Periode grants the merchant access to Periodes merchant dashboard (Periode portal) in order to provide the services. When a customer uses Periode to facilitate a subscription or booking, the payment will be processed by a third party payment provider.
2. Periodes general responsibilities
Periode is responsible for all servicing of the Periode subscription and booking gateway and Periode merchant portal. Payments of goods/services via Periode are available to consumers and businesses as long as the third party payment provider allows it. The merchant understands and agrees that Periode will refer any customer inquiries in relation to purchases and claims to the merchant.
Periode may send payment related notices to the customers.
Periode ensures that it will maintain and uphold any necessary licenses and permits required to provide its services.
3. Merchants general responsibilities
The merchant shall display Periode as a service provider when the customer uses Periodes services.
The merchant warrants that it at all times will comply with Periodes integration guidelines. Each party shall ensure that it at all times maintains the technical requirements needed on its part to enable the use of Periodes services.
The parties acknowledge and agree that it is the merchants sole responsibility to ensure that all sales tax laws and regulations are complied with. Periode is not responsible for any purchase related claims made through its services, such as availability, returns, cancellations or other customer disputes.
The merchant is responsible for any actions taken when logged into the Periode portal. The merchant may not grant any sub-merchant access to the merchant portal.
The parties agree to promptly inform each other if any errors in the services occur. The merchant shall answer Periodes questions and requests for information or documentation regarding service errors without undue delay.
The merchant shall not impose any fees or otherwise higher price for goods or services on the basis that the purchase is made through Periode.
4. Module support
Periode aims to support the modules and APIs that the merchant uses to connect to Periodes services. However, as technology progresses, Periode reserves the right to decide in its sole discretion which modules and apis to support. If Periode at some point decides to cancel support of a certain module or API, Periode will provide the merchant with a reasonable notice thereof.
5. Term and termination
This agreement is effective as of the day when the following condition(s) are fulfilled (effective date): 1) the agreement has been signed by both the merchant and Periode, or 2) the Terms and Conditions have been approved by the merchant.Each party has the right to terminate the agreement with immediate effect if:
(i) The other party materially breaches any provision of the agreement;
(ii) The other party repeatedly or continuously fails to meet its obligations under the agreement and does not upon the non-breaching partys request remedy such failure within the reasonable time frame given by such other party;
(iii) The other party has provided incorrect or misleading information, or has concealed circumstances of importance; or(iv)The other party is declared insolvent or bankrupt.
The merchant acknowledges and agrees that Periode continuously develops and updates the services in order to improve the customer experience and thus Periode reserves the right to make such changes in its hosted environment.
6. Force majeure
Should the parties be prevented from fulfilling their obligations under this agreement due to circumstances which the parties have no control over - e. G. Lightning, fire, sabotage, earthquake, tornado, flood, explosion, embargo, war, terrorism, riot, act of god, act of public enemy, 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 circumstances giving rise to the parties inability to fulfill their respective obligations no longer exist. This section 15 shall be viewed in light of Periode having a redundant system with geographically dispersed server sites. If a party is prevented from fulfilling its obligations for a longer period than thirty (30) days due to any such above mentioned circumstances, each party shall have the right, without being liable to pay any compensation, to terminate the agreement with immediate effect.
Notice of termination or any other correspondence under this agreement shall be made in writing by letter or email to the contact details provided by the merchant in writing. Periode shall be contacted via its contact email firstname.lastname@example.org.
8. Amendments to the agreement
Amendments to this agreement require written form, including email. Periode may amend any provision of the agreement or these T&Cs by giving the merchant at least 30 days notice prior the amendment(s) taking effect. Should any amendment to the agreement or these T&Cs not be acceptable to the merchant, the merchant may terminate the agreement by giving written notice to Periode no later than sixty (60) days after receipt of Periodes notification of amendment.
Neither party may transfer its rights nor obligations under the agreement without the other partys prior written consent.
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 partys written consent. Any confidential information obtained shall only be used for the fulfilment of the agreement. Confidential information means any information, in whatever form, disclosed or provided by one party to the other party (receiving party) in the context of this agreement.
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, including customer information, that the merchant obtains when using the Periode Portal or when communicating with Periode, and where it is clear that the dissemination of the above-mentioned information is not desired by third parties.
11. IP rights
Periode retains all ownership and intellectual property rights to anything developed by Periode and provided to or accessed by the merchant under this agreement. The merchant warrants that it will not directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the services. Periode is entitled to refer to the merchant as a user of the services in sales or similar material provided that such material is not directed at the general public.
12. Governing law
This agreement is governed by and will be construed in accordance with Norwegian law. Any dispute, controversy or claim arising out of or in connection with this agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the arbitration institute of the Oslo Chamber of Commerce. The place of the arbitration shall be in Oslo, Norway. The language to be used in the arbitral proceedings shall be Norwegian.
13. No third party beneficiary
The agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party.
14. No warranty
Access to Periodes systems and services are provided under this agreement on an as is basis, without warranty of any kind, except as expressly stated herein or implied by law. Periode disclaims all representations, warranties, and conditions, express, implied, or statutorily, to the fullest extent permitted by law.
Termination or expiration of this agreement will not affect either Party's obligations in regard to fees payable hereunder, indemnities or any other term which by its nature and context is intended to survive termination or expiration of this agreement.
16. Data protection terms
The parties hereby agree that, in order to fulfil the obligations of this agreement, they will be acting as separate and independent data controllers. As such, the parties agree and acknowledge that they are separately and independently responsible for determining for which purposes, and by which means, they will be processing all applicable personal data. More specifically, the parties acknowledge that they are separate and independent data controllers of the shared personal data. The merchant warrants that it will not share any personal data with Periode that classifies as special categories of personal data, such as information regarding ethnic origin, data concerning health or trade union membership, sexual preference or as otherwise stated in article 9 in the GDPR or that is otherwise 'sensitive information' as defined in applicable laws.Third party payment options
17. Third party payment options
Third party payment providers may issue rules and/or instructions which the merchant has to comply with (the third party payment option provider rules or instructions). In case of conflict between this agreement and such third party payment option provider rules or instructions, the third party payment option provider rules or instructions will prevail.
The merchants use of third party payment option providers trademarks and logos, whether registered or not, does not entail any transfer of ownership, rights or copyrights. After termination of the agreement, the removal of a certain third party payment option, or at the request of a third party payment option provider, the merchant undertakes to immediately remove all logotypes and similar of any such third party payment option provider and third party payment option. This does not apply if the third party payment option provider entitles the merchant to continue the use of its logotypes.
The merchant may not use the shopping solutions to submit transactions
(i) where the merchant is not acting as seller of the respective goods or services, or
(ii) transactions which the merchant should reasonably know were not authorized by the customer.
18. Recurring payments
Any refund or cancellation of a transaction is to be done via Periode and via the payment option used by the customer in connection with the original transaction. Periode may at any time decide to restrict the use of Recurring Payment Transactions for certain or all countries due to i) negative publicity, ii) non-compliance with applicable laws, or iii) if questioned by consumer protection agencies. If so, the Merchant is, in relation to such countries, not permitted to accept Recurring Payment Transactions.
19. Service fees
The service charges, consisting of a variable fee calculated as a percentage of the order amount and a fixed monthly fee, applicable towards the Merchant are the service charges accepted by the Merchant through this Agreement (Service Charges). The Service Charges will be paid to Periode retroactively on a monthly basis. The Merchant may be charged additional fees by third party payment providers.