1.  Definitions

Unless otherwise provided for by applicable legislation, the terms used in these terms and conditions have the following meaning:

Administrator means the user authorised by the Merchant to administer the user rights of the Merchant’s portal, incl. add and delete users in behalf of the merchant or change, suspend and restore the existing user rights. The Bank has the right to demand submission of such orders on the Bank’s form.

Agreement means Luminor e-Commerce Gateway Agreement entered into between the parties.

Application means the application for entering into the Agreement, which the Merchant submits on the form provided by the Bank.

Authentication Instruments means an instrument accepted by the Bank for identification of the User.

Bank means AS Luminor Bank (registry code 11315936; registered address Liivalaia 45, 10145 Tallinn).

Card Dispute means a claim filed by the payment card holder with which they require that the Merchant refund the amount of a payment transaction made at the Merchant’s either in part or in fill.

Card Organisation means MasterCard, VISA Inc. or any other international card organisation, where the bank is a member or whom the Bank is authorised to represent, and whose cards are serviced by the Merchant.

Card Organisation Rules mean the set of rules established by the Card Organisation, which primarily regulates the issue if a payment card, the acceptance of a payment, the solution of card disputes and other issues related to the payment card (Visa Core Rules, Visa Product and Service Rules, see the website www.visaeurope.com/about-us/policy-and-regulation/veor; MasterCard Rules, MasterCard Chargeback Guide, see the website www.mastercard.us/en-us/about-mastercard/what-we-do/rules.html).

Client means a client of the Merchant who is the payment and who selects the payment method on which the used payment collection service depends.

Electronic Notice means a notice sent by the Bank to the Merchant, which shows the status of the payment initiated from the Merchant’s.

E-Payment Service means the payment collection service with which the Bank allows the Client to pay for the transaction via the interbank bank of the Client.

Goods means a product or service sold by the Merchant.

Invoice Service means the payment collection service, which allows the Merchant to prepare an invoice and send to the Clients.

Luminor e-Commerce Gateway means the payment collection services with the other services of Luminor e-Commerce Gateway provided to the Merchant.

Merchant is a legal entity or natural person who has entered into a Luminor e-Commerce Gateway Agreement.

Merchant Portal means the environment where the Merchant can use the services of the e-commerce portal.

Net Amount means the total amount of payment transactions less any fees, substantiated recovery claims and refund transactions.

Payment Card Service means the payment collection service with which the Bank enables the Client to initiate a payment transaction with a payment card.

Payment Collection Services mean the services that allow the Merchant to collect payments from the Client via Luminor e-Commerce Gateway.

Payment Initiation Service means the payment collection service in the case of which the Bank as the provider of the Payment Initiation Service enables the Client to initiate a payment from an account that may be opened with another payment service provider.

Technical Specification is an inseparable part of the Agreement, which determines the technical conditions of Luminor e-Commerce Gateway and is accessible on the website https://gate.luminorgroup.com/api/.

Terms and Conditions mean these Terms and Conditions of Luminor e-Commerce Gateway.

Transaction means any transaction in the case of which the Bank initiates or executes a payment in the interests of the Merchant or the Client, intermediates a necessary operation (incl. a payment to be made to the Merchant, a refund to the Client initiated by the Merchant or the Bank) irrespective of whether or not the transaction is successful.

User is a natural person authorized by the merchant to use the merchant's portal, including the administrator.

Website Requirements are an inseparable part of the Agreement, which determine that requirements for the content of the Merchant’s website and are accessible on the website luminor.ee/en/requirements-communication-webpage-content-and-design .

2. General Provisions

2.1. The Merchant follows these Terms and Conditions, the Technical Specification, the Website Requirements and the Bank’s General Terms and Conditions, Price List and Data Processing Terms, which are all inseparable parts of the Agreement. Said documents are accessible on the website www.luminor.ee and at the branches of the Bank.

2.2. The Bank applies the relevant conditions to the services that are used by the Merchant, but not described in these Terms and Conditions (such as the Terms and Conditions of Servicing Bankcards, e-Payment Terms and Conditions, etc.).

2.3. Pursuant to the legislation that regulates the operations of credit institutions, the Bank is supervised by the European Central Bank in cooperation with the financial supervisory authority of the Republic of Estonia, which is the Financial Supervision Authority (Sakala 4, 15030 Tallinn; www.fi.ee).

3. Access to and Use of Services

3.1. The Bank allows the Merchant to access the services of Luminor e-Commerce Gateway after the Agreement has entered into force.

3.2. The Merchant can only use the services of Luminor e-Commerce Gateway to which the Bank has granted access at its own discretion. The Bank is not obliged to justify why it does not grant access to services or terminates such access.

3.3. The expenses related to Luminor e-Commerce Gateway Agreement are paid by the Merchant.

3.4. The Bank will issue an identification code to the Merchant that grants them access to the services of Luminor e-Commerce Gateway.

3.5. The Bank has the right to change the identification code. When changes are made, the Bank will issue a new identification code to the Merchant within reasonable time of the day the change was made.

3.6. The Merchant must change the identification code at the demand of the Bank. The Bank may suspend the provision of the services requiring an identification code until the above demand has been complied with. The Bank is not liable for the damage caused to the Merchant or a third party upon such suspension of service.

3.7. The Merchant must keep the identification code in secret and not disclose it to a third party. The Bank is not liable for the damage caused by failure to perform this obligation.

3.8. If the Merchant has reason the believe that their identification has been used without permission, they will immediately inform the Bank about this. The Bank will not be liable for the damage caused to the Merchant or a third party by the unauthorised used of the Merchant’s identification code by a third party until the moment the Bank confirms receipt of the relevant notice.

3.9. The Bank processes incoming payments and credits the Merchant’s account in the Bank that is connected to the Agreement according to the payment terms of the Bank (unless otherwise stipulated in the Agreement).

3.10. When using the services of Luminor e-Commerce Gateway, the Merchant complies with the requirements of the Bank, which are given in the Technical Specification that is a part of the Agreement.

3.11. The Bank ensures that the services of Luminor e-Commerce Gateway function according to the Technical Specification.

3.12. The Merchant has the right to change the address (URL) of the e-shop given in the Application and add an additional e-shop address. They will submit an application to the Bank in order to change or add an address and the Bank makes the decision on whether to satisfy or reject the application within three working days of receipt of the application. If the Bank consents to the change, it does everything necessary to effect the change; if it does not consent to the change, it will inform the Merchant about this as soon as possible.

4. Electronic Notice

4.1. The Merchant can use the electronic notice function according to the Technical Specification.
4.2. An Electronic Notice about a successfully made payment order means
4.2.1. in the case of the e-payment service that

- the bank debited the Client’s account in the Bank and
- transfers the Net Amount to the Merchant, the payment service provider or the intermediary (if any) according to the payment terms of the Bank;

4.2.2.    in the case of the e-payment service that

- the payment service provider that issued the card authorised the transaction and
- the Net Amount will be transferred to the Merchant’s account according to the card organisation’s terms and conditions of payment service;

4.2.3. in the case of the Payment Initiation Service that

- the Bank received confirmation of payment initiation from the Client's payment service provider and
- the Net Amount will be transferred to the Merchant’s account according to the service terms and conditions of the payment service provider.

4.3. The Bank has the right to refuse to conclude a transaction and repay the transaction amount to the Client without transferring it to the Merchant if the Bank has suspicions about the lawfulness of the transaction (e.g. suspects payment card fraud).

5. Obligations of Merchant

5.1. The Merchant may only use payment collection services in the case of the goods that are permitted according to applicable legislation and specified in the Application and the Agreement. The Merchant guarantees that all of the necessary licences, certificates and other approvals required in effective legislation exist by the time the transaction is concluded.

5.2. The Merchant is liable for the quality of the goods.

5.3. The Merchant regularly checks the correctness of the payments received from the Bank on the basis of the Client’s payment order and informs the Bank of any discrepancies between the Net Amount and the claim amount immediately, but not later than one month after receipt of the Electronic Notice about the successfully made payment order. If the Merchant informs the Bank later, the Bank has the right to refuse to review the Merchant’s claim (unless otherwise stipulated by legislation).

5.4. The Bank has the right to request information and documents from the Merchant. The Merchant submits the information and documents requested in the query of the Bank within three working days of the day the Bank’s query is sent.

5.5. The Merchant immediately notifies the Bank in writing if
5.5.1. the Merchant identifies a suspicious transaction related to the Luminor e-Commerce Gateway service (i.e. any unauthorised use of the payment card or a situation where suspicions arise about the payment transaction being genuine);
5.5.2. the information given about the Merchant in the Agreement or the Application (incl. the group of goods specified in the Application) changes;
5.5.3. the right of the Merchant to offer the goods has been restricted by a supervisory authority or another third party entitled to do this.

5.6. The Bank has the right to continue providing the service until it receives the notice specified in clause 5.5 from the Merchant. Also, the Bank is not liable for the damage caused to the Merchant or a third party until the receipt of such notice.

5.7. It is prohibited for the Merchant to:
5.7.1. charge the Client a fee for the use of the payment collection service if such a claim does not arise from legislation or if the Bank has not granted its written consent to charging a fee. In the latter case, the extra fee is added to the transaction amount;
5.7.2. use the information received from the Bank or the Client for the conclusion of a specific transaction for other purposes (unless the Bank or the Client have given their express consent to the use of the information in this manner);
5.7.3. use the information of the Bank or the Card Organisation (incl. name, logo, etc.) without the prior written consent of the Bank in advertisements, announcements or in any other manner.

5.8. The Merchant guarantees to the Client the accessibility of the documents that regulate the areas listed below and belong to the area of responsibility of the Merchant: purchase of goods, cancellation of an order, refund and personal data processing. The Merchant thereby complies with the requirements of the Agreement and legislation.

6. E-Payment Service

6.1. The Bank proceeds from the Technical Specification and the information received from the Merchant when creating a payment order.

6.2. The Client confirms the payment order and the Bank makes the payment according to the terms and conditions of the payment service.

6.3. The Client has the right to refuse to confirm the payment order created by the Client.

7. Payment Card Service

7.1. In the case of the Payment Card Service, the Bank and the Merchant comply with the rules of Card Organisations, incl. the procedure for reviewing Card Disputes.

7.2. The Merchant only saves the details of a payment card (e.g. the card number and the CVV or CVC code) in a system that complies with the PCI DSS standard and has the relevant certificate. The detailed security requirements for card and transaction data are listed at www.pcisecuritystandards.org.

7.3. When using the Payment Card Service, the Merchant must:
7.3.1. save the receipt, invoice or other document containing transaction data for at least two years as of the date of the transaction;
7.3.2. if necessary, return the transaction amount to the Client by refunding it via the same payment collection system that was used to conclude the transaction;
7.3.3. inform the Bank about the change specified in point 5.5.2 at least five working days before the change enters into force. If the Merchant fails to follow the notice, they will compensate the Bank for the damage caused by this, incl. the administrative penalties imposed on and the legal expenses incurred by the Bank.

8. Payment Initiation Service

8.1. The Payment Initiation Service is provided pursuant to the requirements of legislation.

8.2. In the case of the Payment Initiation Service, the Client initiates the transfer of money from their account via the Bank. The making of an initiated payment is regulated by the service terms and conditions established for the Client by the company that provides the payment service. The Bank is not liable for the execution of a payment order upon the provision of the Payment Initiation Service (incl. for compliance with the execution deadline).

8.3. The Bank proceeds from the Technical Specification and the information received from the Merchant when creating a payment order.

8.4. The Client confirms the payment order in the manner provided for by the service terms and conditions of the company that provides the payment service to them.

8.5. The Client has the right to reject a payment order.

9. Invoice Service

9.1. The Merchant prepares and sends an invoice via the Invoice Service only to the Clients who have purchased goods from the Merchant or clearly expressed their wish to purchase them.

9.2. The Merchant is fully liable for personal data processing during the use of the Invoice Service and ensures that personal data are processed on legal grounds.

10. Merchant Portal Service

10.1. The functionality (type and scope of services) and accessibility (time and restrictions of service provision) of the Merchant Portal are determined with the services of the Merchant Portal. The Bank has the right to change the functionality and accessibility unilaterally.

10.2. The Merchant appoints an Administrator. The Merchant submits an application on the Bank’s form in order to add an Administrator. The Merchant’s application is the authorisation granted by the Merchant to the Administrator for exercising the rights and obligations under the contract on behalf of the Merchant. An application for adding an Administrator or suspending or terminating authorisations is binding on the Bank when received by the Bank.

10.3. The Bank allows a User to use the Merchant Portal only if the User has been authenticated with the Authentication Instruments accepted by the Bank. The Bank has the right to start using new Authentication Instruments and stop accepting a used Authentication Instrument at any time. The Bank has the right to establish restrictions on the functionality of the Portal on the basis of an Authentication Instrument.

10.4. It may be necessary for the User to install software on their device or use a special device in order to authenticate themselves. The User guarantees the existence of the software or device required for authentication at their own expense.

10.5. If the Authentication Instrument is issued by a third party, the Bank cannot be held liable for their functioning or security and the damage caused by its to the User, the Merchant or a third party.

10.6. If using an Authentication Instrument requires sending information to the User’s device (e.g. a code sent by text message to the User’s mobile phone), the User is responsible for the data provided to the Bank for sending such information (e.g. the phone number) being correct. If the User changes the data known to the Bank, they must immediately inform the Bank thereof. The Bank cannot be held liable for the damage caused by the use of the data known to the Bank if the Merchant fails to perform the notification obligation.

10.7. The User who uses an Authentication Instrument must follow the terms of use of the relevant Authentication Instrument and its issuer when using the Authentication Instrument.

10.8. The Bank has the right to refuse to provide services via the Merchant Portal if the User fails to comply with the terms and conditions of the contract.

10.9. The information given to the Merchant via the Merchant Portal, incl. in a format that can be reproduced in writing, is binding on the User and the Merchant and must be complied with as of the moment the notice was sent.

10.10. The Bank may save and register the transactions made via the Merchant Portal and retain them according to the General Terms & Conditions of the Bank.

11. Fees

11.1. The Merchant pays the Bank for the services used according to the Price List, unless otherwise determned in the Agreement.

11.2. The Bank may offset claims of the same type, which are the amounts payable by the Merchant to the Bank and the amounts payable by the Bank to the Merchant.

11.3. The fee for the Payment Card Service covers the fee paid by the Bank in the case of each transaction directly or indirectly to
11.3.1. the payment service provider that issued the payment card (interchange fee);
11.3.2. an international Card Organisation.

11.4. The information concerning the amounts of the interchange fee and the fee of the Card Information is given on the website luminor.ee/en/approximate-interchange-fees-and-card-organisation-fees. The information on the website may change and does not affect in any way the amount that the Merchant must pay to the Bank as a service fee. The Bank has the right to change the information concerning interchange fee and the fee of the Card Organisation without notifying the Merchant about this.

11.5. The Bank submits to the Merchant a report at the request of the latter, which sets out the payment card fees of all the transactions concluded in the previous settlement period by days, weeks or months. The Bank will separately set our the interchange fee and the fee of the Card Organisation paid for transactions. The Bank prepares the report on the basis of the interchange fees disclosed by the Card Organisation, which are accessible to all participants who hold the licences of the relevant Card Organisation. The actual interchange fee that the Bank paid to the payment service provider in relation to a transaction may differ from the fee specified in the Bank’s report.

12. Security

12.1. The Bank has the right to demand, before the agreement enters into force and during its term of validity, that the merchant provide a security regarding the performance of the contractual obligations for the benefit of the bank. The merchant must provide the security on the terms and conditions set forth by the bank.

12.2. If the security is a security deposit, the Bank may offset the claims that the Merchant must pay the Bank in relation to the Agreement (incl. claims for damages) from the amount in the security deposit.

12.3. Upon expiry of the agreement, the bank releases the security within four months of the expiry date of the agreement.

12.4. The Bank and the Merchant enter into a separate security pledge agreement in order to set the security.

13. Resolution of Complaints of Clients and Card Disputes

13.1. The complaints of the Clients that concern the quality of the offered, delivered or purchased goods are handled by the Merchant.

13.2. The Bank has the right to refuse to credit the Merchant’s account or extend the deadline of crediting if:
13.2.1. the transaction requires additional inspection (the rules of the Card Organisation will also be taken into account);
13.2.2.    the Bank or the Merchant has received from the Client a complaint about a transaction or a complaint related to a Card Dispute;
13.2.3.    the Bank has reason to suspect the lawfulness of a transaction (e.g. in the case of suspected fraud).

13.3. At the demand of the Bank, the Merchant will submit to the Bank the source documents of the transactions listed by the Bank in the request of source documents. The Bank determines the type and content of the source document of a transaction by requesting, for example, the receipt, invoice or order form of a transaction or the documents that confirm delivery of the goods.

13.4. If the Merchant fails to submit the information or documents requested by the Bank by the deadline specified by the Bank or in these Terms and Conditions, the Bank has the right to declare that the suspicions related to the Client’s complaint or a Card Dispute are justified and not credit the Merchant’s account.

13.5. The Bank assesses whether a Card Dispute is justified according to the Card Organisation Rules. If the Card Dispute is justified and the Bank has not exercised the rights specified in clause 12.6, the Merchant will pay to the Bank the amount of the transaction related to the Card Dispute and the other expenses related to the Card Dispute within three working days of the day the respective claim was filed.

13.6. In the case of a Card Dispute, the Bank has the right to:
13.6.1.    immediately debit the Merchant’s account in the Bank by the amount of the transaction related to the Card Dispute and any other expenses related to the Card Dispute;
13.6.2.    demand that the Merchant compensate for the expenses related to the resolution of the disputed transaction and for any other expenses related to the Card Dispute;
13.6.3.    realise the security to cover the expenses of the disputed transaction and the other expenses related to the Card Dispute.

14. Liability

14.1. The Bank is not liable for the quality, price and delivery of the Merchant’s goods or for anything related to a complaint between the Merchant and the Client.

14.2. The Merchant is liable for the damage caused by its own and its representative’s activity or inactivity.

14.3. The Bank is not liable for the damage that emerged because of a service provided by a third party via the Bank.

14.4. The Bank is not liable for the damage caused by the Merchant or a third party, which arises from the suspension or termination of a transaction or service.

14.5. The Bank is not liable for any damage arising from:
14.5.1.    a fault or interruption in the operation of a means of communication used for the provision of the service;
14.5.2.    the unsuitability or fault of a device;
14.5.3.    the activities of a third party aimed at the acquisition, amendment or deletion of the information transmitted via a means of communications.

14.6. The Bank is not liable for the Merchant’s damage if the Merchant delivers the goods before the Client’s money meant for payment for the goods is credited to the Merchant’s account.

14.7. The Bank is not liable if the payment service provider of the Merchant or the Client (that is not the Bank) or an intermediary included in the process:
14.7.1.    does not execute a payment order or does it with a delay;
14.7.2.    does not credit the payment account of the Merchant or the Bank or does it with a delay.

14.8. The Merchant will compensate the Bank for all the expenses and damages related to their Agreement that are caused because of the provision of the e-Commerce Gateway services and concern the following:
14.8.1.    the payments that the Card Organisation demands in relation to the Payment Card Service (incl. transaction);
14.8.2.    the payments in all cases where the payment service provider that issued the Payment Card submits a justified Card Dispute claim (e.g. if the Client refuses a transaction, there are signs that the transaction may be fraudulent or if the Client has not received the goods for which they have paid);
14.8.3.    the Bank’s damages and expenses caused due to the reason that:
- the Merchant sells goods that do not comply with the information given in the Agreement or the Application;
- the Merchant or a third party uses the e-Commerce Gateway services unlawfully or in a manner that is in contravention of the Agreement.

14.9. If the Bank discovers that goods have been sold, which do not comply with the conditions in clause 5.1 or the sale of which is prohibited according to the Card Organisation Rules (if the Merchant uses the Payment Card Service), the Merchant will pay the Bank, at the respective demand of the Bank, a contractual penalty in the amount that equals the total amount of the transactions concluded by the Merchant via the payment collection services in the previous calendar month.

14.10. Payment of the contractual penalty will not release the Merchant from the obligation to perform the Agreement or affect the size of the compensation for damages.

15. Suspension and Termination of Services

15.1. The Bank may suspend, terminate, transform or replace the services of Luminor e-Commerce Gateway or part of them by notifying the Merchant thereof a reasonable time in advance.

15.2. The Bank may suspend or terminate the services of Luminor e-Commerce Gateway immediately and without notifying the Merchant thereof if:
15.2.1. the Merchant (incl. an authorised person) fails to comply with the Agreement or applicable legislation;
15.2.2. the Bank learns that the money of the Merchant or the Client may be used unlawfully;
15.2.3. the Merchant has not used the services of Luminor e-Commerce gateway for three consecutive calendar months;
15.2.4. the equipment, software or data connections used by the Merchant (incl. the authorised person) jeopardise the functioning or security of the services of Luminor e-Commerce Gateway;
15.2.5. the Bank, its clients or third parties may suffer damages because of the provision of the services of Luminor e-Commerce Gateway;
15.2.6. the Bank has reason to believe that:

- the services of Luminor e-Commerce Gateway are used without authorisation or fraudulently;
- a transaction is unlawful.

15.2.7. the execution of the Merchant’s payments has been suspended due to the circumstances specified in the service terms and conditions of the Bank;
15.2.8. another circumstance, which requires the suspension or termination of the services and is specified in the General Terms and Conditions of the Bank, becomes evident.
 
15.3. The Bank may continue providing the services of Luminor e-Commerce Gateway if the circumstances that were the basis of suspension cease to exist.

15.4. Suspension of the services of Luminor e-Commerce Gateway does not release the Merchant from the obligation to pay the fees set out in the Agreement to the Bank.

16. Entry into Force, Amendment and Cancellation of Agreement

16.1. If the Agreement is made on paper, it will enter into force from the moment it has been signed by both parties. If the Agreement is entered into via an electronic channel, it will enter into force from the moment the Merchant signs it digitally in the manner accepted by the Bank.

16.2. The Agreement has been entered into for an unspecified term.

16.3. The Bank may amend the terms and conditions or the Agreement or the Price List unilaterally by notifying the Merchant of the amendment in the manner and by the deadline specified in the General Terms and Conditions of the Bank.

16.4. If the Merchant does not agree to the amendments made to the Agreement or the Price List of the Bank, they have the right to cancel the Agreement on an extraordinary basis within the advance notice period and without granting any additional term by performing any and all contractual obligations beforehand.

16.5. If the Merchant does not notify the Bank of the cancellation of the Agreement within the advance notice period, it will be deemed that they have accepted the amendments.

16.6. Both parties may cancel the Agreement ordinarily at any time by notifying the other party thereof two months in advance.

16.7. The Bank may cancel the Agreement extraordinarily without notice if:
16.7.1. the event specified in clause 14.2 of the Agreement emerges, which gives the Bank the right to suspend the service in part or in full;
16.7.2. a security is established in favour of the Bank regarding the performance of the obligations set out in the Agreement and the relevant security agreement expires or is terminated due to circumstances independent of the Bank.

17. Other Provisions

17.1. If the Bank operates as the personal data processor on behalf of the Merchant, their mutual relationship concerning personal data processing will be regulated by the Data Processing Terms specified in the Agreement.

17.2. The Bank processes personal data in accordance with its Privacy Policy, which is accessible on the website luminor.ee/en/privacy-policy.

17.3. The Sgreement is governed by the laws of the Republic of Estonia.

17.4. Any disputes related to the performance of the Agreement will first and foremost be resolved by way of negotiations. If the dispute cannot be resolved by way of negotiations, it will be resolved in the local court of the issuer of the claim.

17.5. The Bank has the right to assign its obligations under the agreement either partially or in full to third parties without the Merchant’s consent.

17.6. The Merchant does not have the right to assign its obligations under the agreement either partially or in full to third parties without the Bank’s written consent.