Terms and conditions for Online stores

Terms & conditions for installment service through Anyday

These terms & conditions apply to any Merchant offering installments through Anyday.

1. Definitions
Agreement
The agreement in which prices and deviations from Terms & Services are
stipulated, or, if an agreement has been entered into via a Partner, the
precontractual information given
Anyday, we, us, ours
Anyday A/S, CVR-no. 41140216, P.O. Pedersens Vej 2, 8200 Aarhus N,,
Denmark
the Customer
The Merchant’s customer – the consumer
Merchant
The physical or legal party in this Agreement, with whom Anyday has
entered into agreement about offering the Product
Partner
A legal entity authorized to enter into agreements regarding the Product
on behalf of Anyday
the Product
The installment service being supplied by Anyday
Terms & Conditions
The terms & conditions that are provided within this document
2. Purpose
2.1
These Terms & Conditions apply to the relationship between the Merchant and Anyday regarding the
Product. The Product is a payment solution that provides an option for the Customer to split payments
in a manner specified by the agreement between Anyday and the Customer. Please refer to the
general terms & conditions for consumers' use of the Product available at www.anyday.io
3. The use of the Product
3.1
In the Merchant's online shop, the Customer chooses the Product as the method of payment. Thus,
the Customer is led through Anyday’s checkout-flow where the Customer signs up as a user of Anyday.
The Customer will be either accepted or rejected directly in the checkout-flow. Should the Customer
be rejected, they will be navigated directly back to the choice of payment method, to allow them to
finish their payment by other means. Every transaction is subject to approval or denial by Anyday.
3.2
Before the payment can be captured in the Merchant's payment gateway, the Merchant must ship the
goods to the Customer. When the payment has been captured, the claim has been transferred to
Anyday.
3.3
The transactions are reserved and eligible for capture for a period of 7 days. If the capture has not
been carried out within that time frame the amount will be released back into the Customer’s Anyday
account. At this point, the Merchant will no longer be able to make a capture of said payment and
would need to contact Anyday support.
4. Anyday’s obligations
4.1
Anyday provides the Product for the Merchant. Anyday will, to a reasonable extent, assist in the
implementation of the Product in the Merchant’s shop system and/or payment gateway.
4.2
Anyday buys the relevant claim on the Customer’s debt from the Merchant. At the capture of payment,
all risk and responsibility to claim is fully transferred to Anyday.
4.3
Settlements are conducted by Anyday every Thursday corresponding to the sum of payments that in
the previous week (Monday to Sunday) have been captured by the Merchant. In the case of refunds,
the sum of these will be deducted. Additionally, costs and fees stipulated in the Agreement as well as
potential receivables will be deducted from the payment.
4.4
Anyday will be in charge of all customer support concerning the payment of their order.
5. Merchant obligations
5.1
The Merchant is required to send to the Customer an order confirmation/invoice that complies with
Danish legislation. The Merchant is also responsible for ensuring that their goods are legitimate.
Furthermore, the Merchant is required to comply with all Visa and MasterCard guidelines. Additionally,
the Merchant is not allowed to sell or advertise the sale of cash payments, travel currencies, or sales
by prepayment.
5.2
Should a Customer effect payment directly to the Merchant, the Merchant is required to immediately
inform Anyday as well as transfer the amount to Anyday. Nonperformance of this requirement may
result in the Customer being charged “late payment fees”, which Anyday will be entitled to charge the
Merchant for.
5.3
The Merchant is not allowed to charge the Customer any additional costs or fees, then what is
charged for other methods of payment. This applies to both the transaction itself and following the
transaction.
5.4
The Merchant must manage the Customer support that is not related to the payment of the order.
5.5
With the establishment and implementation of the Product, a price tag-widget will be installed on the
product-, list-, basket, and checkout pages. This price tag-widget enables the Customer to read all
relevant information about the Product. The Merchant is required to leave this widget installed on the
checkout page. The price tag-widget places cookies in the user's terminal equipment and the Merchant
is obliged per legislation, to inform the users of their website hereof. The Merchant may also collect
the user's consent before cookies are placed.
5.6
Anyday is subject to legislation to prevent money-laundering and financing terrorism. Therefore, no
payouts will be made to the Merchant until the Merchant has procured and sent the documentation
required by Anyday to comply with this legislation.
5.7
Should the Merchant want to market the Product to its Customers, the Merchant is, in the internal
relation between Anyday and the Merchant, responsible for the compliance with Danish legislation. In
relation hereto, the Merchant is required to indemnify Anyday in any regard, including, but not limited
to, legal costs, costs of a lawyer, and advertisements. This, however, does not apply, if the marketing
material is produced by Anyday and without modification used by the Merchant.
5.8
The Merchant is required to assist Anyday in the procurement of information and data, should a
Customer choose not to acknowledge a claim. This applies in particular for cases in which Anyday
receives chargeback requests from the Customer's bank through Anyday’s acquirer.
5.9
The Merchant must be able to establish the delivery of the order for which a payment has been
captured. This documentation must be sent within five days of Anyday’s request. Should the Merchant
not provide Anyday with the required documentation on time, Anyday will be entitled to recourse
towards the Merchant. Thus, the paid amount will be refunded to the Customer's Anyday account, and
the Merchant will be obliged to pay the corresponding amount to Anyday.
5.10
Should the Customer choose to return the order fully or in part to the Merchant, the Merchant may
only refund the order fully or in part through their shop system or payment gateway. In the case that
Anyday has already paid the Merchant for this order, the refund will be offset against the next
settlement, (see clause 4.3). This also applies to customer disputes, when a Customer has directed
objections against the Merchant, and has shown Anyday evidence of the dispute with Merchant and/or
have used their right of cancellation punctually without the Merchant complying to this request withina reasonable timeframe. The Merchant guarantees to indemnify Anyday as well as any of Anyday’s
financial partners in the event of any defects of the goods or services in question.
6. Payment and payment terms
6.1
The Merchant shall pay the costs stipulated in the Agreement.
6.2
The set-up fee will be invoiced by Anyday to be paid by the Merchant within eight days.
6.3
Transaction fees are offset against the weekly settlement (see clause 4.3). Any other fee, cost, or
receivable will also be offset against the Merchant's weekly settlement (see clause 4.3) as well. In case
setting off is not possible, the amount will be invoiced by Anyday to be paid by the Merchant within
eight days. It is specified that transaction fees will not be repaid to the Merchant in case an order is
refunded, regardless of the reason for the refund.
7. Commencement, termination, and violation
7.1
The commencement date is stipulated in the Agreement. The clauses 6-13 applies during the period
between contract-signing and commencement date.
7.2
Both parties may, in writing, terminate the Agreement and the Terms & Conditions with one month's
notice to expire at the end of a month. With the termination of the Agreement, the Terms &
Conditions are considered terminated on the same date and vice versa. The termination must be sent
to merchant@anyday.io to be considered valid according to this clause.
7.3
At the end of the term of notice, all transactions that have already been accepted will be handled until
completion, however, it will no longer be possible to use the Product for new orders.
7.4
Anyday may at any time terminate the Agreement with immediate effect in case the Merchant does
not meet the standards as set forth in Anyday’s internal policies regarding compliance, etc.
7.5
Removal of the price tag-widget, cf. 5.5, 2nd sentence, is considered a significant breach and will
allow Anyday to terminate the Agreement with one day’s notice.
7.6
Should the Merchant in multiple cases not be able to provide the documentation described in clause
5.9, it will be considered a significant violation and will allow Anyday to terminate the Agreement with
one day’s notice.
7.7
In case that Anyday not within reasonable time exercises its remedies for breach does not constitute
passivity. The right of exercising the remedies for breach cannot be forfeited or written off.
8. Confidentiality
8.1
Both parties are subject to confidentiality regarding any information or data that the opposing party
with reasonable grounds can demand withheld from public awareness.
8.2
Both parties are required to treat any information about the Customer as confidential.
8.3
Neither party has the right to disclose information to a third party about the Agreement and its
content. Anyday is, however, eligible to disclose information about the Agreement to a
group-associated company, or a company with 50 % or more correspondence in owners or in relation
to a full or partial sale of assets, without the Merchant's acceptance. Additionally, Anyday is entitled to
pass on relevant information to its collaborators if this is required for Anyday to uphold its obligations
according to the Agreement and the Terms & Conditions.
9. Intellectual property rights
9.1
The intellectual property rights related to a software/program and/or system that is applied to supply
the Product and is developed by Anyday is fully due to Anyday.
9.2
Both parties are eligible to use the other’s name and logo loyally in their marketing, including on their
website as well as on social media.
10. Assignment
10.1
The Agreement and the Terms & Conditions are not assignable both partially and fully. However,
Anyday can assign its rights and responsibilities to a group-associated company, or a company with 50
% or more correspondence in owners or in relation to a full or partial sale of assets, without the
Merchant's acceptance.
11. Force Majeure
11.1
Except payment obligations, no party shall be considered in breach of the Agreement for delays,
faults, defects, or other nonperformance of their obligations according to the Agreement and/or Terms
& Conditions, if such a delay, fault, defect, or other nonperformance is due to circumstances being a
consequence of Force Majeure. In the event of delay due to Force Majeure, the delivery time will be
extended correspondingly. The party that invokes a right according to this clause, shall without undue
delay inform the opposing party about the nature and extent of such Force Majeure condition and to
the best of their ability resume the performance of their obligations under the Agreement and Terms &
Conditions as soon as possible.
12. Liability
12.1
Anyday is not responsible for any operational loss, loss of profit, indirect loss, or other consequential
loss or errors, that may arise in relation to the implementation and support of the Product. It is
specified that Anyday is not responsible for the loss of revenue caused by system failure and -errors.
12.2
A compensation claim can only amount to the amount the Merchant has paid for the use of the
Product or any other Anyday product in the previous 12 months up until the occurrence of the tortious
event.
12.3
Should Anyday choose to use subcontractors, the subcontractor’s negligence or other violation cannot
be attributed to Anyday if Anyday has fulfilled its obligations to duly instruct this subcontractor. In this
case, claims can only be made towards the subcontractor.
13. Changes
13.1
Anyday may change its prices, fees, or terms with 30 days’ notice. In this period, the Merchant is
allowed to terminate the Agreement as well as the Terms & Conditions with five days’ notice to the
expiration of the 30-day notice.
14. Choice of Law and Venue
14.1
The Agreement and the Terms & Conditions are governed by Danish law. Any disputes will be settled
at the Aarhus Court. Anyday can choose to initiate legal proceedings against the Merchant at the
Merchant's local venue.