General Terms and Conditions

1. The Agreement

1.1. Intergiro is an e-money institution and fintech company that offers Card Acquiring and related Services to Merchants.

1.2. The Merchant sells goods, services and/or content online through its Website(s).

1.3. The Merchant has executed and submitted the Merchant Application and Agreement Form (MAAF) to Intergiro. Intergiro assesses the MAAF and decides in its sole discretion to approve or reject the Merchant.

1.4. On the condition that Intergiro approves the Merchant and countersigns the MAAF or otherwise confirms the MAAF via an electronic message, Intergiro has agreed to provide, and the Merchant agrees to use, on the terms of the Agreement, the Services indicated in the MAAF.

1.5. The Merchant guarantees that the Merchant Application and Agreement Form is executed by an authorised signatory(-ies) of the Merchant with authorisation to bind the Merchant. The Merchant undertakes to use the Services in accordance with the Agreement and assumes full responsibility and liability for the acts and omissions of its authorised users and other staff managing and using the Services.

1.6. The Agreement consists of the following documents in their order of priority:

1.6.1. the Pricing Addendum;

1.6.2. the Merchant Application and Agreement Form;

1.6.3. the Specific Terms and Conditions;   

1.6.4. these General Terms and Conditions; 

1.6.5. the Definitions; and

1.6.6. the Guidelines.

1.7. Should there be any discrepancies between the documents listed from 1.6.1 to 1.6.6, the document with the higher priority takes precedence. Each term with a capital letter in the Agreement shall have the meaning set out in the Definitions.

1.8. The language of the Agreement is English. All notices and communications under the Agreement will be conducted in English.

1.9. By executing the Merchant Application and Agreement Form, the Merchant confirms that these General Terms and Conditions and any Specific Terms and Conditions apply to its use of the Services. The Agreement supersedes and replaces any prior agreements, promises and understandings, oral or written, between the Parties regarding the Services.

1.10. In the Agreement, unless the contrary intention appears, references to:

1.10.1. a heading is for convenience only and shall not affect the interpretation of any provision of the Agreement;

1.10.2. a provision of law is a reference to that provision as amended or re-enacted from time to time; and

1.10.3. words denoting the singular shall include the plural and vice versa. 

1.11. In the event of a conflict between the MAAF, the Definitions, the Specific Terms and Conditions, these General Terms and Conditions and the Guidelines, the MAAF shall prevail at all times, and the Specific Terms and Conditions shall prevail as regards the subject matter thereof.

2. The Services

2.1. The Services are offered by Intergiro on a ‘software as a service’ basis and performed via Intergiro’s proprietary payment processing platform.

2.2. The Services are described in the relevant Specific Terms and Conditions and the Guidelines (if applicable).

2.3. The Merchant’s location (as defined by the Card Scheme Rules) must be within Intergiro’s licensed geographical area, it being the European Union and the European Economic Area.

2.4. Intergiro provides a Portal and/or API for the provision of the Services. An internet connection and a computer or the equivalent with a web browser are required to access the Portal and/or the API. Additional technical requirements are set out in the relevant Specific Terms and Conditions or in the Guidelines.

2.5. The Merchant can access information about Transactions acquired by Intergiro using the Portal.

2.6. The Merchant is required to assign an administrator who will assign roles and permissions to additional users of the Portal.

2.7. To obtain access to the Portal and/or the API key, the Merchant is required to comply with the instructions and rules regarding security provided by Intergiro. The Merchant undertakes to keep its account credentials and/or API key secure and not to share it with any third party. Further, the Merchant undertakes to inform Intergiro immediately if it suspects that its account credentials and/or the API key are compromised.

2.8. The Merchant is liable for any loss or damage which occurs (directly or indirectly) through the Merchant’s use of the Portal and/or API in a negligent manner, including that unauthorised parties get access to data (including Personal Data) or uses the Portal and/or API.

2.9. Due to safety reasons Intergiro will log all usage of the Portal and the API. 

2.10. The Services are provided to the Merchant. To the extent that the Merchant has subsidiaries or other group companies that desire to use the Services, each such entity is required to submit its own Merchant Application and Agreement Form.

3. Operational Requirements and Obligations

3.1. The Merchant must be incorporated and perform its operations within the European Economic Area. The Merchant may not use the Services if any of its operations are located in or pertain to, or is otherwise involved in or carries out any activity, in a country or region set out in the Prohibited Countries List [https://intergiro.com/faqs/transactions/prohibited-countries] or an equivalent list issued by a Card Scheme.

3.2. Under the AML Legislation and in line with Intergiro’s risk policies, Intergiro is required to verify the information provided by the Merchant and its operations in the MAAF and assess the risk that the Merchant’s business activities constitute for Intergiro. To do so Intergiro may use the information and documentation provided by the Merchant and where required, request clarification or additional documentation from the Merchant. Intergiro may also collect information from third parties, such as relevant registries or governmental authorities.

3.3. The Merchant acknowledges that Intergiro has the right to require further information and documentation to ensure continued compliance with the AML Legislation, the Card Scheme Rules, other applicable laws or regulations and Intergiro’s risk policies or other internal documents or guidelines, during the term of the Agreement. Such requests for information can include any documentation Intergiro deems required, including financial statements or management accounts. Any request for further information or documentation shall be responded to within two (2) calendar days.

3.4. The Merchant undertakes to inform Intergiro within one (1) Business Day of any changes affecting it or its operations, relevant to the Agreement, including changes to its (i) business activities or product or service offering, (ii) address, e-mail address or telephone number, (iii) Representatives, (iv) corporate structure and (v) transaction volumes or overall financial condition. Intergiro has the right to reassess the Agreement upon changed circumstances.

3.5. Intergiro has the right to temporarily suspend the Services while waiting for the Merchant’s provision of the information or documentation set out in clause 3.3 above, or to terminate the Agreement, if the required information or documentation requested is not provided by the due date provided by Intergiro, or to terminate the Agreement if the Merchant’s risk profile becomes unacceptable to Intergiro, or if Intergiro reasonably suspects that the Merchant’s business is illegal, unethical or involves any restricted activities or operations. Intergiro may, in its sole discretion, reject a Transaction if it is considered restricted or prohibited by Intergiro.  

3.6. The Merchant warrants and represents to Intergiro that, and agrees to be fully liable for any damages incurred by Intergiro or the Card Schemes as a result of a breach hereof, that:

3.6.1. all documents and information provided or to be provided by the Merchant or its Representatives are authentic, correct and up-to-date, and the Merchant has the necessary permissions to disclose them to us, including with regards to the Personal Data contained therein;

3.6.2. it is not aware of any information which Intergiro would reasonably require or expect to be informed of for the purpose of making an informed assessment of the Merchant and its ability to perform its obligations under the Agreement;

3.6.3. its business is incorporated within the European Economic Area, is in good standing and complies with applicable laws and regulations in its country of incorporation and the countries where it operates;

3.6.4. its business and sales comply with the Agreement and that it holds all required licences, permits or approvals to lawfully carry out its business;

3.6.5. It shall use the Services for legitimate business purposes only and to facilitate lawful business transactions between itself and its Customers;

3.6.6. it is the legal owner of the Website(s);

3.6.7. the Website(s) comply with the Website(s) Requirements;

3.6.8. it will comply with any instruction, policy or procedures provided by Intergiro; 

3.6.9. it will respect Intergiro’s and any third parties' intellectual property rights relating to the Services; and

3.6.10. it will comply with its obligations under the Agreement.

3.7. The Merchant undertakes to always provide the Customer with a transaction order/receipt in connection with a Transaction.  Any such transaction order/receipt shall include all mandatory information as regulated by the laws and regulations applicable to the Merchant’s business, the Card Scheme Rules and the Guidelines. Upon request, the Merchant shall be able to disclose a copy of the transaction order/receipt to Intergiro. The Merchant recognises that Intergiro may at any time request supplementary information about any of the Transactions processed by the Merchant and agrees to provide any such information to Intergiro without delay.

3.8. The Merchant acknowledges that it is solely responsible for the relationship with the Customers, and liable for the quality of the products or services sold to the Customers using its Website(s), and for the delivery, support, refunds and returns. The Merchant agrees not to use any false or inaccurate advertising, and will not engage in any unethical or illegal sales practices or any other behaviour that may bring Intergiro into disrepute or result in financial losses or fines to Intergiro or the Card Schemes. The Merchant undertakes to immediately inform Intergiro of any fraud or suspicious Transactions or activity caused by the Merchant’s use of the Services. 

4. Pricing, Payment Terms and Taxes

4.1. The applicable Fees for the Merchant’s use of the Services are set out in the Merchant Application and Agreement Form or otherwise agreed between the Parties. All Fees are exclusive of VAT. The Merchant’s payment obligations under the Agreement are non-cancelable and non-refundable.

4.2. Intergiro has the right to start debiting the Fees on the Effective Date.

4.3. The Merchant undertakes to pay the Fees as they become due. The Fees are generally deducted from the Proceeds.

4.4. To the extent that the Proceeds do not cover the Fees, or if separately agreed between the Parties, the Fees may be invoiced by Intergiro. Should Intergiro invoice the Merchant, Intergiro has the right to charge a billing fee. Overdue interest is charged in accordance with the Interest Act on overdue invoices.

4.5. To the extent Intergiro will invoice the Merchant, a settlement statement shall be sent to the Merchant within two (2) weeks from the end of each month.

4.6. Intergiro reserves the right to change the Fees by giving the Merchant no less than twenty (20) Business Days prior notice. If the Merchant does not accept the changes it has the right to terminate the Services concerned by the changes by informing Intergiro in writing, prior to the new Fees taking effect.

4.7. In addition, Intergiro reserves the right to change the Fees retrospectively in the event the actual volumes, processing countries and/or Transactions mix made using Cards is different from the information provided by the Merchant and/or any other assumptions upon which the Fees are based are not met by the Merchant.

4.8. If the Merchant owes Intergiro any unpaid Fees or any other amounts due pursuant to the Agreement, Intergiro has the right to deduct such amount from the Proceeds or to set-off such amount against any other agreement(s) between the Parties or accounts held by the Merchant with Intergiro. Intergiro may require the Merchant to authorise it to perform direct debits from its Merchant Settlement Account for such Fees.

5. Term and Termination

5.1. The Agreement shall enter into force on the Effective Date.

5.2. The Agreement shall have an indefinite term with a Minimum Term of one (1) year from the Effective Date.

5.3. A Party may terminate the Agreement in accordance with the provisions of these GTC or the Specific Terms and Conditions.

5.4. If all applicable  Specific Terms and Conditions have been terminated, these GTC shall automatically be deemed terminated.

5.5. Each Party may terminate the Agreement with two (2) months’ written notice at any time after the expiration of the Minimum Term.

5.6. Each Party may terminate the Agreement, by notifying the other Party in writing, if the other Party:

5.6.1. is or becomes insolvent, has taken general measures to cease payment of its debts, initiated negotiations for a general agreement with its creditors, becomes subject to an application for bankruptcy proceedings or enters into composition, reorganisation or a similar arrangement with its creditors, is wound up, liquidated or has a receiver appointed for all or parts of its assets; or

5.6.2. has breached the Agreement and the breach cannot be remedied.

5.7. Intergiro has the right, in its sole discretion, to immediately suspend the Services and place a hold on the Proceeds if:

5.7.1. the Merchant has breached the Agreement until the breach has been remedied;

5.7.2. Intergiro has the reason to believe that the orders are not being fulfilled or that the Merchant is otherwise in breach of the Agreement and the Merchant has failed to correct its behaviour by the due date given by Intergiro;

5.7.3. Intergiro has requested information or additional documentation from the Merchant and the Merchant fails to provide the information requested by the due date given by Intergiro, or the Merchant becomes unresponsive or uncooperative with Intergiro;

5.7.4. Intergiro has a legitimate reason to believe that the Merchant, its business or the Transactions submitted by the Merchant do not comply with applicable law or the Card Scheme Rules;

5.7.5. the Merchant does not pay the Fees as they fall due;

5.7.6. the Merchant is in breach of the representations and warranties or undertakings made by the Merchant under the Agreement;

5.7.7 if the Merchant’s risk profile, its Transaction activity or trading volumes stop or change significantly;

5.7.8. Intergiro has a legitimate reason to believe that the Merchant’s use of the Services could damage Intergiro’s or the Card Schemes’ reputation, integrity or goodwill or that the Merchant’s activity is harmful to Intergiro, the Card Schemes, any of their software, systems or the Services;

5.7.9. the Merchant (allegedly) infringes the Intellectual Property Rights of Intergiro, the Card Schemes or any established brands in any way that could be deemed against applicable law;

5.7.10. required to do so under applicable law, regulation, court order, Card Scheme Rules or request of a competent authority or the Card Schemes; or

5.7.11. in case of any event, acts or omissions by the Merchant which, in Intergiro’s sole opinion, may affect the Merchant’s ability or willingness to comply with its obligations under the Agreement or if for any reason Intergiro has reason to doubt the validity of the Merchant’s claims.

5.8. If a circumstance referred to in clause 5.7 above occurs, Intergiro has the right to request clarification or further information from the Merchant. If the Merchant fails to provide the requested clarification or information by the due date stated by Intergiro, or if Intergiro still has reason to believe that the Agreement is being breached or the orders are not being fulfilled, or the Merchant becomes unresponsive or uncooperative with Intergiro, Intergiro may terminate the Agreement after the due date has passed.

5.9. The Merchant undertakes to respond to any such enquiry from Intergiro in a clear and accurate manner and will provide any additional evidence and clarification as requested by Intergiro by the due date given by Intergiro.

5.10. Intergiro reserves the right to terminate the Agreement and place a hold on the Proceeds with immediate effect if:

5.10.1. Intergiro is made aware of  a significant financial deterioration of the Merchant and there is an immediate financial, legal or reputational risk from allowing the Merchant to continue under the Agreement;

5.10.2. upon an overall assessment, Intergiro considers it possible that the Merchant is or has been participating in, or otherwise has collaborated in, criminal activity;

5.10.3. in Intergiro’s reasonable opinion, the number or nature of Transactions in respect of which complaints have been made deviates from what Intergiro deems normal;

5.10.4. Intergiro finds that the Merchant has provided incorrect, incomplete or misleading information;

5.10.5. where, in Intergiro’s reasonable opinion, the Merchant’s business, branch affiliation or character has changed, compared with the circumstances upon the execution of the Agreement; or

5.10.6. If the Merchant fails to perform its obligations against the Customers or does not accept all Cards covered by the Agreement.

6. Confidentiality

6.1. Each Party undertakes to keep the Confidential Information strictly confidential, irrespective of the means of disclosure to a Party, including in written, oral, digital or any other form or medium (including any recording, copy, reproduction or analysis derived from such information). Confidential Information shall remain the property of the disclosing Party for all purposes.

6.2. A Party may only disclose Confidential Information to its Permitted Receivers on a need-to-know basis for the purpose of fulfilling its obligations under the Agreement, to the extent the Permitted Receiver is bound by adequate confidentiality undertakings.

6.3. The receiving Party is liable for any breach of this confidentiality undertaking by itself or its Permitted Receiver.

6.4. A Party may, to the extent required by applicable law, disclose Confidential Information in accordance with the order or decision of a competent court or authority, provided that: (i) such Party, if permissible under applicable law, notifies the other Party of any such intended disclosure as soon as reasonably practicable prior to such disclosure, (ii) such Confidential Information is disclosed to the minimum extent legally required, and (iii) the Party promptly requests confidentiality restrictions to be applied regarding the disclosed Confidential Information. Notwithstanding any disclosures pursuant to this clause, the disclosed Confidential Information shall remain subject to this duty of confidentiality.  

6.5. Each Party shall treat the other Party's Confidential Information with the same care as it treats its own Confidential Information (no less than reasonable care).

6.6. The Merchant undertakes to, in relation to the Customers, adhere to the confidentiality undertaking set out in the Swedish E-money Act (Sw. lag (2011:755) om elektroniska pengar) which Intergiro is bound by. The Merchant acknowledges the sensitivity and confidential nature of the Customers’ information.

6.7. Notwithstanding anything to the contrary in this section, Intergiro has the right to disclose Confidential Information to its partners and subcontractors, if required for Intergiro’s fulfilment of its obligations under the Agreement, such as the Card Schemes.

6.8. The Merchant hereby grants Intergiro a power of attorney to receive information from third parties on behalf of the Merchant, if such information is granted for the purpose of Intergiro’s fulfilment of the Agreement.

6.9. The receiving Party’s duty to protect the Confidential Information commences on the date the Confidential Information is disclosed to the receiving Party and shall remain in effect for an unlimited period of time, even after the termination of the Agreement. 

7. Processing of Personal Data

7.1. Each Party undertakes to process Personal Data in accordance with applicable laws, regulations and guidelines from competent authorities, including but not limited to the General Data Protection Legislation. 

7.2. Intergiro will process Personal Data relating to the Merchant and its Representatives as Data Controller, further described in Intergiro’s Privacy Policy available at www.intergiro.com/privacy-policy. The Merchant guarantees that its Representatives have been informed about such processing and that the Representatives have consented to Intergiro’s processing for the purpose of providing the Services to the Merchant.

7.3. With respect to the Agreement, Intergiro may be considered the Data Controller for Personal Data of the Customers processed under one or more of the Specific Terms and Conditions (eg Card Transaction data). More information about Intergiro’s processing is available at www.intergiro.com/privacy-policy. To the extent that both Parties are considered Data Controllers for the processing of Personal Data of the Customers, the Parties agree that the Parties shall be considered independent Data Controllers, insofar as the Parties independently determine the purposes and means for the processing. Each Party undertakes to implement appropriate technical and organisational measures for the protection of the Personal Data and to process the Personal Data in accordance with applicable laws (including the GDPR), regulations and guidelines from competent authorities. If the Merchant has breached its obligations under this clause, it agrees to keep Intergiro harmless for the loss or damages suffered by Intergiro.

7.4. The Merchant undertakes to inform Intergiro without undue delay in case of any data breach involving Card Transactions processed by Intergiro.

7.5. To the extent relevant to the Merchant, the Merchant undertakes to disclose in its Website(s) terms and privacy policy that it has engaged Intergiro for the provision of the Services and that the Customers’ Personal Data may be shared with Intergiro for the purpose of the Services. If applicable, the Merchant guarantees that the Customers have granted their consent for such processing. As Data Controllers, each Party must inform the Customers of their rights under the GDPR and the Parties undertake to ensure that these rights can reasonably be exercised. Where reasonably necessary, a Party may require the other Party’s assistance in complying with these obligations. Intergiro will refer any Customer requests to the Merchant if we deem that these requests should be handled by you.

7.6. Please refer to Intergiro’s privacy policy available at www.intergiro.com/privacy-policy for further information about how Intergiro processes Personal Data, including legal basis under the GDPR and retention requirements. 

8. Intergiro’s Customer Support and Complaints

8.1. Intergiro strives to provide great Services and the best possible customer service. Intergiro’s Customer Support is available to assist with any questions or issues regarding the Services, and is generally available between 9.00 am and 5.00 pm CET on weekdays.

8.2. If the Merchant is nonetheless not satisfied with Intergiro’s efforts, a formal complaint may be submitted to Intergiro’s complaints team at complaints@intergiro.com. We will do our best to resolve the complaint as soon as possible and, in any event, no later than fifteen (15) Business Days from receipt of the complaint. In exceptional circumstances where we require more time or additional information to respond, we will contact you to let you know, and in any case we will respond to your complaint within thirty-five (35) Business  Days.

9. Intellectual Property Rights

9.1. All intellectual property rights (including trademarks and designs, copyrights, software and source code, know-how, patents and any other intellectual property right) of a Party shall remain the property of that Party or, as applicable, its licensors.

9.2. Intergiro hereby grants the Merchant a limited, non-exclusive, non-sublicensable, non-transferable, revocable right to use the Services during the term, and in accordance with, the Agreement. 

9.3. The Services may include sources offered under an open-source licence with other terms and conditions. Should any conflict arise between an applicable open-source license and the Agreement, the open-source license shall prevail regarding the subject matter thereof. Intergiro will, upon request by the Merchant, provide a list of the open-source licenses.

9.4. The Merchant undertakes not to copy, reproduce, modify, reverse engineer, decompile, disassemble or otherwise change or create derivative products of the Services.

10. IPR Indemnity

10.1. Intergiro undertakes to defend, indemnify and hold the Merchant harmless from any costs, expenses, damages and/or losses resulting from a third-party claim that the Merchant’s use of the Services infringes such third-party’s Intellectual Property Rights.

10.2. The Merchant undertakes to defend, indemnify and hold Intergiro harmless against any costs, expenses, damages and/or losses resulting from a third party’s claim that Intergiro’s use of trademarks, names or logotypes of the Merchant in accordance with the Agreement infringes such third party’s Intellectual Property Rights.

11. Marketing

11.1. The Merchant hereby grants Intergiro its consent to use the Merchant’s logotype for marketing purposes on Intergiro’s website and in other marketing materials.

11.2. The Merchant undertakes to inform the Customer that a Transaction made by a Customer is processed securely by Intergiro.

11.3. Intergiro hereby grants the Merchant its consent to use the trademarks, names or logotypes of Intergiro for the purpose of informing the Customers that Intergiro acquires the Transaction made by Card on the Website(s).

11.4. The Merchant acknowledges and agrees not to use the trademarks, names or logotypes of the Card Schemes other than for the purpose of informing the Customers that payments with such Cards are accepted.

12. Liability and Limitation of Liability

12.1. Neither Party is liable for a breach, failure or delay to perform its obligations under the Agreement if such breach, failure or delay is caused, directly or indirectly, by Swedish or foreign laws or enactments, actions, orders or decisions made by Swedish or foreign courts or authorities, elements of nature (including fire or flood), wars (including cyber or civil wars), civil or military disturbances, acts of terrorism, strikes, riots, revolutions, strikes, labour disputes, epidemic, pandemic, sabotage or interruption in public transport, communications or general energy supply or any cause beyond the reasonable control of a Party. If a Party wishes to invoke a circumstance in accordance with this clause, such Party shall notify the other Party thereof without undue delay, and the Party shall be excused from the performance of the obligations being affected for as long as such circumstance prevails.

12.2. Further, neither Party is liable under the Agreement insofar as it acts in accordance with applicable laws or regulations.

12.3. Should Intergiro be prevented from processing a Transaction due to a circumstance set out in clauses 12.1-12.2, the processing of such Transaction may be postponed until the circumstance has ceased to exist.

12.4. Neither Party shall, in any case, be liable to the other Party for any indirect losses, damages or consequential damages, including but not limited to loss of profit, loss of revenue, loss of goodwill, loss or corruption of data or any loss or damages arising between the other Party and a third party.

12.5. Intergiro’s total liability to the Merchant for any claims, costs, expenses, damages or losses under the Agreement shall be limited to the total amount paid or payable by the Merchant under the Agreement during the six (6) months immediately preceding the date on which the claim, cost, expense, damage or loss occurred unless Intergiro has acted grossly negligent.

12.6. Intergiro will not be liable for any claims, costs, expenses, damages or losses:

12.6.1. arising as a result of Intergiro complying with regulatory requirements of bank payment systems, card payment systems or any other payment, clearing or settlement system;

12.6.2. caused by a virus, malware, phishing or other technological attacks or harmful material that may infect your IT equipment and infrastructure being used for the Services;

12.6.3. arising or due to third-party banks’, Card Schemes’ or other financial institutions’ delays or errors; or

12.6.4. any damages, losses or costs that may occur due to the fact that the Merchant has not informed us of any important change affecting you and your operations, including but not limited to change of business, directors, shareholders or beneficial owners.

12.7. The Merchant is required to notify Intergiro about any claim for compensation under this section 11 without undue delay from becoming aware or should have been aware, of the default, breach or delay.

12.8. The Merchant is liable to comply with applicable laws, regulations and guidelines from consumer protection organisations, including e-commerce legislation, consumer protection legislation and distance sales regulations.

12.9. If Intergiro receives a warning to pay fines and/or other penalties from a Card Scheme, it will without undue delay inform the Merchant. The Merchant undertakes to, in cooperation with Intergiro, immediately execute any required changes or modifications to avoid any fines or other penalties. The Merchant undertakes to pay any fines, penalties and/or other costs suffered by Intergiro from a Card Scheme due to the Services used by the Merchant or, directly or indirectly, related to the Merchant’s business.

13. Changes to the Agreement

13.1. The Agreement constitutes the entire agreement between the Parties on the subject matter.

13.2. Intergiro may need to change the Services, including these General Terms and Conditions, the Definitions or any Specific Terms and Conditions from time to time, for example when adding new features to the Services, because of changes in law or regulation, due to evolving industry standards or to comply with the Card Scheme Rules. Intergiro will inform the Merchant of such changes by updating the date at the top of the changed document, published on www.intergiro.com. Intergiro may also publish information regarding the changes on the website www.intergiro.com. Please revert to these General Terms and Conditions, the Definitions and the Specific Terms and Conditions on a regular basis to stay up-to-date.

14. Miscellaneous

14.1. Each Party has the right to exercise any right or remedy afforded to it under the Agreement at any time, even if such exercise is delayed, or the Party has previously failed to exercise any right or remedy it is entitled to.

14.2. Neither Party may assign its rights or obligations under the Agreement without the other Party’s consent, however Intergiro may, subject to serving a notice to the Merchant of 20 business days, assign its rights and obligations under the Agreement to an Intergiro group company, or in connection with a merger, sale of stock, sale of assets or the equivalent, to a third party without the Merchant’s consent.

14.3. If the Merchant or its business covered by the Agreement is transferred or sold to a third party, the Merchant shall notify Intergiro at least 20 business days in advance of such transfer or sale. The Merchant acknowledges the application of section 3 (Operational Requirements) in the case of a transfer or sale.

14.4. Intergiro may engage subcontractors at its discretion for the provision of the Services, or any part thereof. Intergiro is liable for any subcontractor’s work performed as if it would have been performed by Intergiro itself. Further, Intergiro may decide in its sole discretion to process the Merchant’s Transactions (or parts thereof) through a third-party acquirer or another relevant third party. The Merchant hereby authorises Intergiro to enter into, on the Merchant’s behalf, the required agreements with such third-party acquirer or other relevant third parties. 

14.5. If any provision of the Agreement would be deemed invalid, unlawful or unenforceable, in whole or in part for any reason, the remaining provisions of the Agreement shall continue in full force and effect.

14.6. The Parties agree to use commercially reasonable efforts to cooperate to prevent and investigate illegal behaviour relating to the Services. The Merchant undertakes to inform Intergiro about any Customer’s suspicious activity which constitutes, or may constitute, a crime and relevant documentation or information.

15. Governing Law and Dispute Resolution

15.1. The Agreement shall be governed by Swedish law without regard to the conflict of law principles.

15.2. The Parties shall attempt in good faith to resolve any dispute, controversy, claim, alleged breach or default arising out of or in relation to the Agreement, promptly by confidential negotiations between representatives of the Parties who have the authority to settle the matter.

15.3. Any dispute, controversy, claim, alleged breach or default which cannot be settled in the manner set out in clause 15.2, shall be settled by a Swedish court of general jurisdiction and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance.