Payment Addenda - Digital River - EN

Payment Addenda

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.

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.