1.1. These general terms and conditions (“General Terms and Conditions”) constitute an integral part of the Agreement concluded between the Customer and DIBS (“the Agreement”) and regulate the relationship between the Customer and DIBS in connection with the Agreement.
2 THE SERVICE
2.1. DIBS provides the Customer with the products and services specified in Section A of the Agreement (hereinafter referred to as “the Service”). The payment options included in the Service are also listed in Section C.
2.2. The detailed functionality of the products and services included in the Service are described on DIBS’s website for the Service and DIBS’s websites for support or technology.
2.3. DIBS shall also provide the Service with care and in accordance with good industry practice. DIBS must take reasonable measures to ensure that the Service is compatible with recognised operating systems on the market. However, DIBS does not guarantee that the Service is compatible or can be integrated with the Customer’s IT system.
3 SUPPORT, ETC.
3.1. DIBS provides support for the individual products and services that form part of the Service by e-mail. The Customer is entitled to additional support where this is stated in Section C or arranged by separate agreement.
3.2. In special circumstances, DIBS is entitled to inform the Customer of the operating situation, etc. by email to an address provided by the Customer, cf. Section B.
4 DEVELOPMENT OF THE SERVICE
4.1. DIBS continuously seeks to undertake development and improvements to the Service, so that it corresponds to the needs of the market. DIBS reserves the right, therefore, to make the changes and carry out updates to the Service as DIBS considers relevant.
4.2. Updated versions of elements of the Service will be made available to the Customer by DIBS.
5 SERVICE AVAILABILITY
5.1. DIBS aims for the Service to be available for the Customer around the clock, 365 days a year. The agreed availability for the Service is 99.5 %, measured retrospectively over a calendar quarter.
5.2. Service Availability (as a percentage) is calculated using the following formula:
- ”AT” is the agreed availability,
- ”TA” represents permitted interruptions in time, cf. point 5.4, and
- ”AB” represents other interruptions in time, but does not include interruptions for which DIBS is not responsible as per this Agreement.
5.3. The Service is regarded as available to the extent to which a response can be obtained from the DIBS gateway. The DIBS administration module, which can be accessed via the DIBS website, is not included in the calculation of availability, cf. point 5.2, unless the Customer’s contract is of the ‘DIBS Post og Telefon’ type, cf. Section C. DIBS aims for the administration module to have the same availability as the Service in general.
5.4. DIBS reserves the right to close the Service temporarily for maintenance, updates, upgrades or other servicing measures. Such interruptions will be considered Permitted Interruptions. The Customer will be notified, where practically possible, a minimum of three (3) days prior to Permitted Interruptions, which are aimed to be scheduled outside the Service’s peak hours.
5.5. DIBS is not responsible for interruptions or a lack of availability if this is due to circumstances for which DIBS is not responsible. Such circumstances will be considered to include: errors and/or viruses in the Customer’s or any third party equipment, software, communication tools and/or its IT environment in general; conditions resulting from the nature of the Internet or its procedures; force majeure, cf. point 9.5; the Customer’s use of the Service in violation of this Agreement; other circumstances for which the Customer or a third party is responsible, including interruptions to the Internet.
5.6. If the calculated availability, cf. point 5.2, in one calendar quarter is lower than the agreed availability, cf. point 5.1, the Customer is entitled to a rebate on the Subscription paid by the Customer for the calendar quarter in question, at a rate of 2 % of the Subscription for each percentage point the calculated availability is below the agreed availability. However, any such rebate may not exceed 50 % of the Subscription for that quarter.
5.7. In order not to lose the right to a rebate as per point 5.6, the Customer must present DIBS with a written claim for a rebate within one (1) month of the end of the calendar quarter in question.
5.8. DIBS is entitled to offset any rebate on the Subscription against the next Subscription invoice for the Customer.
5.9. This point 5, including point 5.6 in particular, exhaustively regulates the Customer’s rights and privileges, and DIBS’s liability in the event of the Service’s reduced availability. The Customer is not entitled to any other or further repayment, remuneration, rebate or compensation on these grounds. If DIBS is obliged to pay the Customer the maximum rebate for one calendar quarter, cf. point 5.6 and point 5.7, this will be considered a material breach of the Agreement, which may result in termination, cf. point 14.5.
6 SECURITY, ETC.
6.1. DIBS is obliged to comply with the current applicable demands from payment acquirers, including demands for security procedures.
6.2. Furthermore, DIBS is responsible for ensuring that credit card numbers and codes are handled in a secure manner in accordance with the requirements set out in the Payment Card Industry Data Security Standard (PCI DSS).
6.3. DIBS makes daily backups of the data stored in the Service. The backed-up data/information is only stored to the extent the information is required for completing payment transactions and reversal in the event of operational disruption at DIBS. DIBS is responsible for ensuring that Customer Data, which means all data that the Customer sends to and/or via DIBS’s System when using the Service stored at DIBS, is kept for at least 12 months from receipt of the information by DIBS’s System.
6.4. DIBS shall handle all Customer Data in accordance with the terms in point 10, although DIBS is always permitted to disclose Customer Data at the request of acquirers, banks, the police or other authorities. In the event of any such request, DIBS will notify the Customer wherever possible.
6.5. The Customer is responsible for obtaining the approval of individual card acquirers or in connection with other forms of payment. DIBS may require the Customer to document relevant approvals at any time.
6.6. In the event that the Customer becomes aware of card numbers, the Customer is obliged to comply with the relevant PCI DSS requirements. Furthermore, the Customer must comply at all times with the rules and procedures developed by banks in accordance with which DIBS carries out payment transactions. The Customer is responsible for ensuring that sensitive information, such as login information, passwords and the like, are handled in a secure manner, including keeping such information confidential.
6.7. The Customer is not entitled to carry out security tests, analyses or evaluations, or other assessments of DIBS’s System, without the prior written consent of DIBS.
7 ERROR CORRECTION
7.1. If the Service’s function differs from what has been agreed, cf. point 2.2, this constitutes a Fault.
7.2. DIBS is obliged, within a reasonable time from having been informed by the Customer of any Fault, to begin remedying any such Fault so that the Service fulfils the agreed function.
7.3. The Customer must, when informing DIBS of any Fault, provide DIBS with all relevant information on the perceived Fault and the circumstances of this, as far as possible. In connection with DIBS’s error correction, the Customer must also, to a reasonable extent, be available to answer DIBS’s questions and assist in testing of DIBS’s error correction.
7.4. If rectification of a Fault is not practically possible for DIBS, if it cannot be remedied by use of reasonable measures, or if DIBS cannot remedy the Fault within a reasonable time, the Customer, provided it has complied with point 7.3, is entitled to a rebate on the subscription equivalent to the reduced function of the Service. Any rebate on the Subscription relates only to the period from the point the Customer informed DIBS of the Fault until the point DIBS has remedied it, and cannot exceed 50 % of the Subscription for that period.
7.5. In order not to lose the right to a rebate, the Customer must present DIBS with a written claim to that effect within one (1) month of the point when the Customer became aware that the Fault would not be remedied, cf. point 7.4.
7.6. DIBS is entitled to offset any rebate on the Subscription against the next Subscription invoice for the Customer.
7.7. DIBS is not responsible for or obliged to perform error correction, and the Customer is not entitled to a rebate on the Subscription, in the event of Faults or other deviations in the Service’s function that are irrelevant to the Service’s intended application, which only cause negligible inconvenience to the Customer, or are caused by:
i. the Customer’s use of the Service in connection with equipment, software or accessories other than those recommended or approved by DIBS,
ii. the Customer’s modifications or alterations to the Service or other software without DIBS’s prior written approval,
iii. external attacks, including viruses, or other circumstances beyond the control of DIBS, such as faults or deficiencies in equipment/accessories or software which are not included in the Service or part of DIBS’s System,
iv. force majeure, cf. point 9.5.
7.8. This point 7, including point 7.4 in particular, exhaustively regulates the Customer’s rights and privileges, and DIBS’s liability in the event of Faults in the Service. The Customer is not entitled to any other or further repayment, remuneration, rebate or compensation on these grounds. If DIBS, cf. point 7.4 and point 7.5, is obliged to pay the Customer the maximum rebate on the Subscription for a period of one month or more, this will be considered a material breach of the Agreement, which may result in termination, cf. point 14.5.
8 FEES AND PAYMENT TERMS
8.1. The agreed fees, including any prices and charges, are laid out in Section A of the Agreement.
8.2. The Customer will be invoiced monthly. Which services are to be invoiced in advance and which are to be invoiced in arrears are set out in Section A. DIBS’s invoices are due for payment 14 days after the invoice date.
8.3. An invoicing fee of SEK 35 per invoice is payable.
8.4. The Customer is not entitled to offset any fees the Customer is liable to pay to DIBS against any claims against DIBS without prior written consent from DIBS.
8.5. In the event of late payment, a payment reminder fee and late-payment interest on the full outstanding sum will be payable from the due date until full payment has been made in accordance with the Swedish Interest Act.
8.6. In the event of late payment, DIBS is also entitled, without liability to the Customer, to suspend its provision of the Service until full payment is received. Upon resumption of the Service following suspension due to late payment, DIBS is entitled to charge an administration fee of SEK 1,000.
8.7. DIBS is entitled, without prior notice, once each calendar year to raise the current fees and charges by up to 5 % per year compared to the existing fees and charges. Any additional changes can only be made with three months’ written notice, although DIBS is entitled, at any time, to adjust the current fees and charges when this is due to external factors beyond DIBS’s control, including but not limited to: new or amended laws, governmental regulations or requirements from acquirers, where such changes are to be proportionate to the impact of the external factor on DIBS’s costs.
9 LIABILITY AND LIMITATION OF LIABILITY
9.1. The parties are responsible to each other in accordance with general Swedish law, subject to the limitations set out in this Agreement.
9.2. Neither party will be liable for indirect losses and damages, including but not limited to operational loss, lost or missing profit or revenue, lost or reduced savings, loss of or damage to data, equipment costs, or loss of existing or potential customer agreements. Nor is DIBS responsible for loss, damage, error, inconvenience or delay attributable to the Customer’s or any third party circumstances, including interruptions to the Internet.
9.3. DIBS’s total liability for compensation to the Customer within any one calendar year will not exceed an amount equal to the Customer’s Subscription for one calendar year.
9.4. If the Customer wants to bring a claim for compensation against DIBS, this must be done within three months of the time the Customer was or should have been aware of the circumstance that forms the basis for the claim. After three months, the Customer’s opportunity to bring such a claim lapses.
9.5. Neither party will be liable to the other party if a party is prevented from fulfilling its obligations under the Agreement due to a circumstance over which the party had no control and which the party could not reasonably have foreseen when entering into the Agreement, including, but not limited to, lightning strikes, labour disputes, war, fire, riots, power failure, natural disasters, extensive water damage, largescale or directed virus and/or hacker attacks, changed regulatory requirements and/or failure or delay on the part of subcontractors. If a party has been unable to meet its obligations under the Agreement for a period of three months, the other party may terminate this Agreement without notice.
10 DUTY OF CONFIDENTIALITY AND PERSONAL DATA
10.1. Each of the parties is obliged, during the contract period and for three years thereafter, not to disclose information about the Agreement and/or information concerning the other party’s business or business situation, including any business or trade secrets or information which should reasonably be considered confidential to any third party without the other party’s written consent. Information specified by a party as confidential, secret or similar should always, but not exclusively, be regarded as a business or trade secret.
10.2. However, any information that a party can demonstrate is or was generally known or published with the consent of the other party is excluded from this duty of confidentiality.
10.3. Irrespective of the duty of confidentiality, a party is obliged to disclose such information if this is in accordance with current legislation, official decisions, stock exchange contracts or the like. However, before any such disclosure, the disclosing party must inform the other party, wherever possible.
10.4. The parties must ensure that their employees, consultants, subcontractors and others are bound by the required duty of confidentiality to maintain confidentiality to the extent that they may need access to confidential information.
10.5. If DIBS processes personal data on behalf of the Customer, DIBS only acts in accordance with instructions from the Customer. DIBS has taken the appropriate technical and organisational security measures to protect such information against accidental or unlawful destruction or careless handling and against its unauthorised disclosure, misuse or processing in other respects in violation of applicable personal data legislation. DIBS must, if processing personal data on behalf of the Customer, on request and on payment of a fee for such work, provide the Customer with sufficient information to enable it to ascertain that the stated technical and organisational security measures have been taken. When processing personal data in accordance with this Agreement the Customer is considered to be data controller and DIBS is considered to be data processor. This point 10.5 is the data processor agreement according to the Swedish act on processing of personal data (personuppgiftslagen) §30.
10.6. If DIBS makes use of subcontractors in relation to providing the Service, which processes personal data at the Customers expense, the Customer hereby gives DIBS mandate to enter into a data processor agreement with such subcontractor at the Customers expense. DIBS will see to, that the regulation in the Swedish act on processing of personal data in relation to the data processing in this Agreement, are directed at such subcontractor. If DIBS in relation to the processing of personal data transfers these to a subcontractor in a country, which (i) is not a member of the European Economic Area (EEA), and (ii) does not ensure an adequate level of protection of personal data, the Customer will enter into standard clauses with the subcontractor in question. By ”standard clauses” is meant a standard agreement approved by the EU Commission, which is made in order to ease the transfer of personal data to countries outside the EEA, which do not ensure an adequate level of protection regarding the processing of personal data.
11.1. DIBS owns and retains all rights, including ownership and copyright for all of the services and products included in the Service, including but not limited to material, software, source code, instructions, documentation and tools, and any related information and know-how. The Agreement does not convey to the Customer any ownership or intellectual property rights to the Service or other services and products covered by the Agreement, apart from the stated right of use, cf. point 11.2.
11.2. The Customer gains a non-exclusive right to use the Service during the agreement period in accordance with the Agreement and other reasonable instructions from DIBS. This includes an entitlement for the Customer to use material, software, instructions and the like made available to the Customer by DIBS under the Agreement for the purpose of using the Service.
11.3. The Customer is not entitled to transfer, sub-license or re-license the software, codes, etc. made available to the Customer by DIBS. Moreover, the Customer is not entitled to copy, translate, modify, decompile or reverse engineer any such software or codes, unless otherwise provided for by mandatory legislation.
11.4. The Customer is responsible for returning or destroying all copies of software, codes, etc., documentation and the like made available immediately upon termination of this Agreement.
11.5. The Customer is entitled, during the agreement period, to reproduce DIBS’s logo on the Customer’s websites. However, the Customer must never give the impression of anything other than the existence of a customer relationship between DIBS and the Customer. The Customer must comply with DIBS’s instructions for reproducing the DIBS logo at all times.
11.6. DIBS is entitled, during the agreement period, to make use of the Customer’s brand and logo for marketing purposes. The Customer may give DIBS reasonable instructions concerning such use.
12.1. DIBS is using cookies in relation with its payment window. Information of the cookies can be found here.
12.2. The Customer is in accordance with current legislation obligated to obtain it users’ acceptance of the cookies used by DIBS at any time. The Customer is in this regard entitled to link to DIBS’ informational website regarding cookies, cf. point 12.1.
13 ASSIGNMENT AND SUBCONTRACTORS
13.1. DIBS is entitled to use subcontractors, including personal data assistants, to fulfil all or some of its obligations under the Agreement. DIBS is liable to the Customer for subcontractors employed by DIBS as for its own part.
13.2. DIBS is entitled to assign its rights and obligations under the Agreement to a third party. The Customer is only entitled to assign rights or obligations under the Agreement with the prior written consent of DIBS. DIBS may not withhold such consent unreasonably, but is entitled to impose special conditions on consent.
14 COMMENCEMENT AND TERMINATION
14.1. The Agreement comes into force upon signing by the parties, and runs until it is terminated.
14.2. The Agreement cannot be terminated with notice, for a period of 12 months following its entry into force. Hereafter, each party is entitled to terminate the Agreement in writing by giving three months’ notice at the end of a calendar month.
14.3. Termination by the Customer must be sent to DIBS’s official e-mail address, by post or fax. DIBS will confirm receipt of the termination. DIBS is entitled to send notice of termination to the e-mail address provided by the Customer.
14.4. The Customer is entitled to terminate the Agreement early by giving 30 days’ written notice, it any such termination is received by DIBS within 30 days of DIBS having sent information of a change to the Customer if DIBS, in accordance with point 16.1, changes the content of these General Terms and Conditions and/or in accordance with point 4.1, changes the Service and any such change involves a significant deterioration for the Customer.
14.5. Each party is entitled to terminate the Agreement with immediate effect by informing the other part in writing, if the other party is in material breach of agreement and has not remedied the breach within a period of 30 days after written notice thereof, or has documented that, within the same deadline, it has taken steps to remedy the breach. Restoration of fault-free service within the stated deadline will be regarded as having remedied the breach.
14.6. The following will always be regarded as material breach of the Agreement:
• Payment default on the part of the Customer
• Failure by the Customer to adhere to/comply with applicable statutes, regulations or official decisions and demands/guidelines from acquirers.
15.1. The Agreement between the parties constitutes the entire agreement basis. No prior written or verbal commitments or the like not contained in this Agreement may be invoked as a basis for interpretation in relation to the Agreement.
15.2. In the event of any inconsistency between these General Terms and Conditions and the other Sections of the Agreement, cf. Sections A-C, the content of such other Sections take precedence.
15.3. This English language version of the General Terms and Conditions is for easing the understanding of DIBS’s terms. In the event of any inconsistency between these English General Terms and Conditions and DIBS’s Almanna Villkor in Swedish, the Swedish version of the terms applies.
16 CHANGES TO THE GENERAL TERMS AND CONDITIONS
16.1. DIBS reserves the right to make changes to these General Terms and Conditions with a period of notice of 30 days.
16.2. The Customer will be informed of the revised terms and conditions by e-mail, sent to the e-mail address provided by the Customer, cf. Section B. The new version of the revised terms and conditions will be published on the DIBS website and/or via the administration interface.
16.3. Once the period of notice comes to an end, cf. point 16.1, the revised terms and conditions will come into force, unless the Customer has terminated the Agreement in the mean time, cf. point 14.4.
17 VENUE AND CHOICE OF LAW
17.1. The Agreement is subject to Swedish law.
17.2. Any disputes between the parties which cannot be settled amicably will be settled by the Swedish courts, where DIBS has its registered office.
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