General Terms and Conditions Regarding Accepting Ticket solutions for Meal and/or Sports and Cultural Services

Transcription

1 General Terms and Conditions Regarding Accepting Ticket solutions for Meal and/or Sports and Cultural Services 1. Purpose and Scope 1.1 The General Terms and Conditions shall be applicable to a contractual relationship between the Merchant and Edenred Finland Oy ( Edenred ), pursuant to which the Merchant is entitled to accept Ticket solutions issued by Edenred as payment for meal and/or sports and cultural services purchased in Finland. 1.2 In accordance with these General Terms and Conditions, the Merchant agrees to accept all Ticket solutions as payment for meal and/or sports and cultural services purchased from the points of sale designated by the Merchant in the Agreement. 1.3 Edenred shall have the right at any time to publish and update the guidelines binding the Merchant directly on its Website Service Price List shall mean the price lists for the Ticket solutions issued by Edenred or the Supplementary Services offered by Edenred. The Service Price Lists shall be published on the Website. Service fees may vary depending on the Ticket solution Online Service shall mean any application or service offered by Edenred, allowing the Merchant to obtain information regarding the Ticket solutions and/or Supplementary Services issued by Edenred that the Company receives Supplementary Service shall mean any supplementary service provided by Edenred, which Edenred is offering to the service providers of meal and/or sports and cultural services Website shall mean the website 2. Validity The General Terms and Conditions shall become effective on 22 July 2016, and shall remain in force indefinitely. 3. Definitions 3.1 Agreement shall mean the Agreement between the Merchant and Edenred regarding the acceptance of the Ticket solution, to which these General Terms and Conditions are attached. 3.2 Merchant shall mean a company or entrepreneur who has concluded an Agreement with Edenred. 3.3 General Terms and Conditions shall mean these general terms and conditions, forming a part of the Agreement regarding the acceptance of Ticket solution for meal and/or sports and cultural services. 3.4 Guidelines shall mean the rules, instructions and regulations furnished to the Merchant by Edenred or a third party from time to time, such as guidelines regarding the handling of the Ticket solution and instructions issued by the Finnish Tax Administration or banks transmitting payment transactions. 3.5 Merchant Agreement shall mean the separate Merchant Agreement between the merchant and the recipient of payment transactions (the bank receiving the card transaction) regarding the receipt of card payments, not covered by the scope of this Agreement. 3.6 Ticket solution shall mean all the current and future prepaid products issued and/or managed by Edenred, intended for the payment of employees meal and/or sports and cultural services. The current Ticket solution referred to under the Agreement comprise the Ticket Lounas LounasseteliTM Payment Vouchers, Ticket Lounas Cards, Ticket Duo Cards and Ticket Mobile Payments. The current Ticket solutions for sports and cultural services referred to under the Agreement comprise the Virikeseteli Payment Vouchers, Ticket Virike Cards, Ticket Duo Cards and Ticket Mobile Payments. 3.7 Cards shall mean all Ticket solutions encompassed by the Agreement in the form of a card. 3.8 Vouchers shall mean all Ticket solutions encompassed by the Agreement in the form of vouchers. 3.9 Mobile Payments shall mean all Ticket solutions encompassed by the Agreement in a form of mobile application and/or Web. 4. General Obligations of the Merchant 4.1 Under the Agreement, the Merchant shall have the right and obligation to accept all Ticket solutions as payment for the meal and/or sports and cultural services offered by it. Merchants that currently do not have card payment terminals at their disposal shall have the right and obligation to accept Vouchers or Mobile Payments as payment for the services offered by them. Edenred agrees to notify the Merchant of any changes in its selection of Ticket solutions on its Website. 4.2 The Merchant agrees to accept Ticket solutions solely as payment for meal and/or sports and cultural services in accordance with the agreement between the Merchant and Edenred. The Merchant shall not be permitted to exchange Ticket solutions to cash, or to give any change for same. Ticket solution must not be accepted as payment for alcohol, tobacco, groceries or other commodities, or services not encompassed by the applicable tax regulations. The Ticket solution shall be personal. 4.3 The Merchant agrees to comply with all of the Guidelines furnished to it by Edenred or a third party from time to time. Edenred shall separately provide the Merchant with separate guidelines regarding the utilization of targeted Ticket solutions. 4.4 In accepting the Ticket solutions, the Merchant agrees to abide by the resolutions of the Finnish Tax Administration pertaining to fridge benefits and the utilization of targeted Ticket solutions, in force from time to time, as well as other authority regulations. The applicable valid tax guidelines may be reviewed on the Website. The Merchant acknowledges and accepts the limitation, pursuant to which the Ticket solution may only be used as payment for the services encompassed by the benefit from time to time. 4.5 The Merchant agrees to identify and verify the identity of the holders of Ticket solution in accordance with the Guidelines. The Merchant agrees to instruct its personnel and to also otherwise act in compliance with all of the existing Guidelines, including guidelines pertaining to the utilisation of targeted Ticket solution. 4.6 The Merchant must not charge the customer any surcharge for the utilisation of the Ticket solution, or place the Ticket solutions in an unequal position as compared to other modes of payment. Edenred shall not be liable for any damage incurred from the utilisation of

2 services paid for by the Ticket solutions. 4.7 The Merchant shall be obligated to utilise Edenred s trademarks, in accordance with the instructions provided by Edenred, to indicate the acceptance of the Ticket solutions. Edenred shall have the right to utilise the name and logo of the Merchant in the marketing of the Ticket solutions. 5. Voucher Acceptance Service 5.1 The Merchant agrees to handle the Vouchers received by its in accordance with the instructions regarding the handling of the Vouchers found on the Website. In particular, the Merchant must ensure when accepting a Voucher that it is valid in accordance with the term of validity indicated therein and that the Voucher is intact, unused and authentic. 5.2 LounasseteliTM Voucher reimbursement: The Merchant must ascertain that the LounasseteliTM Vouchers received reach Edenred latest within fifteen (15) days of the expiration of the term of validity indicated on the Luncheon Vouchers. 5.3 Virikeseteli Voucher reimbursement: The Merchant must ascertain that the Virikeseteli Vouchers reach Edenred by the last working day of the February following the expiration of the term of validity indicated on the Vouchers. 5.4 The Merchant shall be liable for the safe delivery of the Vouchers to Edenred. 5.5 Edenred shall reimburse to the Merchant the nominal value of the Vouchers that the Merchant has delivered to Edenred pursuant to the Agreement and processed in accordance with the Guidelines. Edenred shall deduct from the nominal value the service fee set forth in its service price list in force from time to time. The service price list is published on the Website. The fees may vary depending upon the Ticket solution. 5.6 Edenred shall have the right to deduct a service fee charge set forth in its price list in relation to Vouchers processed in violation of the Agreement and/or the Guidelines. Furthermore, Edenred shall, in lieu of the termination right set forth under Clause 11, or in addition to same, have the right to refrain from the reimbursements to be effected to the Merchant entirely or partially in relation to the Vouchers that are processed or delivered to Edenred in violation of the Agreement and/or the Guidelines. 5.7 The Merchant agrees to promptly inspect that the amounts reimbursed to the Merchant by Edenred match the nominal value of the Vouchers delivered and declared by the Merchant to Edenred (less Edenred s service fee). The Merchant agrees forthwith, and latest within thirty (30) days of the date of reimbursement to notify in writing of any discrepancies in the amounts of Edenred s reimbursements and the Voucher payments received by the Merchant. Edenred shall not be liable for any discrepancies in reimbursement amounts declared after the time period mentioned under Clause The Merchant agrees to verify that Edenred has received and paid the reimbursement on time. In case the Merchant has not received payment for a reimbursement submitted by it, the Merchant agrees to notify Edenred in writing latest within twenty-one (21) days of the date the Vouchers were sent to Edenred of the unpaid reimbursement. Edenred shall be entitled to require the Merchant to produce and the Merchant shall be obligated to produce to Edenred the requisite proof for the purposes of the investigation work pertaining to the unpaid reimbursement ( Collaboration Obligation ). In case the Merchant fails to produce the requisite proof within seven (7) days of the request, the Merchant shall be deemed in breach of the Collaboration Obligation, in which case Edenred shall not be liable to continue with its investigation work. Edenred shall not be liable for any unpaid reimbursements that the Merchant announces after the time period mentioned under Clause 5.8 herein, or in relation to which the Merchant fails to comply with the Collaboration Obligation. 6. Card Acceptance Service 6.1 The Merchant agrees to process the Cards accepted by it in accordance with the instructions for Card processing published on the Website. The cardholder must show the Card to the merchant prior to the purchase. The processing and verification of card transactions takes place in accordance with the Merchant Agreement between the merchant and the bank receiving the card transaction, falling outside of the scope of this Agreement. 6.2 To process card payments, the Merchant requires payment terminals connected to the MasterCard/Maestro payment system. 6.3 The Merchant must not accept a payment transaction that the recipient of the payment transaction cannot verify in online status, in case such immediate verification is necessary. The Merchant warrants and shall be liable for ensuring that the sum to be charged from the Cards always corresponds to the service offered to the cardholders. 6.4 The Merchant shall pay its bank, or another contractual partner, the customary merchant fee for transmitting the payments made using the Cards based on a separate agreement. Under no circumstances shall Edenred be liable for payments based on agreements to which it is not a party. 6.5 Edenred shall have the right to request the Merchant for proof of a single or several purchase transactions for the purposes of investigating cardholders claims. Edenred reserves the right to refrain from accepting payment transactions made using the Cards that are erroneous, or illegal, void or in violation of the Agreement, or that are made using counterfeit or expired Cards. 6.6 Edenred shall charge from the Merchant a service fee in accordance with its price list in force from time to time. The Service Price List shall be published on the Website. The fees may vary depending on the Ticket solution. The payment term shall be net fourteen (14) days. Any fees to be charged for the utilisation of the Cards shall be determined based on a separate Merchant Agreement. 6.7 Any other charges and fees, terms of payment and terms of invoicing shall be determined on the Website, or separately in writing. 7. Mobile Payments Acceptance Service 7.1 The Merchant agrees to process the Mobile Payments received by it in accordance with the instructions on Mobile Payments published on the Website. The Mobile Payment transactions are processed and verified by a company belonging to the Edenred group, PrePay Solutions Ltd ( PPS ). 7.2 In order to be able to process Mobile Payments, the Merchant requires a functioning Internet connection. Monitoring of Mobile Payments takes place by means of logging into the Online Service. 7.3 Edenred shall reimburse the received Mobile Payments to the Merchant in accordance with the valid reimbursement schedule. The valid reimbursement schedule shall be

3 published in the Online Service, or separately on the Website. 7.4 Edenred shall deduct from the Reimbursement to the Merchant the service fee in accordance with its price list in force from time to time. The valid price list shall be published on the Website. Service fees may vary depending on the Ticket solution. 7.5 Any other charges and fees, terms of payment and terms of invoicing shall be determined on the Website, or separately in writing. 8. Data processing and Data Security 8.1 The Merchant acknowledges that as part of the Mobile Payment acceptance services, or as part of Online Services, the Merchant may obtain a viewing right to the personal data of persons using Mobile Payments, or such personal data may otherwise be disclosed to the Merchant in connection with the services. The Merchant shall have the right to review or otherwise process said personal data solely for the purpose and in the scope necessary for the purposes of processing and reimbursement of the Mobile Payments received by the Merchant. The Merchant shall not have the right to exploit or process such personal data for any other than the aforementioned purpose. 8.2 The Merchant agrees to abide by the statutory requirements pertaining to the Mobile Payments, or otherwise to Internet services, and to ensure the confidentiality of personal data processing, as well as the secrecy of data. The Merchant shall be solely liable for ensuring that the equipment employed in the utilisation of the services meets sufficient security requirements pertaining to information technology and that the Merchant s personnel has been sufficiently inducted into the confidential processing of personal data. The Merchant shall be obligated to ensure that no third parties have access to personal data. 8.3 In case in the capacity of a data controller referred to under the Finnish Personal Data Act (523/1999) the Merchant collects and/or processes personal or other data for its own purposes, the Merchant shall be itself wholly liable for obtaining the persons consent for such processing, as well as for the fulfilment of all other obligations imposed by the Finnish Personal Data Act upon the processing. 8.4 Edenred agrees to process the Personal Data and to keep the Personal Data and the other data collected in conjunction with the utilisation of the Online Services protected in the manner required by the legislation in force from time to time, and by this Agreement. Unless otherwise stipulated in the legislation, without the Merchant s consent Edenred shall not disclose any Personal Data to any company other than a company belonging to the same corporate group as Edenred (including PrePay Technologies Ltd). 8.5 All data pertaining to the Merchant shall be collected and registered by Edenred. Edenred shall utilise the Merchant s information in accordance with the privacy policy (available on the Website), including, without limitation, handling and managing the customer relationship, as well as for marketing purposes. 9. User ID and Password 9.1 The Merchant shall be solely liable for the retention and confidentiality of the user ID and password to the Online Service. The user ID and password are strictly confidential and must not be disclosed to any third parties. The Merchant shall be liable for all use occurring under the User ID and password, and any amendments made based on same until Edenred is presented with a request to block access to the user account. 9.2 The Merchant must forthwith notify Edenred, in case the Merchant detects that an unauthorised logging in to its user account has occurred, if the user ID or password has become known to a third party or lost, or in case they must be replaced or blocked for some other reason. 10. Limitation of Liability 10.1 The Merchant shall be liable for any liabilities and/or damage incurred from the provision of meal and/or sports/cultural services, as well as from the provision of all the services provided by the Merchant to the holders of Ticket solution and to third parties. In the case of a breach of contract, the Merchant shall be liable to fully indemnify Edenred against all damage incurred from the breach of contract Edenred s liability shall be limited to the functioning of the Ticket solution as a method of payment, and to the Supplementary Services provided to the Merchant by Edenred (within the scope of the terms and conditions of the service). Edenred shall under no circumstances be liable for the operations of the Merchant, or for the services provided by same, or for any other matters pertaining to the Merchant, such as any damages caused by the Merchant Under no circumstances shall either of the Parties be liable to the other party for any indirect or consequential damages or losses, such as lost profit, lost market share, lost turnover, lost business, lost production or lost goodwill Edenred s liability for any defects in the services referred to under these General Terms and Conditions, or for a delay in same shall be limited to the remedying of the defect The limitations of liability under this Clause 10 shall not apply to damage caused wilfully or with gross negligence. 11. Validity and Amendments 11.1 The Agreement shall remain in force indefinitely and either party may terminate same subject to a termination notice period of one (1) month Edenred shall have the right to terminate the Agreement to end with immediate effect, in case Edenred has a justified cause to suspect that the service pertaining to the acceptance of Ticket solutions or the Ticket solutions are utilised in violation of the law or the Agreement, or otherwise in a manner that may cause damage to Edenred or third parties, or if a petition is submitted for the bankruptcy, insolvency or corporate reorganisation proceedings of the Merchant, or in case the Company is declared indigent in foreclosure Edenred shall have the right to amend these General Terms and Conditions and/or its fees and charges by notifying the Merchant of the amendments on its Website no less than one (1) month prior to the date the amendments become effective.

4 11.4 In case the amendment is not attributable to law, decree, authority regulation or resolution and the amendment is unfavourable to the Merchant, the Merchant shall have the right to terminate the Agreement to end prior to the entry into force of the amendment by notifying Edenred of same in writing. In case the Merchant has not terminated the Agreement in writing prior to the entry into force of the amendment, the Merchant shall be deemed to have accepted the amendment, and the Agreement shall be binding upon the Merchant in its amended form. 12. Miscellaneous 13. Governing law and dispute resolution 13.1 The Agreement shall be governed by the laws of Finland. Any disputes arising from the Agreement shall to the extent possible be resolved by way of negotiations between the parties. In case the parties are unable to reach an amicable settlement, the disputes between the parties shall be resolved in the Helsinki District Court as the court of first instance In the case of discrepancies between the different language versions, the Finnish language terms and conditions shall prevail The Merchant shall promptly notify Edenred of all such changes in its contact information and other details, and/or changes in circumstances, including of the Merchant s insolvency, that are relevant from the point of view of the Agreement. The Merchant shall be liable for the correctness of the information it furnishes to Edenred Edenred and/or third parties shall own all of the intellectual property rights to the Ticket solutions, and to the services pertaining thereto, and this Agreement shall not convey any intellectual property rights to the Merchant Edenred shall not be liable for any error, delay or damage caused by an unusual or unanticipated cause beyond Edenred s control, the consequences of which cannot be avoided with reasonable diligence. A force majeure event shall be deemed to constitute, for instance, authority action preventing or materially complicating the fulfilment of the Agreement, war or mutiny, disruptions in postal, telephone or data communications or in other electronic communication networks, data transmission, automatic information processing, discontinuation of general payments traffic, disruptions in electricity distribution, fire or water damage, strike or other industrial action. Edenred shall strive to notify of a force majeure event and of the cessation thereof on its Website Edenred shall have the right, taking into account the development of the industry and of its own operations, to modify the services pertaining to the acceptance of the Ticket solutions, the Online Services and the Supplementary Services, as well as the method for implementing same, in such a manner, however, as to not decrease the level of the services on the whole. Furthermore, Edenred shall have the right to modify the service, if the modification is attributable to the law, decree, authority regulation or decision Edenred shall not guarantee the uninterrupted use of the services referred to in these general terms and conditions. Edenred shall have the right to discontinue the provision of the service, if this is necessary due to the overhaul, repair or development of the service, or for another justified cause. Edenred shall, to the extent possible, inform the Merchant of service outages in advance Neither party shall have the right to assign the Agreement or a part thereof without the prior written consent of the other party. Nevertheless, Edenred shall have the right to assign the Agreement to a company or another entity belonging to the same corporate group, or in connection with a transfer of business operations to the recipient of the business operations, or another entity.

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