shopper and the Financing Partner.
  1. Financing Services. We shall enable financing services in the meaning of providing underwriting and credit management services and as such supporting certain Credit Products offered and provided by the Financing Partner, as an enhanced payment method usable by shoppers (“Financing Services”). To support such Financing Services, we shall introduce shoppers to submit applications for Credit Products to the Financing Partner. Use of Financing Services requires the approval of the application by the Financing Partner following the Financing Partner’s review of the application. Once the shopper has been approved by the Financing Partner, the shopper can finalize the order. The respective Credit Product is then provided based on the Purchaser Agreement between the shopper and the Financing Partner.
  2. Financing Partner. You agree and acknowledge the following in respect to the Financing Partner:
    1. All credit decisions are solely made and Minimum Purchaser Requirements are set solely by the Financing Partner and are subject to change and are not in any way guaranteed. We shall have no liability for the credit decisions of the Financing Partner.
    2. The Financing Services are only provided to shoppers for business purposes and in a business-to-business (B2B) transaction, and you will not advertise or promote the Financing Services to any entity or person deemed a “consumer” for any purposes under any applicable law.
    3. The Financing Partner provides the Financing Services in connection with transactions made through the Solution provided however you acknowledge that the shoppers are direct borrowers of the Financing Partner and the Financing Partner will manage all aspects of such borrowers participation in the Financing Program, including with respect to billing, collections and support.
    4. The Financing Partner has the right to change or amend the Credit Products it offers, and the terms of these Credit Products at any time and at its absolute discretion. Furthermore, the Financing Partner has the right to immediately restrict or cease offering features of, access to or connection with the Financing Services at any time and in the Financing Partner’s sole discretion. If possible, we will provide you with reasonable advance notice of changes prior to them going into effect.
  3. Collection Efforts; Payments. The Financing Partner attempts to collect the Underwritten Receivables through its standard collection practices and shall process payments received from a shopper to forward to us. We will pay you for Underwritten Receivables during the next regularly scheduled payment following the period in which we actually received payment for the Underwritten Receivables from the Financing Partner. We will have no obligation towards making payment to you for any Underwritten Receivables for which we never receive payment from the Financing Partner or the Financing Partner decides to chargeback payment previously made.
  4. Financing Partner Initiated Chargeback. In case the Financing Partner is unable to collect the Underwritten Receivable from a shopper for a transaction (for whatever reason, including but without limitation fraud, disputed payments etc.), the Financing Partner may initiate a Chargeback (the “Financing Partner Initiated Chargeback”) in which case we shall be entitled to deduct the amount previously remitted to you for that transaction from any amounts owed by us to you. In addition, each Financing Partner Initiated Chargeback shall be subject to a non-refundable fee as further outlined in the Order Form (the “Chargeback Fee”).
  5. Delinquent Underwritten Receivables. Upon our receipt of a Financing Partner Initiated Chargeback by the Financing Partner (the amount charged back referred to as a “Delinquent Underwritten Receivable”), we shall upon your request work with the Financing Partner to assign all of the Financing Partner’s rights under the Purchaser Agreement with respect to such amount to us for the purpose of assigning those further from us to you. You shall then be solely responsible for any further collection efforts of such Delinquent Underwritten Receivable once assigned. You represent and covenant that such collection efforts, in connection with a Delinquent Underwritten Receivable assigned to you, shall comply with all applicable laws, rules and regulations.
  6. Incremental Margin. The fee applicable to any transaction for which a shopper selects a Credit Product as the manner of payment shall be increased by the percentage points outlined in the Order Form. In case the Financing Partner increases its fees to us at any time during the term of this Addendum, we shall have the right to adjust the fees accordingly. For the avoidance of doubts, the fees shall be calculated based on the Transaction Amount (which includes any Transaction Costs) multiplied by the percentages outlined in the Order Form.
  7. Transaction Processing Fee; Offset Rights. We shall have the right to offset (a) any Transaction Processing Fee earned by us pursuant to this Addendum, and (b) any additional Chargeback Fee and (c) the amount of each Delinquent Underwritten Receivable assigned to you as set forth above, against amounts due to you from us pursuant to the Agreement or may invoice you for such amounts if we are unable to offset such amount. For the avoidance of doubt, we will be entitled to retain the DR Margin on each product sold by us and invoiced to the shopper through a Underwritten Receivable, even if the shopper fails to pay the invoice.
  8. Implementation and Integration of Financing Services. We will assist with implementation of Financing Services in accordance with a statement of work (“SOW”) between a systems integrator and a payment service provided by us.”). You shall be responsible for displaying all required information on your website, your online store and your online shopping cart, to the extent we are not directly providing those Solutions to you. This required information may include but without limitation the placement of all required disclosures, notices and FAQs as directed by us or the Financing Partner. Our hosted sites and/or your hosted sites shall ensure Financing Partner’s required disclosures appear as required and be responsible and liable that any such information required complies with applicable law, rules and regulations.
  9. Marketing of Financing Services. You shall not without the Financing Partner’s or our prior written consent create, design, publish or disseminate any advertisement, marketing materials or shopper facing documents of any nature which use the Financing Partner’s name, nor refer to, and/or display any material relating to, the Financing Partner on your website or on any other form of communication directed at shoppers.
  10. Shopper Information Provided by You. You agree and acknowledge that the Financing Partner is relying on information provided to it with respect to a transaction. You shall solely bear the credit risk and be liable in all respects for any Underwritten Receivables or transaction that is generated based on erroneous information provided to us by you and forwarded to the Financing Partner and shall reimburse us in full on demand for such Underwritten Receivables. Should you learn of any information that is detrimental to a shopper’s creditworthiness, you shall notify us of such information promptly.
  11. Your Data and Use of Your Logo. You hereby consent for us to share any required data with the Financing Partner in order to enable the Financing Services. You furthermore consent to the Financing Partner’s use of your logo or other marketing collateral for any white labeled services required in connection with the Financing Program, including but without limitation invoicing of the Credit Products.
  12. Funds Sent to You. If a shopper remits payment to you rather than to the Financing Partner for a transaction, you, within seven (7) calendar days, are responsible for returning the payment to the shopper. You shall redirect (in case of check not cashed) or refund the payment to the shopper, and you shall instruct the shopper to remit payment to the Financing Partner immediately.
  13. Your Indemnification Obligations and Limitation of Liability. In addition to the indemnification obligations of you outlined in the Agreement, you and your successors and assigns shall indemnify us, our affiliates, and our successors and assigns for any and all actions, losses, damages, liability or expenses (including reasonable attorney fees and expenses) suffered or incurred by us (either directly or as a result of an indemnification obligation in favor of the Financing Partner) and arising out of or in connection with any failure by you to comply with the provisions of this Addendum. The total liability of us resulting from the performance of our duties and obligations under this Addendum for any cause will not exceed the net amount realized by us under this Addendum.
  14. Termination. This Addendum may be terminated to the end of a calendar month by either party without cause upon thirty (30) calendar days prior written notice to the other party. This Addendum shall automatically terminate in the event the Agreement terminates for any reason. We furthermore have a right to immediate terminate this Addendum in case the agreement with the Financing Partner (or any other partner required to support the Financing Partner) terminates for any reason.
  15. Events Upon Termination. Upon termination of this Addendum for any reason, you shall immediately cease all use of any potential marketing material and shall immediately remove any references to the Financing Partner and/or to Financing Services and Credit Products from any shopper-facing documents and materials of any nature including but not limited to your website. You shall furthermore immediately cease to promote and offer the Financing Services and/or Credit Products by any means.

PayPal Credit Addendum

Last updated August 6, 2020

This PayPal Credit Addendum is in addition to the terms in the Agreement. Capitalized terms used in this Addendum have the same meaning as they do in the Agreement.

  1. PayPal Credit. We will enable PayPal Credit, as provided by Bill Me Later, Inc. (“PayPal”), as an enhanced payment method usable by shoppers in connection with transactions through the locales selected in an Order Form or Registration Form. We will control the implementation of PayPal Credit on our hosted portions of the Solution, and you agree to control such implementation of PayPal Credit on your hosted portions of the Solution, including the placement of all required disclosures, notices, FAQs, and PayPal logos. You agree and acknowledge that credit decisions are made by a third party, are subject to change from time-to-time, and are not in any way guaranteed. We will have no liability for the credit decisions of PayPal. Except as approved by us in writing, up to four (4) PayPal Credit Payment Options (as identified in the Order Form or Registration Form) may be implemented on the Solution at any given time. Any marketing message sent by or on behalf that references PayPal Credit or PayPal must comply with the PayPal Requirements (as defined below) and be approved by us (or PayPal as applicable). We both agree that the Discount Percentage applicable to any transaction through the Solution for which a shopper selects PayPal Credit as the manner of payment shall be increased in accordance with the Order Form or Registration Form (the “Incremental Discount Percentage”).
  2. Your-hosted website or store or Commerce Pages. You covenant that you will comply with all applicable Bill Me Later, Inc. guidelines, requirements, and rules, including without limitation, the posting of certain FAQs, disclosures, notices, and PayPal logos or branding upon sites hosted by you (the “PayPal Requirements”). You acknowledge that the PayPal Requirements are controlled by a third party and may change at any time.
  3. Promotional Pricing. We may from time-to-time offer reductions to the Incremental Discount Percentage applicable to transactions in which PayPal Credit is utilized by the shopper (“Promotional Discounts”). You acknowledge that we may condition, modify, or discontinue the Promotional Discounts at any time.
  4. Payment Reversals. Where you or your agent is responsible for the physical fulfillment of Products sold through the Solution and the shopper elects to use PayPal Credit as its method of payment, you covenant that you shall (a) utilize traceable shipping methods and signature confirmation for such shipment, and/or (b) you shall not and you shall prohibit any shipping carrier or other third party from accepting a change to the delivery address which change is requested by a person, organization or entity other than us. Without limiting any other remedies available to us for a breach of the foregoing covenant, you shall bear the sole risk of chargebacks, fraud, and payment reversals that arises or results from any such change to the delivery address of a physically fulfilled Product.
  5. Termination. We shall have the right to terminate this Amendment No. 1 upon fourteen (14) days’ notice to you.