Terms and Conditions

1 SCOPE
1.1 This document (the "Terms") together with the submitted application form ("Application Form") constitute a binding agreement (the "Agreement") governing the relationship between ZTL Payment Solution AS (hereinafter "ZTL", "we", "us" or "our") and our corporate customers ("you" or "your"). 

1.2 By signing the Terms, the authorised signatory confirms that the information provided in the Application Form is correct. 

1.3 The Terms, including any additional documents incorporated by reference in the following, constitutes the entire Agreement and contains all terms agreed between ZTL and you regarding your use of the Services (as defined in clause 5 below). 

1.4 By accepting the Terms, you agree to be bound by and comply with the provisions set forth in the Agreement for all purposes relating to your use of the Services. You further accept and agree that the Act on Financial Contracts and Financial Assignments of 25 June 1999 ("The Financial Contracts Act", Nw. finansavtaleloven) and the Regulations on payment services of 18 February 2019 ("Payment Services Regulations", Nw. forskrift om betalingstjenester) are waived to the extent permitted by Section 2 of the Financial Contracts Act and Section 1 of the Payment Services Regulations. 

1.5 The Terms apply as of the revision date stated at the top of this document. The Terms may be amended by ZTL by posting the amendments in the Payment Solution. The latest version of the Terms will be available to you at all times in the Payment Solution or ERP System. If you would like a copy of the Terms in digital or physical format, please contact us as described in clause 11 below. 

2 POWER OF ATTORNEY 
2.1 By entering into this Agreement, you hereby authorize ZTL to collect information directly from your bank account(s) (account information services) and to initiate and carry out transfers and payments from your bank account on your behalf (payment initiation services) in accordance with your instructions provided through the Payment Solution (as defined in clause 5). Furthermore, you authorize us to initiate the currency exchange operations necessary to carry out any tasks on your instruction involving payment or transfer of money in a currency other than your own. In addition, you authorize us to share all information (including personal data) collected or generated in the Payment Solution and the Information Service with the provider of your ERP System (as defined in clause 5.1) so that we can make these services available to you. 

2.2 All persons who have access to your bank accounts in all banks in Norway will have the authority to instruct us on your behalf ("Authorised Users"). Authorised Users will also have the authority to accept changes to the terms, prices, and conditions for using the Payment Solution, as well as updating necessary information ZTL is obligated to obtain pursuant to the regulatory requirements connected to anti-money laundering and -terrorist financing. 

2.3 In accordance with general principles of authority (Nw. alminnelige fullmaktsprinsipper), we further have the right to receive instructions from any person authorised by you or who otherwise appears to have such authority. 

3 ABOUT ZTL
3.1 The Services offered under the Agreement is provided by: ZTL Payment Solution AS 

Organisation number: 920 970 931 Kristian IVs gate 15, 0164 Oslo, Norway 

3.2 ZTL has a licence from the Financial Supervisory Authority of Norway (Nw. Finanstilsynet) (see clause 20 below) to operate as a provider of payment, account information and payment initiation services in accordance with Sections 2-10 and 2-10a of the Act on financial institutions and financial groups of 10 April 2015 ("Financial Institutions Act", Nw. finansforetaksloven). 

3.3 For more information on how to contact us, please see clause 11 below. 

4 PRECONDITIONS FOR YOUR USE OF THE SERVICES
4.1 Before you can use our Services, you must agree to the Terms in connection with the completion of the Application Form as part of our onboarding procedure. 

4.2 In the Application Form, you will be asked to complete and verify various information about your organisation. 

4.3 To verify, sign, and submit the Application Form, and to accept the Terms, you must be registered as an authorised signatory for your organisation in the Norwegian Register of Business Enterprises (Nw. Brønnøysundregistrene). 

4.4 You hereby declare and warrant that you have read the Terms, that the information provided in the Application Form is correct, and that you have the necessary authority to enter into this Agreement and perform your obligations under the Agreement. 

4.5 Once the required information has been confirmed and sent, and the onboarding procedure is completed, we will confirm our acceptance of you as a customer of the Services and our conclusion of the Agreement by sending the contact person stated in the onboarding an email or through other electronic means. 

4.6 If the information you have provided in the Application Form should be subject to changes, you undertake to inform us thereof. Further, you undertake to respond to our inquires regarding obtaining and updating information that is necessary for us to obtain pursuant to the regulations on money laundering and sanctions. If you do not contribute to obtaining and updating such information, we may block or suspend your access to the Services pursuant to clause 8 or terminate the Agreement in accordance with clause 19. 

5 THE SERVICES
5.1 ZTL has developed an electronic platform for carrying out payment transactions (including wage and salary payments). The platform is connected to the banks' own systems and conducts payment transactions and currency exchanges with affiliated banks in such a way that it is covered by the EU Directive 2015/2366 (PSD2) ("Payment Solution"). The payment solution is integrated with the resource planning and accounting system used in your organization ("ERP System"). When using the Payment Solution, ZTL manages the actual transfer of money from your bank to the recipient’s bank. 

5.2 ZTL has, further, developed an IT solution that extracts payment and account information from your bank and compiles this information so that it can be presented to you via your chosen ERP provider ("Information Service"). 

5.3 The Payment Solution and the Information Service are jointly referred to as the "Services". 

5.4 Payments ordered in foreign currencies will be executed through the use of various financial institutions, with which we have entered a cooperation to provide ongoing currency exchange and payment services. 

5.5 An updated description of the Services, together with an overview of accepted foreign currencies and payment methods, is available to you at all times in the Payment Solution/ERP System. In the event of any discrepancies between this clause 5 and the information contained directly in the Payment Solution/ERP System, the information in the Payment Solution/ERP System shall apply. 

6 YOUR USE OF THE SERVICES
6.1 You acknowledge and agree that you are solely responsible for your, and any of your Authorised Users', use of the Services and the fulfilment of your obligations under the Agreement. You assume responsibility for all authorised payments and the accuracy of all information sent to the Payment Solution through the use of usernames, access codes, passwords, and other personal identification methods belonging to you. 

6.2 When using the Services, you undertake to ensure that your Authorised Users: 

a) keep all information up to date via the ERP System, including addresses, management and ownership structures, account numbers (including SWIFT, BIC, and IBAN, contact details, name of the administrator, and power of attorney; 

b) provide all necessary information and ensure the correctness of such information required by the Payment Solution to initiate a transaction, and, to the extent that such information is automatically populated by the Payment Solution based on integrations with the ERP System or other systems, verify that the information is correct; 

c) submit all payments by the applicable cut-off times for national and international payments ("Cut-off"), which are available in the Payment Solution/ERP System, to ensure that the payments are made on time; 

d) maintain an adequate balance to fulfil all payments confirmed by you in the Payment Solution; and 

e) review the payments to ensure that the payment dates do not conflict with any local or foreign holidays or similar, which will prevent the transaction from being completed on time and adjust the payment dates accordingly if necessary. 

6.3 By clicking "confirm payment", or similar, for the relevant payment, you instruct us to execute the payment and confirm that we may interact with your account when doing so. Your confirmation will be verified by the strong customer authentication method determined by your bank (e.g., BankID). 

6.4 You may cancel or change your confirmed domestic and international payments before the relevant transfer has been made, if you pay the cancellation fees as set out in clause 10 below. 

6.5 You acknowledge and agree that using the Services for illegal activities (for example, to execute transactions in violation of legislation on combating money laundering or terrorist financing) or for transferring malware to any service operated by us is strictly prohibited and will, under any circumstances, be deemed a wilful breach of the Agreement. 

7 RESPONSIBILITY FOR LOGIN DETAILS AND AUTHENTICATION MEASURES
7.1 You are responsible for protecting your login details and authentication information (e.g., BankID), including when used by your Authorised Users. Authorised Users' login details belong to the individual Authorised User and cannot be shared with other persons. 

7.2 You undertake to ensure that no third party receives access to the ERP System, or the Payment Solution offered by us. 

7.3 Access codes and similar means of proof of identity must be treated strictly confidential. You undertake to ensure that such means of proof of identity are kept in a safe and secure place, inaccessible to all but the administrator and authorised agents. 

7.4 You undertake to notify us immediately in accordance with clause 11 below if you become aware that access codes, authentication information, or other login details have been disclosed to a third party (regardless of the reason) or that a third party has gained unauthorised access to the Payment Solution. 

7.5 If you become aware of unauthorised or incorrect payments made by us on your behalf, without such error being caused by incorrect information or authentication provided by you, you undertake to notify us within a reasonable time, after which we will reverse the transaction in question and compensate you for any lost interest resulting from the error if we assume responsibility for the unauthorised or incorrect payment in question. Such notice must be given in accordance with clause 11 no later than two months after the payment took place. 

8 MONITORING AND SUSPENSION OF THE SERVICES
8.1 We monitor all customer relationships for any changes in the customer's management and ownership structure, transaction patterns, and similar, in accordance with applicable legislation on combating money laundering and terrorist financing, as well as the recipient of each transaction carried out using the Services, to check against official sanction lists. If you transfer an amount to a recipient registered on such a list, or on similar lists, the transfer will be stopped and the amount frozen. 

8.2 If we become aware of any aspects regarding your use of the Services that appear to be of a suspicious nature with respect to money laundering or terrorist financing, we will have to notify the relevant law enforcement authorities promptly. 

8.3 We may at any time permanently or temporarily block or suspend your access to and use of the Services if: 

a) we believe that irregular or suspicious transactions have been ordered; 

b) we have reason to believe that the security of the Payment Solution has been compromised; 

c) we have reason to believe that laws and regulations relating to financial sanctions have been violated; or 

d) we become aware of any breach of the Agreement by you. 

8.4 If we block or suspend your access to the Services, we will notify you thereof by specifying the reasons for your suspension within a reasonable time, provided that such notification is permitted under applicable law. 

9 ZTL'S RESPONSIBILITY FOR THE SERVICES
9.1 Provided that you fulfil your obligations under the Agreement and that you have registered the necessary information in the Payment Solution within the applicable Cut-off, we are responsible for executing your payments on the dates you have specified and for ensuring that the Services provided by us otherwise materially conform with the descriptions set out herein. 

9.2 With respect to transactions to or from foreign countries, you acknowledge and accept that bank holidays in the submitter or recipient country and any local standards and customs on settlement and interest calculation in the respective foreign currency market may affect the execution time and your cost of using the Services. 

10 FEES AND EXCHANGE RATES
10.1 Your use of the Services is subject to the transaction and subscription fees available in the Payment Solution/ERP System, prevailing at the relevant point in time. 

10.2 Although the exchange rates vary, these will be available in the Payment Solution before you confirm a transaction in other currencies than NOK. The exchange rates made available in the Payment Solution will include a currency exchange surcharge to be paid by you. Fees for international payments may be charged by adding the amount to the relevant payment before the payment is confirmed through strong customer authentication. 

10.3 If your account balance lacks the funds to fulfil the payments confirmed by you in the Payment Solution at the first settlement date between the banks (according to Norges Bank's settlement system) after the Cut-off, we may revert the transaction to you if we, as a result of the lack of funds, have cancelled the currency agreement associated with the transaction with our currency exchange service provider. 

10.4 If you cancel or change any foreign payments previously confirmed by you (including cases where your account balance lacks the funds to fulfil the payments at the first settlement date between banks (in accordance with Norges Bank's settlement system) after the Cut-off, you will be charged for the foreign exchange loss incurred by us as a result of the cancellation, change, or lack of funds, in addition to a cancellation fee. The foreign exchange loss will be calculated by our currency exchange service provider and passed on to you. 

10.5 All fees and surcharges that you may be charged under this clause 10 are available in the Payment Solution/ERP System. 

10.6 Additional transaction fees may be charged by your or the recipient's bank. 

11 COMMUNICATION
11.1 All customer support relating to the Services shall be made through your ERP System. All other communications relating to the Services shall be made in accordance with this clause 11. 

11.2 We reserve the right to communicate with you in both Norwegian and English. 

11.3 You may notify us of any unauthorised and/or incorrect transactions, or losses, thefts, or other unintentional disclosures of login details or authentication information, as well as customer complaints by sending an email to support@ztlpay.io. 

11.4 You will be notified of material changes to the Agreement in the Payment Solution/ERP System. You will be bound by other changes as soon as these are made available in the Payment Solution/ERP System. 

12 INTELLECTUAL PROPERTY RIGHTS
12.1 All Intellectual Property Rights (as defined below) in and to the Payment Solution and aggregated (non-identifiable) data generated by your use of the Services are and shall remain ZTL's property. 

12.2 Intellectual Property Rights include all types of rights to inherent processes, technology (whether patentable or not), know-how, trade secrets, copyrights, and other adjacent rights (e.g., in computer programs and code), design rights, database rights, all types of technical information, trademarks, trade names, domain names, and other rights of a similar nature. 

12.3 Subject to payment of compensation pursuant to clause 10 and compliance with the Terms, you are hereby granted a limited, non-exclusive, fully revocable, and non-transferable licence to use the Payment Solution ("Limited Licence"). The Limited Licence includes all rights necessary for you to use the Services as agreed during the term of the Agreement (as set out in clause 19 below). 

13 CONFIDENTIALITY
13.1 The Parties acknowledge that each party in connection with the performance and receipt of the Services under the Agreement may access information about the other party's administrative, financial, or technical matters, as well as any operational and business matters, including information about the parties' customers ("Confidential Information"). 

13.2 All Confidential Information, as well as any other information that each party must understand that the other party would want to keep secret, must be kept confidential and must not be disclosed to any third party without the written consent of the other party unless mandated by applicable laws or regulations. Notwithstanding the foregoing, ZTL has the right to share Confidential Information to the extent necessary to provide the Payment Solution. Each party shall take all necessary precautions to prevent unauthorised persons from receiving access to or knowledge of Confidential Information. 

13.3 If either party is required to disclose Confidential Information under applicable laws or regulations, the respective party will give the other party immediate notice thereof and request that confidential treatment will be accorded any Confidential Information so disclosed. The foregoing sentence applies to the extent such notification is permitted under applicable laws and regulations. 

13.4 If you intend to disclose Confidential Information based on the exception set out in clause 13.3, you must provide us with written notice thereof in a manner and within a time that gives us sufficient opportunity to challenge the opinion that it is necessary to disclose the Confidential Information. 

13.5 This clause 13 applies to the parties' employees and remains effective in perpetuity. 

14 PERSONVERN
14.1 When we are providing the Services to you, we are, pursuant to legislation on combating money laundering and terrorist financing and other applicable regulations, obligated to collect and process certain information relating to you, your Authorised Users, your owners, employees, recipients, and such recipients' employees which are considered personal data under the Personal Data Act of 2018 (Nw. personopplysningsloven) and the EU General Data Protection Regulation 2016/679 ("GDPR"). 

14.2 We will not disclose personal data collected or processed in connection with the provision of our Services unless we are required to do so under applicable laws or regulations, for law enforcement purposes, pursuant to instructions by any competent supervisory authority to which the Services are subject, or such disclosure is necessary to provide the Services or execute the payments on your instructions. 

14.3 We undertake not to process personal data collected in connection with the Services for any other purpose than to provide the Services in accordance with our privacy policy available on ZTL's website (www.ztlpay.io) at all times. You are obliged to ensure that your Authorised Users, any owners, employees, recipients, and such recipients' employees are adequately informed in accordance with the GDPR that their personal data may be processed as described in these Terms in connection with the provision of the Services. 

14.4 We reserve the right to process aggregated metadata obtained through your and other customers' use of the Services for statistical purposes, market research, and other internal or commercial purposes. For the avoidance of doubt, all personal data processed in accordance with this clause 14.4 is anonymized in accordance with best practices and cannot identify you, your organization, your Authorised Users, your payees, or personal, commercial, or confidential aspects thereof. 

15 LIABILITY
15.1 Each party shall be liable for any loss arising out of, or in connection with, the performance of their respective obligations under the Agreement in accordance with the general principles for liability for damages under Norwegian law. 

15.2 Notwithstanding the above, you hereby agree that ZTL will not be liable for any loss or damage resulting from: 

a) failure to access IT systems or damage to data in these systems, or other business interruptions affecting a subcontractor or partner bank of ZTL or any other third party involved in the execution of payments ordered by you in the Payment Solution; 

b) circumstances that under applicable law must be classified as force majeure; 

c) delays in the execution of payments due to our statutory obligations under the regulatory obligations connected to anti-money laundering, terrorist financing and sanctions; 

d) sabotage or vandalism (including computer viruses and hacking); and 

e) other circumstances beyond our control. 

15.3 Without prejudice to clause 15.5, either party's aggregated liability for damages shall not, under any circumstances, exceed the fees payable for the Services under the Agreement during the one-month period prior to the claim. 

15.4 Without prejudice to clause 15.5, neither party shall be liable for indirect losses. 

15.5 The limitation of liability set out in this clause 15 applies to the extent permitted by applicable laws. Notwithstanding the foregoing, clause 15 does not apply in relation to losses caused by the breaching party's gross negligence or wilful misconduct or claims relating to the indemnification obligations set out in clause 16. 

16 INDEMNIFICATION
16.1 ZTL shall, at its own expense, pay, defend, indemnify, and hold you harmless from and against all costs, expenses (including, without limitation, reasonable legal fees), obligations, claims, proceedings, damages, and other losses resulting from claims by a third party asserting that the Services or the Payment Solution infringes said third party's Intellectual Property Rights. 

16.2 You agree to, at your own expense, pay, defend, protect, indemnify and hold us harmless from and against, all costs, expenses (including, without limitation, reasonable legal fees), obligations, claims, proceedings, damages, and other losses which in any way arise in connection with: (i) an infringement of our Intellectual Property Rights; or (ii) any claim by a third party or supervisory authority arising out of erroneous or unlawful payments executed as instructed, or on the basis of information provided, by you or an Authorised User in connection with the Services. 

17 NO WARRANTIES
17.1 You hereby acknowledge and agree that the Payment Solution is provided "as is" and as it is available at all times, and that any payments executed by using the Services are carried out on the basis of best efforts without any promises or warranties with respect to the fact that the Services, their functionality and features, related infrastructure, information, or access will be uninterrupted, reliable, accurate, or error-free. 

17.2 Expect as expressly set out in the Terms, and to the fullest extent permitted by law, all other implied or statutory warranties, terms, or other conditions are hereby excluded from the Agreement. 

17.3 This clause 17 does not apply to payments in accordance with clause 5.4 above (international payments). 

18 CHANGES
18.1 You accept that we have the right to change the Terms at any time by notifying you in accordance with clause 11. Such changes will become effective at the time set out in the notice or in the Payment Solution/ERP System. The same applies with respect to changes to the fees set out in clause 10. 

18.2 If you oppose a change of the Terms and the change may reasonably be deemed to be to your detriment, you may terminate the Agreement at the time the change becomes effective if you have provided us with prior notice thereof which specifies the reason for your objection. 

18.3 Notwithstanding the foregoing, we may change the Terms, charges, or the Services with immediate effect to the extent necessary to comply with applicable laws or regulations. 

19 TERM AND TERMINATION
19.1 The Agreement enters into force as of our approval pursuant to clause 4.5 and remains effective until terminated by either you or ZTL in accordance with this clause 19. 

19.2 Either party may terminate the Agreement for convenience at any time by giving the other party one month's prior notice thereof. 

19.3 If ZTL is obligated to terminate the agreement pursuant to the laws and regulations on ant- money laundering, terrorist financing, or financial sanctions, or other laws or regulations, ZTL may terminate the agreement with immediate effect. 

19.4 Each party may terminate the Agreement with immediate effect if there is a material breach by the other party. You may also terminate this Agreement if we have materially breached our statutory information obligations under the Financial Contracts Act. 

19.5 Termination pursuant to clause 19.4 must be notified in writing within a reasonable time after the terminating party has, or should have, become aware of the breach. 

20 COMPLAINTS AND SUPERVISORY AUTHORITIES
20.1 If a disagreement concerning the Agreement or the Services has not been resolved to your satisfaction, you may provide us with a complaint in accordance with clause 11 above. 

20.2 Any complaints relating to violations of laws or regulations on financial services may be submitted to the Norwegian Financial Supervisory Authority of Norway (www.finanstilsynet.no). 

20.3 Complaints regarding our processing of personal data may be submitted as described in clause 11 above. 

21 GOVERNING LAW AND DISPUTE RESOLUTION
21.1 The Agreement shall exclusively be governed by and construed in accordance with Norwegian law. 

21.2 If not resolved through negotiations, any dispute relating to the Agreement shall be finally settled by Norwegian courts, with Oslo District Court as the agreed legal venue.