The below stated rules and undertakings (the “Scheme Rules”) apply to entities and individuals (collectively referred to as “Merchant/Merchants”) who have signed up for using Klarna Checkout (either directly with Klarna or indirectly through a third party (e.g. the Merchant’s platform provider), (the “Partner”)). The usage of Klarna Checkout, and thus prior acceptance of these Scheme Rules (including its General Terms and Conditions (the “GTC”) and specific terms relating to recurring payments (the “Recurring Payments Terms”, applicable upon the Merchant’s usage of the Services in such a way)) and the requirements relating to Email/Telephone orders (the "MoTo Requirements", applicable upon the Merchant's usage of the Services in such a way), creates a direct contractual relation (together with any terms agreed upon with Klarna or with the Partner on behalf of Klarna, the “Agreement”) between each Merchant and Klarna (jointly referred to as “the Parties”).
1. Background and scope of the cooperation
Klarna Bank AB (publ), Corp. ID No. 556737-0431, Sveavägen 46, 111 34 Stockholm, Sweden (“Klarna”) is a company supplying payment methods to Merchants selling online and through other agreed sales channels. Klarna Checkout is Klarna´s checkout solution for online shops which includes a number of payment options (“Klarna Checkout”). The payment options included in Klarna Checkout (the “Payment Options”) include both products provided by Klarna itself, such as Invoice and Part Payment, as well as payment options offered via third parties (“Third Party Payment Option Provider”), such as debit/credit card (Visa and Mastercard) and direct banking. The Payment Options offered vary from country to country and may change from time to time. The Merchant operates an E-store(s) from the approved and agreed upon web addresses/URLs (the “E-store”). The Merchant can integrate Klarna Checkout into its E-store or any other purchase channels that may have been agreed between the Parties and thereby enable the Merchant’s customers to pay via Klarna Checkout. Such integration may be done by the Merchant itself or through the use of a third party.
The Parties hereby agree to include Klarna Checkout and, consequently, the from time to time available Payment Options into the E-store or any other agreed purchase channels for the countries specified through the agreement between the Merchant and the Partner making the Service available to the Merchant or regulated directly between the Merchant and Klarna, and commit to cooperate in order to prepare and provide the Services.
2. Purchase via Klarna Checkout
The purchase by a customer via Klarna Checkout is conducted as follows: A customer who intends to use one of the Payment Options in connection with a purchase in the E-store or through other agreed purchase channels enters Klarna Checkout after choosing which goods or services to purchase. The customer is then asked to provide certain information in Klarna Checkout (e.g. E-mail address and postal code). Based on this information, Klarna Checkout assesses whether any additional information might be required in order to finalize the purchase and what Payment Options will be available to the customer. Klarna Checkout may also use external credit information or other information about the customer. After finalization of this assessment, the customer is offered suitable Payment Option(s) and then finalizes the purchase via one of these Payment Options (such customer is hereinafter referred to as a “Customer”).
3. Acquisition of claims by Klarna
Upon finalization of the purchase by the Customer a reservation for the respective amount is made in Klarna’s business transaction system (“Klarna´s Order Handling System”) to which Klarna grants the Merchant, or the Partner (on behalf of the Merchant) access in order to provide the Services. Klarna undertakes to acquire the Merchant’s claim against the Customer or the claims of the Merchant towards Third Party Payment Option Providers arising out of such purchase (together referred to as the “Claim”) depending on the Payment Option used and subject to the terms and conditions set out in this Agreement. Klarna acquires the Claim upon the Merchant’s activation of the Claim in Klarna´s Order Handling System which is to be made on the day when the goods are shipped or when the services are performed or as otherwise agreed between the Parties (“Activation”). The shipment of the goods/performance of the services is to be made as close to the date of the order as possible and within the timeframe communicated to the Customer in connection with the order. The Activation may not be made later than 14 days after the order has been placed. Upon acquisition of the Claim, Klarna pays to the Merchant a settlement in accordance with what is set out below. The relationship between Klarna and the Customer is regulated between Klarna and the Customer.
4. Payments and service charges
Unless otherwise agreed by Klarna and the Merchant, Klarna pays to the Merchant, after deduction of Service Charges (as defined below) and other claims Klarna may charge under this Agreement, the amount of the acquired Claims once per business day according to the following schedule: For Claims that Klarna acquires during Day 1, the payout to the Merchant will be made Day 4. For Claims that Klarna acquires during Day 2, the payout to the Merchant will be made Day 5, etc. Notwithstanding the foregoing, Klarna reserves the right to apply a longer settlement period where it so deems necessary (e.g. if the financial situation of the Merchant is dissatisfactory to Klarna). The settlement period may differ from country to country. Payments are made to the bank account provided by the Merchant for the respective country. Each Party bears its own bank transfer costs (if any). For providing its Services, Klarna is entitled to charge the prices and fees agreed upon between the Parties in relation to the respective country (the “Service Charges“). These Service Charges are either agreed upon directly between the Parties or through the Partner acting on behalf of Klarna in relation to the quotation of such Service Charges to the respective Merchant. No additional fees will be charged from the Merchant by Third Party Payment Option Providers for the respective Payment Option. Any Service Charges and other claims Klarna may have under this Agreement are quoted excluding VAT where VAT is applied. In such a case the Merchant changes partner, Klarna reserves the right to charge Service Charges according to what has been agreed between the Merchant and this new partner or according to Klarna’s standard pricing (which may deviate dependent upon segment, volume, Merchant financials etcetera).
5. Specific conditions for Klarna Checkout
The rights and obligations of the Parties are set out in detail in the GTC, which are stated below and also provided to the Merchant on request. In addition, the following applies in relation to Klarna Checkout: a) Klarna may share information regarding the Merchant with Third Party Payment Option Providers (e.g. VISA or MasterCard) if this is necessary for the provision of the Services e.g. for due diligence or operational processes of the Third Party Payment Option Providers. Klarna may create specific accounts for the Merchant at Third Party Payment Option Providers. Any actions Klarna undertakes on behalf of the Merchant based on this provided empowerment may not create additional obligations or costs for the Merchant. b) Klarna undertakes at all times to be Payment Card Industry Data Security Standard (“PCI DSS”) validated. The Merchant undertakes at all times to be compliant with the rules of PCI DSS. In case the Merchant uses Klarna Checkout in a compliant way, Klarna is responsible for the security of cardholder data that Klarna possesses or otherwise stores, processes, or transmits when providing Klarna Checkout. Klarna may ask for evidence that Merchant uses Klarna Checkout in a compliant way and/or is PCI DSS compliant (e.g. in the form of the applicable self-assessment form prescribed by the PCI council). c) Third Party Payment Providers may issue instructions which the Merchant has to comply with in relation to the respective third party payment method (the “Third Party Payment Provider Instructions”). Klarna will inform the Merchant in advance in case any such instructions are issued. Klarna is responsible for the fulfillment of the Third Party Payment Provider Instructions insofar that the Merchant cannot influence the compliance in Klarna Checkout. d) Third Party Payment Providers (e.g. card association or the card payment acquirer with which Klarna cooperates) or their designees may conduct onsite reviews for compliance purposes. The Merchant shall provide the information requested to complete such audit. Furthermore, the Merchant shall allow the Third Party Payment Providers such access to their premises and facilities, data, information and material as may be necessary. The Third Party Payment Option Provider may opt to utilize a third party to conduct such audit subject to (i) the Third Party Payment Provider issuing its appointment and authorization of such third party in writing and furnishing the Merchant with a copy thereof and; (ii) such third party entering into a confidentiality agreement.
6. Agreement period
Unless otherwise agreed (any previous effective agreement between the Parties in relation to Klarna Checkout takes precedence), the Agreement will be valid from the date of the Merchant’s first usage of the Services under this Agreement and remains valid until terminated by either Party, giving one (1) months’ notice.
Notwithstanding the foregoing, Klarna reserves the right to, at any time, without prior warning cancel the Merchant’s Agreement with Klarna and stop delivering the Services.
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Latest update on 28 February 2017
The general terms and conditions set out below are referred to as the “GTC”. Definitions and expressions used in the main part shall, unless specifically stated otherwise, have the same meaning in the GTC.
1. Klarna’s General Responsibilities
(a) Klarna is responsible for all credit control, financing, administration and customer service in respect of the Services. In relation to acquired Claims, Klarna will handle the collection and any administration.
(b) Klarna bears the credit risk and the fraud risk for the Claim, except for the cases listed in section 3. In cases where Klarna bears the fraud risk, Klarna will compensate the Merchant with the full amount of the Claim excluding VAT.
(c) Klarna provides the terms and conditions and information to be disclosed by the Merchant regarding Klarna´s Services in relation to Customers before, in connection with and after the purchase (the “Customer Terms and Information”). Klarna may, at its own discretion, change the Customer Terms and Information and any other Customer related material (such as contracts, forms or information regarding the Services). Klarna ensures that Customer Terms and Information are in conformity with any applicable laws and regulations.
(d) Unless otherwise agreed, Klarna will, after having received an electronic notification thereof from the Merchant, send invoices to the Customers via E-mail. In relation to Klarna Checkout, invoicing and other payment related notices to the Customer will always be made by Klarna. Regardless, Klarna always decides in its own discretion on any information sent/ contained on the invoices and other payment related notices.
2. Merchant’s General Responsibilities
(a) The Merchant shall present and market the Services by displaying Klarna´s logotype and – in case of Klarna Checkout – as requested by Klarna, the logotypes of Third Party Payment Option Providers from the landing page and onwards in the E-store. In relation to other marketing activities which include a reference to Klarna or the Services, the Merchant shall coordinate such activities with Klarna in advance by contacting Klarna at marketing@klarna.com. When marketing and using the Services, the Merchant will observe and abide to any applicable laws and regulations and other provisions and guidelines issued by any public authority.
(b) The Merchant undertakes to follow the instructions of Klarna regarding the integration of the Services (e.g. in Klarna’s integration guidelines which can be found under https://developers.klarna.com/en, the “Integration Guidelines”) and ensures that it at all times maintains the technical requirements needed on its part to enable the use of the Services.
(c) The Merchant shall provide Klarna with information that Klarna needs in order to provide the Services e.g. information needed by Klarna in order to identify the Customer.
(d) The Merchant shall provide the Customer with the Customer Terms and Information and ensures that the Customer confirms that these are accepted. Details are described in the Integration Guidelines. Furthermore, the Merchant is obliged to display the address of its permanent establishment, its privacy policy in the E-Store and an active customer service E-mail address and a customer service telephone number in the E-Store.
(e) The Merchant is not entitled to use its own invoice forms in relation to Customers.
(f) The Merchant has to ensure compliance with the Access Management Requirements (available under https://cdn.klarna.com/1.0/shared/content/policy/access_management/en_gb/requirements.pdf) in relation to the Merchant’s unique log-in details to Klarna’s Order Handling System. The Merchant is responsible for any actions taken when the log-in details are used. The Merchant is not entitled to use the reservation option in Klarna’s Order Handling System solely for credit checks without having the intention of subsequently transferring the Claim to Klarna.
3. Claim Returns
Klarna has the right to return Claims to the Merchant as per the following, and thereby also has the right to be refunded:
(a) Claims where delivery of the goods or services has not been carried out at all, has been unreasonably delayed or has been carried out to an address other than one approved by Klarna at the time of the respective purchase.
(b) If the Customer has a right to set off on account of counterclaim against the Merchant or a right to discounts or other deductions.
(c) If there is a dispute or contestation between the Merchant and the Customer regarding the Claim and such dispute or contestation is not based on a mere unwillingness or inability to pay. A dispute may be e.g. when the goods or services are alleged to be faulty or not delivered in full.
(d) Claims which relate to a natural or legal person who may reasonably be considered to share a financial interest with the Merchant, including, but not limited to, a company affiliated to the Merchant, owners or an employee of the Merchant and/or such affiliated company. This sub-section (d) merely applies if the Merchant has less than thirty (30) employees.
(e) Claims in relation to which a Customer acquires cash (e.g. currency exchange), checks or other money orders.
(f) Claims where the Merchant or the Customer in connection with the placement of the order has not provided Klarna with the Customer’s IP-address, complete goods list, telephone number and E-mail address. For Klarna Checkout this does not apply as far as the Merchant has integrated Klarna Checkout as requested by Klarna.
(g) Claims where the Merchant has not complied with Klarna’s from time to time applicable Shipping Policy, as well as Claims relating to goods/services which cannot be delivered in accordance with such Shipping Policy (e.g. digital downloads). This merely applies where the Customer insists not having made the order or insists not having received the goods, or if it is otherwise unclear who has received the goods/services. The Shipping Policy will be provided upon request or can be found at https://klarna.com/shipping-policies (“Shipping Policy”).
(h) Claims where the Merchant does not meet the requirements under section 4 and 5 below, or where the Merchant in connection with invoicing, Activation or otherwise breaches the Agreement.
(i) Claims where the Customer has used its lawful right to regret/cancel its purchase and/or its agreement with Klarna, or where the Merchant has extended to the Customer a right to return the goods or services in excess of what is stipulated in applicable mandatory laws.
(j) Claims in relation to which the Merchant is imposing terms and conditions in relation to Customers which deviate from the terms and conditions provided by Klarna or if the Merchant has agreed terms with the Customer that deviate from what has been communicated with Klarna.
(k) Claims where the Customer itself is not placing the order in Klarna Checkout (e.g. where the order is placed through email or phone call to the Merchant).
In the event of return of a Claim, loss of interest or other costs may arise, for which Klarna has the right to compensation. Currently Klarna charges the Merchant for Claims in reminder status SEK 10, for Claims in debt collection status SEK 50 and for Claims in bailiff status SEK 300. Klarna may also be entitled to compensation under other provisions of this Agreement. In the event of a return, Klarna retains the Service Charges. If Klarna at the time of the return already has received payment for the Claim from the Customer or a third party, Klarna is entitled to repay those amounts to them.
4. Responsibilities of the Parties in relation to Claims
(a) The Merchant may not without Klarna’s written consent enter into an agreement or arrangement with any third party regarding the purchase, pledging or payment of Claims, nor any other arrangement which restricts the right to transfer the Claims. The Merchant may not conclude agreements with Customers in other countries than those contractually agreed or in other currencies than those that apply to the respective countries.
(b) If payment is made directly by the Customer or a third party to the Merchant, this shall immediately be registered in Klarna’s Order Handling System or be communicated to Klarna in any other appropriate way. The Merchant has to immediately transfer the amount to Klarna and specify what the payment refers to. Alternatively, the Merchant’s debt to Klarna may be settled by a retransfer of the Claim.
(c) After acquisition of a Claim by Klarna, the Merchant may only agree to such arrangements with the Customer which can be registered in Klarna’s Order Handling System or through the agreed upon integration setup used by the Merchant. The Merchant has to inform Klarna immediately if the Merchant has agreed with the Customer on a return of goods/service or a reduction of the purchase price, or if the Customer has used its return/revocation rights provided by law. A reservation shall be cancelled immediately if the goods or services are unavailable.
(d) The Merchant shall answer Klarna’s questions regarding Claims without undue delay. The Parties shall in particular inform each other if a Customer disputes the obligation to settle the Claim. The Merchant undertakes to handle complaints promptly and correctly. The Merchant has to inform Klarna if a complaint has not been solved within one (1) month after receipt.
(e) In relation to Klarna Checkout, the Merchant is not entitled to impose any fees or otherwise a higher price for goods or services on the basis that the purchase is made through Klarna Checkout, or, to act discriminatory towards Klarna in any other way. Unless otherwise agreed, this also applies to any other transaction where a Customer has chosen any of Klarna’s Payment Options without the use of Klarna Checkout.
(f) The Merchant is responsible for the fulfillment of its obligations under its contractual relationship with the Customer and/or under any applicable law. The Merchant is not entitled to use the Services in relation to transactions which are deemed illegal under any applicable law or which violate Klarna’s from time to time applicable ethical instructions (https://cdn.klarna.com/1.0/shared/content/policy/ethic/en_gb/merchant.pdf, the “Ethical Instructions”), or – in case of Klarna Checkout – any Third Party Payment Provider Instructions.
(g) The Parties agree that together with the Claim also all securities related to the Claim shall be transferred to Klarna, such as for example any retention of title in the goods delivered. In case of a retransfer of a Claim, any such transferred security will also be retransferred.
5. Specific conditions concerning purchases and handout of goods in physical stores
Unless otherwise agreed with Klarna, the Merchant is not entitled to use the Services for the sale of goods in physical stores. The Merchant is neither entitled to accept the return of goods in its physical store(s). Goods purchased via the Services can be handed out to Customers in physical stores of the Merchant provided that the Merchant follows the instructions provided in Klarna’s shipping policy for the respective country.
6. Credit limit
Klarna will at its own discretion set a credit limit for each Customer. Klarna reserves the right to change such credit limit at any time.
7. Module Support
Klarna aims to support all modules and API’s that the Merchant uses to connect to Klarna’s Order Handling System. However, as technology progresses, Klarna reserves the right to decide in its sole discretion which modules and API’s to support. If Klarna at some point cancels support of a certain module or API, Klarna will first provide a notice of one (1) year. Information on which modules and API’s Klarna supports can be found at http://developers.klarna.com/en.
8. Duty to inform
For, inter alia, anti-money laundering (“AML”) purposes, the Merchant shall immediately inform Klarna:
(a) regarding circumstances concerning the Merchant and its owner, which may be of significant importance for assessment of the Merchant’s financial status;
(b) about changes relating to the Merchants address, its management, its board or AML relevant changes to the ownership structure;
(c) if there are any material changes with regard to the type of products or services offered by the Merchant or if the name under which the Merchant conducts its business is changed; or
(d) if there are any other material changes relating to the Merchant or its activities.
9. Termination
Each Party has the right to terminate the Agreement with immediate effect if:
(a) the other Party materially breaches any provision of the Agreement;
(b) the other Party repeatedly or continuously fails to meet its obligations under the Agreement and does not upon the other Party’s request remedy such failure within the time frame given by such other Party;
(c) the other Party has provided incorrect or misleading information, or has concealed circumstances of importance; or
(d) the other Party’s financial situation is significantly deteriorated.
In addition, Klarna has the right to terminate the Agreement if:
(e) the Merchant offers services or goods that violate Klarna’s from time to time applicable Ethical Instructions; or
(f) Klarna suspects a breach of the Agreement, and the Merchant does not, without undue delay, provide such reasonably requested information that is of importance in order to determine whether the Merchant has breached the Agreement.
In case Klarna terminates this Agreement under this section 9, Klarna has the right to, after deduction of the Service Charges or any other charges which Klarna is entitled to claim under the Agreement, return to the Merchant all unsettled Claims that have been acquired and to claim a refund.
The Merchant is aware and accepts that the Payment Options included in Klarna Checkout may change from time to time and that Klarna may remove single Payment Options at any point in time, e.g. due to a request of a Third Party Payment Option Provider.
10. Right to retain payments/ Set-off
(a) In the event of termination by one of the Parties, Klarna reserves the right to retain further payments to the Merchant and instead undertake a final account and payout after Klarna has checked the status of the outstanding Claims and the deadline for returns has passed.
(b) Klarna may temporarily retain payments corresponding to the amount of damages/increased risks which might be incurred by Klarna if the Merchant materially or, after a warning, repeatedly fails to meet its obligations. The same applies if the Merchant’s sales through Klarna show a significantly elevated level of returns or complaints in comparison to the Merchant’s historic figures. Prior to withholding funds in accordance with this sub-section (b), Klarna undertakes to inform the Merchant as to the reason why funds will be withheld.
(c) Klarna may temporarily retain payments corresponding to the amount of damages/ increased risks if Klarna reasonably suspects that the Merchant’s financial situation has deteriorated significantly. Klarna may retain such payments until the Parties have agreed on a solution to mitigate the risk or until the Merchant has provided adequate proof of a sound financial situation. In connection with withholding funds in accordance with this sub-section (c) Klarna undertakes to inform the Merchant as to the reason why funds will be withheld.
(d) Klarna may, in its own discretion, offset any amounts owed to the Merchant against any claims Klarna may have against the Merchant.
11. Force majeure
If the Parties are prevented from fulfilling their obligations under this Agreement due to circumstances which the Parties have no control over – e.g. lightning strike, fire, changed legal provisions or regulations provided by authorities, intervention by authorities, strike, communication or transport disruptions, changes in exchange rates or natural disasters – the Parties shall be released from its liabilities until the circumstance given rise to the Parties’ inability to fulfill their respective obligations no longer exists. This section 11 shall be viewed in the light of Klarna having a redundant system with geographically dispersed server sites. If a Party is prevented to fulfill its obligation for a longer period than 30 days due to any such circumstance mentioned above, the Parties shall have the right, without being liable to pay compensation, to terminate the Agreement with immediate effect.
12. Liability
If a Party does not fulfill its obligations under this Agreement, the other Party shall be entitled to claim damages. Each Party’s annual liability to pay any compensation or similar under this Agreement is limited to the greater of (i) an amount corresponding to the Service Charges paid or payable by the Merchant to Klarna in the twelve (12) months immediately preceding any claim or (ii) EUR 5,000. Neither Party is liable for unforeseeable damages or damages atypical for the Agreement, and particularly not for indirect or consequential damages.
Notwithstanding the above, the Merchant has to fully indemnify Klarna from and against any losses, claims or damages (including, but not limited to, fines and penalties) arising out of the failure to fulfill its information obligations in relation to the Customers. Additionally, the Merchant’s liability in relation to any amounts or claims relating to a return of a Claim under section 3 or 9 shall not be subject to the above stated limitation of liability.
In relation to Klarna Checkout, the Merchant also has to fully indemnify Klarna from any fines, penalties or any other claims imposed by a Third Party Payment Option Provider due to (i) circumstances which form a breach of this Agreement (e.g. the failure to comply with the Third Party Payment Option Provider Instructions), or (ii) a significantly elevated chargeback level compared to average market levels.
13. Communication
Notice of termination or any other correspondence under this Agreement shall be made in writing by letter, fax or E-mail to the contact details provided in the Main Agreement or as agreed otherwise in writing. E-mails to Klarna shall be sent to the following E-mail address: salj@klarna.com.
14. Amendments to the Agreement
Amendments to this Agreement require written form (letter, fax or E-mail). Klarna is entitled to unilaterally change any conditions of this Agreement, provided that Klarna notifies the Merchant of the changes at least 30 days in advance. In such cases, the Merchant is entitled to terminate the Agreement with a 30 days’ notice period. Such notice of termination shall be issued not later than 60 days after the Merchant receives the notification of amendment.
15. Transfers
Neither Party may transfer its rights and obligations under the Agreement without the other Party’s prior written consent. Notwithstanding the foregoing, Klarna has the right to transfer, pledge or in any other way dispose over the Claims without the Merchant’s consent. Klarna is entitled to engage subcontractors in order to provide its Services.
16. Confidentiality
The Parties undertake, during the term of this Agreement and for a period of two (2) years thereafter, not to disclose Confidential Information to any third party without the other Party’s written consent. “Confidential Information” means any information, in whatever form, disclosed or provided by one Party to the other party (the “Receiving Party”) in the context of this Agreement. Non-confidential information means any information which (a) is or becomes generally available to the public other than as the result of a disclosure by the Receiving Party; (b) the Receiving Party can show that it already had in its possession before it was received; (c) information which the Receiving Party is obliged to provide in accordance with any applicable laws, court order or decision by a governmental authority; or (d) information which the Receiving Party has received from a third party without being bound by confidentiality in relation to it. For the avoidance of doubt, Confidential Information also refers to third party information of technical, commercial or other nature unless there are objective and reasonable grounds to assume that such information is non-confidential. This provision applies to any information relating to third parties that the Merchant obtains when using Klarna’s Order Handling System or when communicating with Klarna, and where it is clear that the dissemination of the abovementioned information is not desired by third parties. Klarna is entitled to share Confidential Information with subcontractors, external advisors and other companies within the Klarna Group provided that such parties are subject to confidentiality obligations corresponding to those under this Agreement.
17. Data protection – Controller of Personal Data
(a) Handling of Customer data
The Parties agree and acknowledge that they will both be independently acting as data controllers in respect of personal data processed by them respectively pursuant to the Agreement, and that Klarna will be data controller in respect of any data received from Customers. Both Parties agree to comply with applicable privacy laws in respect of personal data processed pursuant to the Agreement. If, and to the extent that, a Party processes personal data on behalf of the other, the Parties shall in good faith discuss and agree upon a separate data processing agreement.
(b) Handling of Merchant contact data
Klarna will electronically process personal data pertaining to the contact persons of the Merchant, such as contact information, in order to provide the Merchant with the Services and to administer the business relationship with the Merchant. The data may also be used for statistical analysis and business reporting purposes, during fraud investigations and to comply with applicable laws and regulations. Klarna may disclose the information to other companies within the Klarna group, which may also use the information for the purposes described herein. The data may be transferred outside the EU/EEA area to states that do not have the same level of protection of personal data. Klarna is committed to protecting personal data and will put in place adequate safeguards in order to protect the data. Registered persons have upon written request the right of access to the data related to them. They also have the right to rectify such data. Further information may be obtained by contacting the controller of the data at dataprotectionofficer@klarna.com or at the registered address stated above.
(c) Handling of Merchant contact data for marketing purposes
Klarna may use Merchant contact data in order to send Newsletters, to conduct product surveys, to advertise similar products or services of Klarna and for event invitations. Klarna is entitled to submit data of the Merchant including its contact persons to companies within the Klarna Group which are entitled to use the data for the purpose described above, to the extent permitted by law. The recipient of such advertising can opt out from receiving further marketing communication by contacting dataprotectionofficer@klarna.com.
BY PROVIDING PERSONAL DATA ABOUT OTHER PERSONS THE MERCHANT CONFIRMS THAT IT HAS CONSENT TO DISCLOSE SUCH DATA AND FOR THE DATA TO BE USED FOR THE PURPOSES AND IN THE WAYS DESCRIBED IN (b) AND (c).
18. IP rights and know-how
Klarna retains all ownership and intellectual property rights to anything developed by Klarna and provided to or accessed by the Merchant under the Agreement. The Merchant’s use of Third Party Payment Option Providers’ trademarks, whether registered or not, does not entail any transfer of ownership, rights or copyrights. After termination of the Agreement or the removal of a certain payment method, the Merchant undertakes to immediately remove all respective logotypes and similar of Klarna and/or of any Third Party Payment Option Provider specifically relating to such payment method. This does not apply if the Third Party Payment Option Provider entitles the Merchant to continue the use of its logotypes. Klarna is entitled to refer to the Merchant as user of the Services in marketing, sales or similar material.
19. Exclusivity
a) In relation to the provision of single payment methods:
In relation to all sales to customers in the E-store and other agreed purchase channels against invoice, credit arrangement or any other service similar to the Services agreed with Klarna, the Partner will exclusively offer the Services agreed with Klarna. Example: In case this Agreement merely covers provision of Invoice, the Merchant is not entitled to offer invoice via any other provider or on its own, but is allowed to offer a service similar to Part Payment and other payment options via external providers or on its own.
b) In relation to the provision of Klarna Checkout:
The Merchant undertakes to ensure that all its sales via the E-store or any other purchase channel agreed between the Parties are made through Klarna Checkout. Notwithstanding the foregoing, the Merchant is allowed to carry backup/ failover solutions.
20. Governing law and jurisdiction
This Agreement is governed by the laws Sweden. Any dispute or controversy under or relating to this Agreement shall be settled by the District Court of Stockholm (Sw. Stockholms Tingsrätt) as first instance.
Should a provision of this Agreement become invalid or unenforceable, this will not affect the other provisions and the validity of this Agreement. Instead of the invalid or unenforceable provision, the Parties shall decide on a wording that comes as close as possible to the commercial meaning and purpose of such provision.
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Subject to the terms and conditions set out below, the Merchant is granted the right to accept Recurring Payments Transactions. For the purpose hereof, “Recurring Payment Transactions” are orders under use of the Services for which payments have been pre-authorised by the Customer and for which the goods or services are, at least partly, to be delivered or performed in the future by the Merchant without having to obtain approval from the Customer each time. Should the Recurring Payments Terms (including the Third Party Payment Provider Instructions set out below) be in conflict with any other provision within the Agreement, these Recurring Payment Terms shall prevail.
Recurring Payment Transactions
a. The Parties agree that Klarna has the right to retransfer Claims relating to memberships, subscriptions or similar services that have auto-renewal conditions (i.e. memberships, etc. are renewed automatically without the Customers actively opting to renew them) and where such auto-renewal has been contested by the Costumer within twenty-one (21) days after the first auto-renewal. Klarna has no right under this clause to retransfer Claims relating to memberships, subscriptions or similar services where an auto-renewal of such membership, etc. is contested following the second or any subsequent automatic renewal, except if such renewal is deemed invalid under any applicable law.
b. In relation to Recurring Payment Transactions, the following shall always, in addition to what is stated in the main body of the Agreement and the GTC, apply:
(i) In the event that the Customer wishes to use the Services for Recurring Payment Transactions, the Merchant has to provide to the Customer all legally required information and any other information required by Klarna from time to time relating to such transactions. In particular, the Merchant shall notify the Customer about the amounts that will be charged, in what intervals the amounts will be charged (e.g. once a month) and, in case of subscriptions, the termination period. In relation to card payments offered via Klarna, the Merchant has to follow the from time to time applicable Third Party Payment Provider Instructions (provided below).
(ii) A reservation for a Recurring Payment Transaction is to be made at the time when the Customer finalizes the order.
(iii) Every single payment due under a Recurring Payment Transaction has to be activated at the time when the service is made available to the Customer or, as the case may be, on the day when delivery of the goods/services is performed. Klarna has the right to assess every single activation of a Recurring Payment Transaction, and, reject such activation at its own discretion. Each single payment under a Recurring Payment Transaction shall be deemed to constitute a Claim under the Agreement.
(iv) The Parties agree that Klarna has the right to retransfer Claims arising out of Recurring Payment Transactions where the Merchant has not met the requirements set out above under a)-c), e.g. claims that are deemed void and/or unenforceable due to the Customer having been provided with insufficient information. Further, Klarna is entitled to retransfer Claims arising out of Recurring Payment Transactions where the Customer claims that he/she has not concluded a valid agreement with the Merchant.
(v) Klarna may at any time, e.g. due negative publicity, decide to restrict the use of Recurring Payment Transactions for certain or all countries. If so, the Merchant is, in relation to such countries, not permitted to accept Recurring Payment Transactions.
(vi) The Merchant shall indemnify and hold Klarna harmless from and against any losses or damages arising out of Recurring Payment Transactions, including, but not limited to, fines, penalties and claims for damages.
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Handling of Recurring Card Payments
This section contains Third Party Payment Provider Instructions in accordance with section 5 c) of the main body of the Agreement and applies to Recurring Payment Transactions. Definitions and expressions used in the main body of the Agreement and in the GTC shall have the same meaning below.
“Recurring Card Payment Transactions” are credit card payments which have been pre-authorised by the cardholder and for which the goods or services are, at least partly, to be delivered or performed in the future by the Merchant without having to obtain approval from the cardholder each time.
“Recurring Transaction Agreement” means the agreement to be concluded with the cardholder concerning Recurring Card Payment Transactions.
“Recurring Transaction” means each single transaction drawn under the Recurring Transaction Agreement.
For Recurring Card Payment Transactions, the following process is to be followed by the Merchant:
1. Entering into a Recurring Transaction Agreement
The Merchant has to obtain the cardholder’s express consent for the Recurring Payment Transaction in the checkout. This is to be done as follows:
a. The Merchant has to provide the following information to the cardholder in connection with obtaining the cardholder’s consent:
b. The amount of each Recurring Transaction:
(i) Whether the amount is fixed or variable
(ii) The date of each Recurring Transaction
(iii) Whether the date is fixed or variable
(iv) Specify the method of communication for all cardholder correspondence
Klarna will inform the Third Party Payment Provider that a transaction regards a Recurring Transaction.
If a non-approval response to an Account Verification message is returned to Klarna, no subsequent Recurring Transactions may be submitted under that Recurring Transaction Agreement. In this case, the Merchant should address the matter with the cardholder.
2. Confirmation of the Recurring Transaction Agreement
Once the cardholder has finalized the order, the Merchant has to confirm the Recurring Transaction Agreement to the cardholder within two business days using the agreed communication method.
3. Notification of Changes to the Recurring Transaction Agreement
The Merchant has to notify the cardholder, using the agreed method of communication, at least seven working days prior to initiating a Recurring Transaction in any of the following situations:
Furthermore, the Merchant is required to provide:
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In addition to any of the other requirements within this Agreement, the Merchant undertakes to fulfil the following Email/Telephone order requirements (the "MoTo Requirements") in such case the Merchant chooses to use the Services in relation to Customer orders managed over telephone or email:
Klarna will monitor the respective Merchant's compliance with these terms and may conduct sample checks to verify such compliance.
Please note that Klarna does not assume the entire risk when orders are obtained by the Merchant through email, telephone call or similar (see section 3k under "Claim Returns" above).
Last modified: February 28, 2017