GENERAL TERMS AND CONDITIONS
FOR
DIBS A/S
1. General
DIBS A/S develops and sells hosted payment solutions for e-commerce shops, mail order and telephone order firms and retailers. Our payment solution supports a number of payment types, including payments with payment cards. The functionality of the chosen product varieties, including the number of available payment types shall be accessible at any time at www.dibs.dk.
Unless otherwise expressly provided by the Agreement, the shop shall be responsible for approval with the individual acquirers of payment cards or other payment types.
DIBS A/S shall comply with the requirements from acquirers in force at any time with respect to payment solutions, including requirements for security processes and systems for anti-virus protection and unlawful gain of access by a third party to DIBS A/S servers used in connection with the payment solution. Any transfer and storage of information containing card number and expiry date shall be encrypted.
Any use of the payment solution shall be made according to the "General terms and conditions" in force at any time which the shop has accepted by signing the agreement between DIBS A/S and the shop (hereinafter called the Agreement).
2. DIBS A/S’ obligations
DIBS A/S shall endeavour that the payment solution is accessible 24 hours, 365 days. However, DIBS A/S shall be entitled to suspend the service when required by general maintenance or other technical matters.
DIBS A/S guarantees an uptime of 99.5% calculated quarterly in arrears on 1 January, 1 April, 1 July and 1 October. “Uptime” means 24 hours, 365 days less the time when the system or part of the system is not accessible for error-free use of services due to errors in the hardware and/or software. Minor errors, for instance where a few less important functions are out of service temporarily, but where it is otherwise possible to maintain normal service or where the Shop decides to postpone recovery of defects and deficiencies, shall not be deducted from the uptime. Likewise, service modifications for which the Shop is responsible and external failures (including breakdowns and defects and deficiencies with the Acquirer, breakdowns or failure in the telephone connection and similar) shall not be deducted from the uptime.
DIBS A/S performs daily backup of data on the servers relevant to the payment solution. Such backup shall only be saved to the extent warranted for carrying out payment transactions and recovery of the system in the event of a crash.
3. The Shop’s obligations
The Shop shall keep its username and password secret and, moreover, the Shop shall comply with DIBS A/S’ guidelines for use of the payment solution. The Shop shall report any breach of the security to DIBS A/S, including hacker attacks. DIBS A/S shall be given prompt notice in writing if the Shop’s Username and/or password should no longer be secret.
4. Prices and payment
DIBS A/S reserves the right in each calendar year to raise the prices by up to 5% per year. In the event of further price changes, DIBS A/S shall inform the Shop at three months' written notice.
Moreover, DIBS A/S shall be entitled to raise prices as a result of external events beyond DIBS’ control, including new legislation, public authority requirements, requirements and guidelines of acquirers etc.
Payment terms are 14 days from date of invoice. In the event of late payment, default interest shall be charged subject to the Danish Act on interest including a claims fee according to DIBS A/S’ price list and other collection costs, if necessary.
Unless the Shop has signed up for Pengeinstitutternes Be-talingsservice (“PBS”) automatic payment services, DIBS A/S is entitled to claim a fee for invoicing the Shop.
5. Intellectual property rights
Subject to third party rights DIBS A/S is entitled to claim any copyright of the payment solution and the Shop acquires the right of use, subject to the Agreement, only during the period for which the Agreement is valid.
6. Term and termination
The Agreement shall come into force when signed by the Shop. The shop will subsequently receive username and password.
Termination shall be made in writing (for instance by e-mail) and by three months’ prior notice for termination at the end of a month. DIBS A/S shall acknowledge receipt of any termination.
Where a party fails to perform his contractual obligations, the other party shall be entitled to terminate the Agreement at 2 weeks’ prior written notice within which period the party in breach shall be entitled to remedy the breach. In the event of termination, the Shop’s access to the payment solutions shall be suspended.
If the Shop fails to pay for the use of the payment solution on the due date of payment, the Shop has materially breached its obligations under the Agreement and conse-quently DIBS A/S is with immediate effect and without any notice entitled to (i) cancel the Agreement and (ii) to cut of the Shops access to the payment solution. The same shall apply if the Shop fails to comply with current legislation, public authority requirements, requirements and guidelines of acquirers, DIBS A/S’ guidelines or similar.
When the Agreement is terminated, the Shop shall not be entitled to refer to or otherwise use DIBS A/S' name or logo.
7. Liability and compensation
If, due to events for which DIBS A/S is responsible, it is not possible to use the payment solution, DIBS A/S shall be entitled and under an obligation to commence remedy within the same working day if the problem is reported before 12 o’clock or otherwise on the next working day at the latest. "Working day” means all days of the week other than Saturday, Sunday and Holidays and Constitution day (5 June), New Years day and Christmas Eve (24 December). Reporting of errors and telephone support are provided Monday - Friday 9.30 am to 4 pm. Recovery shall be made free of charge unless the error or defect or deficiency is caused by events for which the Shop is responsible. If so, DIBS A/S reserves the right to charge the Shop for the hours spent according to general charges.
If DIBS A/S fails to perform contractual obligations regarding the guaranteed uptime the fee for the relevant quarter shall be reduced accordingly. The reduction shall be calculated according to the difference between the guaranteed and the actual uptime for the said quarter. The Shop shall not be entitled to default powers other than the powers stated above in the event DIBS A/S fails to perform the contractual obligations regarding the guaranteed uptime.
DIBS A/S shall be liable only for the Shop’s direct loss and disclaim any liability for business interruption or loss of profits, loss of data, loss in connection with mutilation of data and any other indirect loss.
DIBS A/S’ liability for damages to the Shop cannot exceed an amount equivalent to the Shop’s total payment subject to this Agreement for the prior 12 months regardless of the reason for or scope of the loss.
The Shop shall indemnify DIBS A/S against any loss incurred by DIBS A/S and any expenses and claims against DIBS A/S incurred by a third party due to the Shop’s failure to perform its contractual obligations under the Agreement.
DIBS A/S shall not be liable for any error, crash or other interruptions due to any circumstances beyond DIBS A/S’ control or which are not caused by DIBS A/S’ negligence in the event of gross negligence. Moreover, DIBS A/S shall not be liable for disruptions in connection with any measures that are deemed to be necessary owing to technical, maintenance or operational reasons or required by the authorities.
Unpredictable failure, delay or failed delivery by DIBS A/S' suppliers, strikes, lockout, lack of transport facilities, restrictions imposed by public authorities and similar events of force majeure shall make DIBS A/S exempt from the liabilities subject to the Agreement to the extent and during the period any such event exists.
8. Assignment of the Agreement
DIBS A/S shall be entitled to assign the Agreement to a third party. Moreover, DIBS A/S shall be entitled to have its obligations subject to the Agreement performed by a third party.
9. Confidentiality
The Parties shall keep absolute confidentiality on all matters pertaining to the other Party’s or a third party’s secrets of which the Parties may gain knowledge in connection with this Agreement. This obligation shall also apply after termination of the Agreement.
10. Choice of law and venue
This Agreement shall be governed under Danish law and any dispute arising out of or in connection with this Agreement shall be settled by the Danish Maritime and Commercial Court in Copenhagen.
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