Restolution General Terms and Conditions for Products and Services
General Terms and Conditions for Products and Services. Open the PDF file here.
1 Scope of Application
1.1 Application of General Terms and Conditions
1.2 Definitions
“Agreement” means the Order Document and its appendices, including Restolution’s written amendments and/or additions thereto, Restolution’s current service descriptions and price lists, Restolution’s binding instructions for the customer and these General Terms.
“Card Association” means organisations (such as Mastercard, Visa, Japan Credit Bureau (JCB), UnionPay International, Diners Club, American Express and/or Discover) that define international rules for payment systems and have granted licenses to payment service providers for handling payments with payment cards.
“Cardholder” means a person to whom a Payment Card has been issued. “Card Payment” means a payment transaction between a Cardholder and the customer, as a result of which an agreed amount is transferred to the customer using a Payment Card.
“Cloud Service” means software, application or other system offered by Restolution as a service (excluding, for the avoidance of doubt, Software and RestoPay Payment Solution), which is specified in more detail in the Order Document.
“Customer Material” means information and materials stored by the customer in the Cloud Service.
“Identification Data” means the customer’s user credentials to the Cloud Service and/or Software, such as phone numbers, addresses and other identifiers.
“Order Document” means an offer, order confirmation, invoice or similar order document sent by Restolution or its reseller to the customer, in which Restolution describes the Cloud Services, Software and/or Products provided to the customer.
“Other Service” means any other service provided by Restolution under the Agreement other than the Cloud Service, including, for example, Product rental, training, consulting, installation and/or maintenance services.
“Party” means Restolution and/or the customer.
“Payment Card” means international payment cards (such as Mastercard, Maestro, Visa, Visa Electron, VPAY, Japan Credit Bureau (JCB), UnionPay, Diners Club and/or Discover) for which the customer has entered into an agreement with a payment service provider to accept card payments. “Payment Service Provider” means a third party that provides the card payment service, and with whom the customer enters into an agreement when implementing the RestoPay Payment Solution.
“Products” means cash registers, self-service checkouts, tablets, payment terminals and/or other hardware as well as related supplies and/or accessories offered by Restolution, which are specified in more detail in the Order Document.
“Restolution Material” means user manuals, reports, testing materials and other information, materials and content that are available in connection with the Cloud Service, Software, Product or other Service or that Restolution otherwise provides to the customer regarding the features, operation or use of the Cloud Service, Software, Product or other Service. “RestoPay Payment Solution” means the payment solution offered by Restolution together with the Payment Service Provider.
“Software” means software, application or other system offered by Restolution to be installed in the Customer’s environment (excluding RestoPay Payment Solution), which is specified in more detail in the Order Document.
“Transition Period” is defined in Section 14.7.2 of the General Terms.
2 Conclusion and Transfer of the Agreement
2.1 Conclusion of the Agreement
The Agreement is concluded when the Parties sign the Agreement or the Order Document or when Restolution accepts the customer’s order or at the latest when the customer starts using the Cloud Service, Software and/or Product. The customer and the signatory of the Agreement is responsible for ensuring that a person with sufficient authority in its organisation has given approval for the use of the Cloud Service, Software and/or Product and for the conclusion of the Agreement and that the Agreement is signed by a person authorised to sign on behalf of the customer.
Information presented in marketing materials is not binding on Restolution.
2.2 Transfer of the Agreement
3 Delivery of Cloud Service, Software or Product
3.1 Delivery Time
3.2 Acceptance of Delivery
3.3 Customer's Obligation to Contribute
3.4 Customer’s Delay
4 Intellectual Property and Usage Rights
4.1. Intellectual Property Rights
4.2 Customer's Right to Use the Cloud Service, Software and Restolution Material
Subject to the customer paying the fees as provided under Section 12 in full and on time, Restolution grants the customer a limited, non-exclusive, non-transferable and revocable right to use the Cloud Service, Software and/or delivered Restolution Material in the customer’s business operations during the term of the Agreement. The customer may use the Cloud Service, Software and/or Restolution Material only for lawful purposes and in accordance with this Agreement, any instructions that may be given by Restolution and applicable local laws. The customer may not use or allow a third party to use the Cloud Service, Software and/or Restolution Material contrary to the Agreement. Without Restolution’s prior written consent, the customer has no right to copy (including making copies for text and data mining purposes), translate or modify the Cloud Service, Software or Restolution Material, or to transfer, license, sublicense, distribute, sell or offer them for use by a third party, or to use them for the development of artificial intelligence or for providing services to third parties, unless otherwise provided in the mandatory legislation. Upon termination of the Agreement, the customer’s right to use the Cloud Service, Software and Restolution Material shall terminate. The customer shall then, at its own expense, return or, at Restolution’s request, destroy the Restolution Material and the original and copies of the Software it has in its possession.
4.3 Use of Trademarks
4.4 Limitation of Customer’s Rights to Use
4.5 Customer-Specific Material
4.6 Customer Material
The customer is responsible for its use of the Cloud Service and for the Customer Material. The customer is also responsible for the users to whom it has granted access to the Cloud Service. The customer undertakes to use the Cloud Service in a way that does not cause harm or damage to Restolution or third parties. The customer is responsible for and has an obligation to verify that the Customer Material complies with Finnish law and does not violate or infringe the rights of third parties, e.g. by including information or materials that may be considered offensive or contrary to good practice, such as materials containing hostile, threatening or pornographic content or that encourage violence or agitation against a population group. The customer is responsible for ensuring that the Customer Material does not contain viruses or other harmful features. The customer grants Restolution and its subcontractors the right to use, copy, store, present, transmit and otherwise process the Customer Material for the purpose of providing the Cloud Service to the customer in accordance with the Agreement. Restolution has the right to remove the Customer Material in whole or in part if it appears that the Customer Material is contrary to law or these General Terms. The customer is responsible, at its own expense, for any consequences and related costs that may be associated with the Customer Material stored in the Cloud Service, such as damages, administrative payments, legal costs and criminal consequences. If a claim is brought or demands are made against Restolution and/or its group companies and/or their subcontractors on the grounds that the Customer Material or the customer’s activities in the Cloud Service infringe the rights of a third party and/or the law, the customer shall indemnify Restolution, its group company and/or their subcontractors for all costs arising from such claim or demand, including without limitation any legal costs and/or compensation and reimbursement ordered to be paid. In addition, Restolution reserves the right to terminate the Agreement immediately in the above-mentioned situation.
4.7 Third-Party Services
5 Information Security and Standards
5.1 Cloud Services and/or Software that Process Card Data
5.2 Payment Terminals Rented to the Customer
5.3 Payment Terminals Sold to the Customer
5.4 The Customer's Responsibilities Related to Information Security
6 Error in the Cloud Service and/or Software; Maintenance of the Cloud Service and Error Correction
6.1 Provision of Cloud Services and Modifications
6.2 Customer's Equipment, Software and Telecommunications Connections
6.3 Use of Payment Terminal
6.4 Error in the Cloud Service and/or Software
6.5 Maintenance of the Cloud Service and Error Correction
6.6 Maintenance Limitations
The maintenance service for the Cloud Service and/or Software does not include the correction of an error caused by a reason beyond Restolution’s control or for which the customer is responsible. Restolution charges the customer for the costs of correction work related to such an error, including errors that are due to:
6.6.1 Incorrect use of the Cloud Service and/or Software, negligence or failure to comply with instructions concerning the use or maintenance of the Cloud Service and/or Software or the environmental requirements of the Cloud Service and/or Software, or
6.6.2 Equipment, data connections, software or specifications not covered by the Cloud Service and/or Software, or changes or repairs made by a party other than Restolution.
6.7 Correction of Defects in Products
Restolution’s liability for defects in Products is limited to the obligations set out in Sections 15.4 and 16.1.
7 Infringements of Intellectual Property Rights
7.1 Restolution's Responsibility for Intellectual Property Rights
7.2 Indemnity
Restolution shall indemnify and hold the customer harmless against a third party claim made against the customer that the Cloud Service or Software provided by Restolution infringes a third party intellectual property rights in the agreed country of use, provided that the customer notifies Restolution of the claim in writing immediately upon receiving information about it, permits Restolution to assume and control the defence of the claim and provides Restolution with the information and assistance necessary for handling the matter. The customer shall not enter into an agreement or otherwise settle the matter with the third party making the claim or demand without Restolution’s prior written consent.
7.3 Correction of Established Infringement
7.4 Limitation of Liability
8 Identification Data in the Cloud Service
8.1 Customer's Identification Data
8.2 Management of Identification Data
Restolution shall generate only one set of Identification Data for the customer for the use of the Cloud Service and/or Software. The customer shall manage and be responsible for the Identification Data of its users. The customer is responsible for ensuring that its users store their Identification Data with due care and in secure manner, and that the Identification Data is not disclosed to third parties without proper authorization. The customer shall be liable for all use of the Cloud Service and/or Software conducted with the Identification Data of the customer and its users. If any Identification Data of the customer or its users is lost or comes into the possession of an unauthorised third party, the customer shall immediately change the respective user’s Identification Data. If the customer suspects misuse of its or its user’s Identification Data or the risk thereof, the customer must promptly notify Restolution. Furthermore, the customer shall take immediate action to prevent any unauthorised access to the Cloud Service and/or Software.
8.3 Changing Identification Data at Customer's Request
Restolution may, at the request of the Customer’s designated contact person, change the customer’s Identification Data for a fee, provided that such change is technically feasible and does not cause unreasonable inconvenience to Restolution or any third party.
8.4 Restolution's Right to Change Identification Data
Restolution shall have the right to change Identification Data if:
8.4.1 Required by regulatory authorities or for service-related or other technical reasons. In such case, Restolution shall notify the customer of the change at least two (2) months prior to its implementation; or
8.4.2 Restolution has reasonable grounds to believe that the security of the Cloud Service, Software or the customer necessitates such a change. In this case, Restolution shall notify the customer of changes made as soon as practicable. The primary means of notification shall be the email address provided by the customer.
9 Customer Information and Its Use
9.1 Providing Information
Prior to the implementation of the Cloud Service and/or Software, the customer shall provide Restolution with all information required by Restolution for the provision of the Cloud Service and/or Software and shall verify the accuracy of the recorded information. The customer shall promptly notify Restolution of any changes to this information. The customer remains solely responsible for the accuracy of the information it provides and for ensuring that it has the right to transfer or disclose to Restolution the Customer Material and/or personal data, including customer or end-user data, that it provides to Restolution.
10 Data Protection
The customer acknowledges and agrees that, in order to provide the Could Service, other service, Software and/or Products, Restolution processes data collected directly from the customer or otherwise through the software interface and/or Products or data otherwise generated in connection with the use of the Cloud Service and/or other services or Software. The data being processed includes information relating to the customer’s sales and payment transactions, as well as other information necessary for the provision of the Cloud Service, and/or other services, the delivery or maintenance of Software and/or Products. This may include, for example: (i) information regarding the customer’s customer, such as name, contact details, customer loyalty data, purchase/order history, payment method, personal or business/community ID or other customer identifier (e.g. customer number); (ii) payment transaction data, such as charged amount, time and timestamp, place, payment method, partial card number, account numbers and information about refunds; (iii) purchase transaction data, such as purchased products and services as well as prices, discounts and location of the premises; (iv) information collected regarding end users of the Could Service, such as user, login data and log records; (v) information relating to the customer’s employees or representatives, such as name and employee ID and, as the case may be, other employee-specific information (e.g. number of payment transactions processed by the user and the duration of shifts). The customer acknowledges and agrees that the data described above includes personal data. Where Restolution processes personal data in connection with the Cloud Service, Software, Product and/or other service on behalf of the customer, the customer acts as the controller and Restolution acts as the processor of personal data. The terms of this Section 10 (Data Protection), along with the other provisions of the Agreement apply to such processing of personal data, unless they conflict with the terms of this Section 10.
Unless otherwise required by context, the following words and expressions have the following meanings: (i) “data protection legislation” means applicable data protection or privacy laws and regulations and all decisions, guidelines and orders issued by competent courts or regulatory or supervisory authorities that are binding on a party, including applicable national and EU legislation (as amended from time to time) and may refer to, among others, the Finnish Data Protection Act (1050/2018) and/or the General Data Protection Regulation (as defined below); and (ii) “personal data”, “processing”, “controller”, “processor”, “personal data breach” and “data subject” have the same meaning as in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“General Data Protection Regulation”). Other terms referred to in this Section 10 shall have the meaning given to them in the General Data Protection Regulation, where applicable.
The customer shall ensure that it has a valid legal basis for the processing of personal data in connection with the use of the Cloud Service, other service, Software and/or Products and that such processing is and remains in compliance with all applicable laws and data protection legislation. The customer has the right to provide Restolution with instructions on the processing of personal data. Such instructions must comply with applicable laws, regulations and data protection legislation, and shall become binding on Restolution when Restolution has accepted them in writing. Where compliance with such instructions requires more than minor effort or measures from Restolution that exceed the obligations set forth in the Agreement, Restolution shall be entitled to charge a separate fee for the resulting costs. If Restolution considers that it cannot accept the customer’s instructions, the customer shall have the right to terminate the Agreement with two (2) months’ written notice. The customer shall always be deemed to have instructed Restolution to provide the Cloud Service, Software, Product and/or other service as defined and agreed in the Agreement.
When processing personal data on behalf of the customer in connection with the provision of services, Restolution shall:
(i) process personal data only in accordance with the customer’s documented instructions, unless otherwise required by applicable laws, in which case Restolution shall, where applicable, inform the customer of such requirement before processing; (ii) assist the customer, where possible and taking into account the nature of the processing and the information available to Restolution, through appropriate technical and organisational measures, in responding to data subject requests and in fulfilling the controller’s mandatory obligations under the General Data Protection Regulation regarding security, personal data breach notifications and data protection impact assessments. However, Restolution shall only be obliged to assist to the extent the customer cannot reasonably fulfil such obligations without Restolution’s support; (iii) document its data processing activities and, upon request and to the extent necessary, provides relevant information to the customer to demonstrate Restolution’s compliance with the obligations of this Section 10; (iv) permit and participate in audits conducted by the customer or a reliable third party appointed by the customer (provided such third party is not a direct or indirect competitor of Restolution), to the extent agreed in writing; and (v) ensure that persons authorised to process personal data are bound by appropriate confidentiality obligations, whether by law or by written agreement.
Restolution shall have the right to charge fees for assistance measures requested by the customer under subsections (ii), (iii) and (iv) above, in accordance with its price list in force.
Restolution shall implement and maintain appropriate technical and organisational measures to protect personal data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
If Restolution becomes aware of a personal data breach affecting personal data processed on behalf of the customer, Restolution shall notify the customer of the personal data breach without undue delay. Restolution shall be entitled to engage sub-processors in the processing of personal data. When Restolution outsources tasks related to the processing of personal data, Restolution shall enter into written agreements with each sub-processor imposing on them obligations similar to those imposed on Restolution under this section 10. Should the customer have justified reasons to object to the appointment of a new sub-processor, the customer shall have the right to terminate, with thirty (30) days’ written notice, the part of the Agreement relating to the processing to be performed by the new sub-processor. The customer grants general authorisation for Restolution to engage its subsidiaries, affiliates, partially owned entities, offices, and other group companies as sub-processors when processing personal data.
Restolution may, at its discretion, transfer personal data that it processes for the provision of Cloud Services and/or for the use or maintenance of Software outside the EU or EEA. Any such transfer shall be carried out in accordance with the Agreement and data protection legislation.
Unless applicable laws require otherwise or otherwise agreed in writing between the parties, Restolution shall cease collecting and processing personal data on behalf of the customer after the provision of Cloud Services and/or the use of Software has ended.
The customer acknowledges and agrees that the customer is responsible for ensuring transparency of the processing, including informing data subjects of the processing of their personal data in accordance with the General Data Protection Regulation.
11 Compensation for Costs and Damages
11.1 Liability for Damages
Each Party shall be liable to compensate the other Party for direct damages caused by a breach of contract. The total liability of the Party shall be limited to an amount equivalent to the average monthly invoicing, exclusive of value added tax, for the part of the service subject to the breach, calculated based on the preceding six (6) months prior to the occurrence of the damage. If the Agreement has been in effect for less than six (6) months before the damage occurred, the total liability shall be calculated based on the average monthly invoicing during the effective term of the Agreement. Where a Party is obligated under the Agreement or otherwise due to a breach to pay a contractual penalty, compensation, or other agreed fixed sum, the Party’s liability for damages is limited to the amount of such penalty or fixed sum. In any event, a Party’s total aggregate liability for damages incurred during a calendar year shall be limited to an amount equal to six (6) times the average monthly invoicing amount, excluding value added tax, accrued during that calendar year or, if the Agreement has been in effect for less than a year, during the period the Agreement has been in force.
11.2 Limitations of Liability for Damages
Neither Party shall be liable for indirect or consequential damages, nor for damages which could not reasonably have been foreseen. A Party shall not be liable for damages resulting from matters within the responsibility of the other Party or a third party (such as damages caused by the actions of a customer, user, other telecommunications company, or service provider, or their equipment, data connections, or software), or for damages resulting from circumstances beyond the Party’s control (such as damages resulting from voltage disturbances, lightning, electrical network issues, fire, water damage, or other accidents). In the event of malfunction of a payment terminal or cash register leading to loss of payment card transactions or receipt data stored in its memory, the Party shall not be obligated to compensate for the resulting loss. Neither Party shall be liable for damages arising from the exercise of its rights under this Agreement, including issues caused by temporary interruptions in service provision as referred to in section 6.5. The limitations and exclusions of liability set forth in this Section 11 constitute the Parties’ entire liability for damages.
11.3 Liability Related to Payment Card Data
11.4 Claiming Compensation
11.5 Faults in Customer-Controlled Equipment
11.6 Exceptions
The limitations of liability for damages in sections 11.1, 11.2, and 11.4 shall not apply in respect of damages caused by breaches of sections 4.2, 4.3, 4.4, 5.4, 8.2, and/or 24.1 of the General Terms.
12 Payments and Billing
12.1 Payments for Cloud Services and/or Software
The customer shall pay Restolution the fees specified in the Agreement in accordance with the billing periods defined therein. If no fees are specified in the Agreement, the customer shall pay Restolution for the Cloud Services and/or Software, their use, and any other services in accordance with Restolution’s applicable price list.
12.2 Payments for Products
The customer shall pay Restolution the fees for Products as specified in the Agreement. Where no fees are specified in the Agreement, the customer shall pay Restolution for the Product in accordance with Restolution’s applicable price list. Products shall be invoiced at the time of delivery.
12.3 Payment Due Dates
The payment term shall be fourteen (14) days net. Payments must be made no later than the due date indicated on the invoice. If the customer exceeds the agreed credit limit or if payments accumulate unusually during the billing period, Restolution may send an invoice to the customer deviating from the normal billing cycle. Restolution has the right to charge reminder and collection fees, as well as handling fees, in addition to the applicable annual interest for late payment in accordance with the current Finnish Interest Act (633/1982) from the due date of the invoice. If the customer fails to pay overdue invoices despite reminders, all other outstanding amounts for the service will become immediately due and payable.
12.4 Advance Payment or Security
Restolution reserves the right to check the customer’s credit information and to require an advance payment or security agreed upon if Restolution deems it necessary to secure its receivables due to the customer’s credit information, payment behaviour, or other justified grounds. No interest shall accrue on, or be payable by Restolution in respect of, any advance payments or securities. Restolution shall be entitled to offset overdue receivables, including late payment interest and collection fees, from the security or advance payment.
12.5 Invoice Disputes
12.6 Basic Fee
Restolution shall be entitled to charge a fixed, time-based basic fee in accordance with the price list or the Agreement independently following the delivery of each Product, Software, Cloud Service, or other service part. The basic fee shall be invoiced in advance for each billing period and shall remain payable even during periods in which the Cloud Service or other service is suspended and the Software and/or Product (such as payment terminal or cash register) is not used. If the service agreement ends during the billing period, the basic fee shall be charged for the entire billing period and shall not be refunded.
12.7 Invoice Breakdown
At the customer’s request, Restolution shall provide a breakdown of the invoiced charges to the extent technically and legally feasible. If the customer requires grouping that necessitates repeated manual work, Restolution has the right to charge a fee for the breakdown in accordance with the applicable price list.
12.8 Invoice Format
To the extent reasonably possible, invoices issued by Restolution shall be delivered to the customer in electronic invoice format (Finvoice or Peppol). Other invoice formats and any associated costs shall be agreed upon separately on a case-by-case basis.
12.9 Price List Changes
Restolution reserves the right to modify its price lists and fees charged for the use of Cloud Services, Software, and/or Products. Restolution may increase its prices annually by up to five percent (5%). For clarity, such price increases also apply to fixed-term Agreements. The customer will be notified of fee increases in writing, sent to the most recent email address provided by the customer.
12.10 Delay
If the customer fails to pay Restolution, on the due date, any fee or portion thereof that is payable under the Agreement, Restolution shall be entitled to charge applicable annual interest for late payment on the unpaid amount in accordance with the current Finnish Interest Act (633/1982), from the due date until full payment is received.
13 Suspension of the Service
13.1 Customer's Right to Request Suspension of Cloud Service
13.2 Restolution's Right to Suspend the Service
Restolution shall have the right to suspend all services provided to the customer (including, without limitation, the Cloud Service) in any of the following circumstances:
– the customer fails to pay Restolution’s overdue receivable despite
reminders;
– the customer has provided incorrect information during service
onboarding;
– the customer exceeds the credit limit agreed upon separately;
– the customer fails to provide the advance payment or security as
required under section 12.4 within one (1) week of Restolution’s
request;
– the customer has applied for or been subjected to liquidation,
restructuring, or bankruptcy proceedings;
– the customer has ceased payments, applied for public summons for
creditors, or has otherwise been declared insolvent;
– the customer is subject to enforcement actions;
– the customer has caused disturbances to Restolution’s services or
other users or continues to use faulty devices or software despite
reminders;
– the customer fails to fulfil contractual obligations despite reminders
or materially breaches contractual obligations;
– the customer has ceased to exist according to trade register entries or other applicable official register; or
– the customer cannot be reached in order to resolve an issue related to this Agreement.
If the customer submits a written dispute regarding an invoice to Restolution in accordance with section 12.5 and pays the undisputed portion of the invoice, Restolution will not suspend the service due to non- payment of the disputed portion during the dispute inspection and for two (2) weeks thereafter.
14 Termination of Agreement
14.1 Termination of Agreement Without Specific Reason
14.2 Customer's Right to Terminate the Agreement
The customer shall have the right to terminate the Agreement if the Cloud Service, Software, and/or Product materially deviates from what was agreed upon, and Restolution fails to correct the deficiency or redeliver within a reasonable time after the customer’s written notice, or if the delivery of the service is unreasonably delayed due to Restolution’s negligence. The customer’s right to terminate shall be limited to the defective or delayed part of the Cloud Service and/or Product delivery.
14.3 Restolution's Right to Terminate the Agreement
Restolution may terminate the Agreement in whole or in part if;
– the Cloud Service has been suspended at the customer’s request for
over a year,
– the Cloud Service has been suspended for one (1) month due to
reasons specified in section 13.2, or
– the customer has materially breached its contractual obligations and
fails to remedy the breach within fourteen (14) days of Restolution’s written notice.
14.4 Termination Notices
14.5 Discontinuation of Service Provision
Restolution reserves the right to discontinue the provision of the Cloud Service, any other service, or related functionalities for a justified reason. In such case, Restolution shall be entitled to terminate the Agreement concerning the discontinued Cloud Service, other service, or functionality by notifying the customer reasonably in advance. Restolution also has a similar right regarding Software, Products, and their parts and components.
14.6 Extended device cover (basic cover)
The basic cover is an add-on service purchased for cash registers, which covers the cash register device, the customer display, the receipt printer and the till.
The service covers the following cash register issues:
− Free-of-charge spare parts in case of faults caused by normal wear and tear
− Maintenance working hours on the Client’s premises during office hours; only the travel expenses are subject to a fee in accordance with the actual expenses
− Remote troubleshooting of sales-preventing issues outside normal office hours (weekdays from 5 pm to midnight and weekends and mid-week holidays from 9 am to midnight)
14.6 Surviving Provisions
Sections 10, 24.1, 24.2, and 24.6 of these General Terms, along with any other provisions that by their nature or express wording are intended to survive the termination, expiration or assignment of the Agreement, shall remain in effect notwithstanding such termination, expiration, or assignment.
14.7 Restolution's Assistance Obligation Upon Termination of Agreement
Sections 14.7.1 – 14.7.6 shall apply upon termination of the Agreement concerning the use of the Cloud Service on or after 12 September 2025. 14.7.1 If, upon the termination of the Agreement concerning the Cloud Service, the customer wishes to receive support from Restolution for transferring the Customer Material and/or customer-specific data generated during the use of the Cloud Service to another service provider’s system or to an information and communications technology infrastructure located on the customer’s own premises, the customer shall submit a written request to Restolution regarding this during the notice period of the Agreement.
14.7.2 If the customer has made a request under section 14.7.1, a transition period applies, with a duration of 30 calendar days or another period, up to seven (7) months, as notified by Restolution to the customer (“Transition Period”). If the Transition Period is longer than thirty (30)
days, Restolution will notify the customer within fourteen (14) days of the request under section 14.7.1 and explain why a 30-day transition period is not technically feasible. The Agreement concerning the use of the Cloud Service shall remain in effect during the Transition Period.
14.7.3 During the Transition Period, Restolution shall:
i. provide reasonable assistance to the customer and its authorised
third parties in the transition process, such as assisting in extracting
the data to be transferred into a machine-readable format;
ii. act with due diligence to maintain operational continuity and
continues to provide the Cloud Service under the Agreement;
iii. inform the customer of any known risks to the continuity of the Cloud
Service;
iv. ensure that the Cloud Service maintains a high level of security in
accordance with the Agreement during the Transition Period; and v. support the customer’s exit strategy concerning the Cloud Service.
14.7.4 The customer shall pay Restolution the fee in accordance with the Agreement for the use of the Cloud Service throughout the Transition Period. Additionally, the customer shall pay Restolution transition fees in accordance with Restolution’s current price list, covering the costs incurred by Restolution in the transition process.
14.7.5 Restolution will notify the customer of the effective termination of the Agreement (i) when the transition process has been successfully completed, or (ii) if the customer has not made a request to Restolution under section 14.7.1, upon the expiration of the notice period of the Agreement.
14.7.6 After the Transition Period, Restolution shall retain the customer’s data and customer-specific data generated during the use of the Cloud Service for retrieval for 30 calendar days.
14.7.7 Restolution will delete the customer’s data and customer-specific data generated during the use of the Cloud Service (i) upon the expiration of the retrieval period defined in section 14.7.6; or (ii) if the customer has not made a request to Restolution under section 14.7.1, upon the expiration of the Agreement’s notice period. The deletion obligation does not apply to data from which the customer cannot be identified and which Restolution has the right to use under section 4.5 of these General Terms. The deletion obligation also does not apply to data that Restolution has committed to retain on behalf of the customer for a separate fee.
15 Special Conditions for Products Sold to the Customer
15.1 Ownership
Ownership of the Product shall transfer to the customer once the customer has paid full payment of the purchase price to Restolution.
15.2 Services Related to the Product
Where the customer purchases a Product that includes software produced by Restolution or its subcontractor, a maintenance and service agreement must be ordered in connection with it. Restolution shall charge for the service in advance, commencing from the month of implementation (see section 12.6).
The service covers the following:
– The latest software updates, if supported by the Product;
– The right to use Restolution’s support services;
– Preservation of specification data that may be stored in the Product;
and
– Transmission of payment card data from payment terminals to the
entity designated by the customer to receive the payment card data.
15.3 Operating System in the Product
The license for the Windows, Linux, or Android operating system possibly incorporated in the Product shall transfer to the customer along with the Product. Restolution shall not be responsible for the operating system updates of the Products purchased by the customer, their costs, or the costs of resolving any detects or malfunctions caused by them. Restolution shall further not be liable if the manufacturer of the operating system in the customer’s Product announces the end of support for the operating system or if a new version of the operating system is not compatible with the customer’s Product.
15.4 Warranty
A new payment terminal and cash register have a twelve (12) month material and manufacturing warranty from the date of delivery. All other new Products have a corresponding warranty of six (6) months. All used Products have a warranty of three (3) months. If Restolution’s device maintenance finds that the device malfunction is caused by, for example, an accident, an external person, fire, faults or disturbances caused by air conditioning, electricity, or lightning, water damage, or other such reasons, or altered operating conditions, or improper use of the Product or using supplies contrary to instructions (e.g., receipt paper), the maintenance costs of the Product will be charged to the customer. The warranty for portable Products, such as printers and similar Products, requires the use of supplies approved or recommended by Restolution, such as batteries, printing paper, or ink ribbons. Restolution’s liability for defects and faults in the Product is limited to the repair and replacement obligation defined in this section 15.4.
15.5 Warranty and Other Maintenance Work
Warranty and other maintenance work is ordinarily performed on business days during regular working hours (9–17) at Restolution’s premises. The customer shall bear the delivery costs for transporting the defective Product to and from maintenance location, regardless of whether the fault is covered by warranty. Restolution strives to perform maintenance actions within a reasonable time. Restolution reserves the right to replace a defective Product or component under warranty with a functioning substitute product or component with equivalent features and condition. The warranty repair does not extend the warranty period of the Product. The warranty period of any replacement product or component shall expire at the same time as the warranty of the original Product. Products and components replaced under warranty remain with Restolution, and their ownership transfers to Restolution. The customer shall include a description of the defect and the return address with any Product sent for maintenance. If the described defect cannot be verified, the Product shall be returned to the customer, and one (1) hour labour charge shall apply to cover the unnecessary inspection and handling. If the customer requests that warranty maintenance is be performed at the customer’s premises, labour hours and travel expenses shall be invoiced in accordance with Restolution’s current maintenance price list. All repair work performed outside regular working hours on business days shall be invoiced overtime in accordance with the current maintenance price list. Maintenance services performed after the warranty period shall be subject to labour and travel charges in accordance with Restolution’s current maintenance price list.
15.6 Extended Device Protection (Basic Protection)
Basic Protection is an additional service purchased separately for the cash register, covering the cash register device, customer display, receipt printer, and cash drawer.
The service includes the following related to the cash register:
– Spare parts free of charge when the fault is due to normal wear and tear
– Maintenance labour hours on weekdays during business hours at the customer’s premises, only travel expenses are charged as incurred
– Remote troubleshooting of issues that prevents sales, available outside business hours (weekdays 17–24 and weekends and holidays 9–24)
16 Special Conditions for Products Rented to the Customer
16.1 Product Malfunction and Maintenance
If a Product malfunctions, the customer shall be responsible for delivering the faulty Product to the maintenance location designated by Restolution. The customer shall bear the costs of delivery of the Product to and from maintenance. The customer shall include a description of the defect and the return address with any Product sent for maintenance. Restolution shall repair or replace the Product with a substitute product of equivalent condition within five (5) business days (Monday-Friday) thereafter. If Restolution’s maintenance service finds that the defect in the Product is caused by, for example, an accident, an external person, fire, faults or disturbances caused by air conditioning, electricity, or lightning, water damage, or other such reasons, or changed operating conditions, or improper use of the Product or using supplies contrary to instructions (e.g., receipt paper), the maintenance costs of the Product will be charged to the customer. Restolution’s liability for defects and faults in the Product is limited to the repair and replacement obligation defined in this section 16.1.
16.2 Maintenance Costs
Following the initial fixed-term contract period, and in any case no later than after thirty-six (36) months, the customer is responsible for the maintenance costs of the rented Products. If the customer requests that the maintenance is performed at the customer’s premises, Restolution will charge the customer for labour hours and travel expenses in accordance with the current price list as incurred. All repair work
performed outside business hours shall always be charged as overtime in accordance with Restolution’s current price list.
16.3 Extended Device Protection (Basic Protection)
Basic Protection is an additional service purchased separately for the cash register, covering the cash register device, customer display, receipt printer, and cash drawer.
The service covers the following related to the cash register:
– Maintenance labour hours on weekdays during business hours at the customer’s premises, only travel expenses are charged as incurred
– Remote troubleshooting of issues that prevents sales, available outside business hours (weekdays 17–24 and weekends and holidays 9–24)
16.4 Product Replacement During the Fixed-Term Contract Period
If, during the contract period, the Product model fails to meet the security requirements or standards set by card companies or public authorities, Restolution shall have the right to require the customer to replace the Products in use with a substitute model. Restolution shall notify the customer of the need for replacement once it has become aware of the issue. The customer must replace the Products no later than six (6) months of receiving such notification. The customer shall bear all costs related to the replacement of the Product and the return of the replaced Products.
16.5 Product Return Upon Termination of the Agreement and in Case of Customer Insolvency
Where Restolution rents a Product to the customer as part of a monthly subscription service, ownership of the Product shall remain with Restolution or its subcontractor. The Customer shall have no right to transfer, encumber, or affix the Product to other property, or otherwise dispose of it as if holding ownership. Upon termination of the Agreement concerning the use of the Product, the Customer must return the Product to Restolution at the Customer’s expense no later than two (2) weeks after the Agreement ends. If the customer has been filed for bankruptcy or has otherwise been declared insolvent, the customer must immediately return the Product to Restolution at the customer’s expense. If the Product is not returned within the specified period and no new agreement has been concluded, Restolution shall have the right to invoice the customer, and the customer is obliged to pay Restolution an amount equivalent to the current purchase price of the Product. The customer is responsible for sending the transactions in the payment terminals and taking reports and control tapes from the cash registers before returning the Product to Restolution.
17 Special Terms for Short-Term Rental Services
The sections 17.1–17.2 apply to short-term rental services lasting less than six (6) months.
17.1 Return of Rented Products
When Restolution delivers a Product to the customer under rental arrangement, the ownership of the Product remains with Restolution or its subcontractor. The Customer shall have no right to transfer, encumber, or affix the Product to other property, or otherwise dispose of it as if holding ownership. The customer must return the Products to Restolution at customer’s expense no later than three (3) business days after the agreed short-term rental service has ended. If the return of the Product is delayed beyond the aforementioned period, Restolution shall have the right to invoice the customer for the rental service in accordance with the price list until all Products are returned. If the Product is not returned within two (2) weeks after the expiry or termination of the original Agreement and no new agreement has been concluded, Restolution shall be entitled to invoice the customer an amount equivalent to the purchase price of the Product. The customer is responsible for sending transactions from payment terminals and taking reports and control tapes from the cash registers before returning the Product to Restolution.
17.2 Damaged Products
If Restolution discovers that a rented Product is damaged and the damage has been caused, for example, by an accident, fire, defects or disturbances caused by air conditioning, electricity, or lightning, water damage, or other similar reasons, or by misuse of the Product, Restolution will charge the customer for the maintenance costs of the Product.
18 Special Terms for Restolution Reporting Services
18.1 Responsibilities Related to Card Data Processing
The customer shall be primarily responsible for investigating any issues detected in the reporting service provided by Restolution and its subcontractors. If the handling of a support request reveals that the issue falls within the responsibility of Restolution or its subcontractor, the customer shall be informed accordingly. If the customer wishes Restolution to automatically respond to issues related to financial transactions, this must be agreed upon separately.
18.2 Investigation of Financial Transaction Issues
Restolution shall be entitled to invoice the customer in accordance with the current price list for investigating financial transaction issues that are not attributable to Restolution. Restolution shall not be responsible for costs incurred due to delays in investigations for which the customer is responsible.
18.3 Transmission of Card Transactions
Restolution shall have the right to choose the technical solutions through which transaction data is transmitted to the card transaction processors chosen by the customer.
18.4 Services Related to Cash Register System Reporting
18.5. User Credentials for Reporting Services
19 Special Terms for Cash Register Interface
19.1 Customer Responsibilities in Payment Terminal Integration
The customer shall be responsible for the telecommunications between the payment terminal and the cash register if it is implemented using the customer’s local network or the customer’s wireless local network.
19.2 Restolution's Responsibilities in Payment Terminal Integration
Restolution shall be responsible solely for the interface between the payment terminals supplied by Restolution and the cash register, as well as the functionality of said interface. Restolution shall ensure that the interface is updated to comply with the terms of the Agreement between the customer and Restolution and the security requirements referred to in section 5. If the cash register interface needs to be updated for the aforementioned reasons, Restolution is not liable for any indirect costs incurred by the customer due to the interface update. The customer shall bear any costs related to changing the payment terminal.
20 Special Terms for Restolution Financial Management Integration
20.1 Financial Management Interface Data
21 Training and Consulting Services
21.1 Cancellation of Training or Consulting Service Appointment
A scheduled training or consulting session must be cancelled no later than two (2) business days prior to the agreed date. Restolution shall have the right to charge the customer half of the agreed training fee if the customer cancels the session without a valid reason and fails to meet the aforementioned cancellation deadline.
21.2 Presentation Equipment Used in Training and Consulting
Each training or consulting session shall be conducted centrally using either the customer’s or the trainer’s computer. Restolution shall not provide individual equipment for each participant in the session. If the session is held at the customer’s premises, the customer must ensure that the necessary equipment for presenting the interface to the participants is available.
21.3 Training Costs
22 Special Terms for E-commerce Service
22.1 Products and Services Sold by the Customer in the Online Store
The customer shall be responsible for the products and services offered to its end customers through Restolution’s e-commerce service. The customer shall ensure that the products and services offered comply with good practice as well as all applicable laws and regulations. Under no circumstances shall Restolution be liable for debts, liabilities and/or other obligations arising in connection with the products or services sold by the customer in the online store to its suppliers, subcontractors, and/or end customers. Restolution shall not be obliged to provide any customer service to the end customers other than that related to the payment transactions completed via the online store.
22.2 Payment Methods in the E-commerce Service
22.3 Transparency of the Customer's Online Store
The customer’s website must include at least the following information: a) The customer’s name, registration number/business ID, and address
(including country);
b) Customer service or other relevant email address and phone number; c) Description of the products and services offered by the customer
(including prices, taxes, and fees);
d) General terms and conditions (including terms related to the
Cardholder’s right of cancellation, delivery, and payment) and
delivery costs;
e) A “click to accept” button or other confirmation mechanism on the
website, requiring the Cardholder to accept the general terms (including but not limited to terms governing the cancellation of products or services and the return of products);
f) A privacy policy or other similar notice to inform data subjects about the processing of personal data in accordance with data protection legislation related to the e-commerce service and other associated personal data processing by the customer, including, but not limited to, practices relating to cookies and other tracking technologies in accordance with applicable laws, as well as cookie notices (cookie banners) required by data protection legislation and e-privacy regulations, and lawful methods for obtaining consent from the website visitors for processing in connection with the use of such technologies;
g) The option for customers to pay by card must be clearly indicated; h) The trademarks of the Payment Cards accepted by the customer must be clearly displayed. The trademarks must also be visible where
the Cardholder selects a payment method;
i) Currency of the transaction (e.g., EUR, NOK, SEK, DKK); and j) Any applicable export restrictions.
23 Special Terms for RestoPay Payment Solution
23.1 Agreement with Payment Service Provider
23.1.1 In connection with the RestoPay Payment Solution, the Payment Service Provider offers the customer a card payment settlement service. The customer must enter into a separate agreement with the Payment Service Provider designated by Restolution for such card payment services. If the Payment Service Provider (or the customer) changes the agreement between the customer and the Payment Service Provider, including but not limited to unilateral changes by the Payment Service Provider to the content, scope, or applicable terms of the services defined in the agreement, and/or if a Card Association, financial institution or or other relevant entity imposes a change affecting such agreement, Restolution shall have the right, at its sole discretion, to amend the terms of the Agreement, including the price list, to accommodate such changes and/or to align the Agreement with the change. For clarity, if the agreement between the Payment Service Provider and the customer is terminated, dissolved, expires, or is suspended for any reason, Restolution has the corresponding right to terminate this Agreement or to discontinue or suspend the provision of RestoPay Payment Solution, Cloud Services, and other services that can no longer be reasonably provided to the customer as a result.
23.1.2 Where Restolution is entitled under these General Terms to instruct the Payment Service Provider, the customer hereby agrees and confirms that the Payment Service Provider has the right to act in accordance with Restolution’s instructions in such circumstances.
23.2 Permitted Products and Services
Under this Agreement, the customer may accept payment transactions solely for those products or services which the customer has notified to and received approval for from Restolution. The customer shall be responsible for ensuring that the customer’s sales and payment transactions are carried out in compliance with all applicable national and international laws, regulations and the contractual obligations binding on the customer, including ensuring that the products and services offered by the customer are permitted under applicable law and the agreement between the customer and its Payment Service Provider.
23.3 Restolution's Responsibility for RestoPay Payment Solution
Restolution shall bear no responsibility whatsoever for the provision, functionality, content, or operation of the card payment service offered by the Payment Service Provider, including payments processed via such service or any issues relating to execution, non-execution, denial, or cancellation thereof.. Furthermore, Restolution shall not be liable for any other matters, damages, or losses arising from or related to the card payment service or any matter outside the scope of the RestoPay Payment Solution. Restolution’s liability shall be limited solely to the service directly provided by Restolution to the customer, which facilitates the transmission of payment transaction data for settlement through the Payment Service Provider’s card payment service. For clarity, Restolution’s liability for the RestoPay Payment Solution is subject to the limitation of liability provisions set out in this Agreement.
23.4 Customer's Obligations and Responsibilities
The customer shall promptly notify Restolution and the Payment Service Provider of any unauthorized or suspected unauthorized use of the customer’s systems involving card data, or any compromise or suspected compromise of card data confidentiality. Restolution shall have the right, but not the obligation, to notify the Payment Service Provider of such matter. The customer shall be liable for any claims and costs that may be imposed on Restolution by Card Associations, the Payment Service Provider, Cardholders, or other third parties as a result of breaches or suspected breaches relating to card data in the customer’s or the customer’s subcontractor’s systems, or for any other issue attributable to the customer or its subcontractor. The customer shall also bear all losses, costs, and damages incurred by Restolution in connection with payment card fraud and the investigation of a breach or suspected breach. The customer is solely responsible for all claims and complaints brought by Cardholders in relation to the customer’s products or services (including receipt and handling of claims and complaints). Such claims and complaints shall be resolved directly between the customer and the Cardholder, without the involvement of Restolution. The Payment Service Provider shall be responsible for the provision of card payment service to the customer and for receiving and handling related customer claims. Such claims shall be resolved directly between the customer and the Payment Service Provider, without the involvement of Restolution. If Restolution receives notification of a claim or complaint regarding a Card Payment, Restolution shall have the right, but not the obligation, to discuss the matter with the Payment Service Provider. Depending on the circumstances, such a transaction may be charged in full to the Cardholder or deducted from the settlement payable to the customer. If the customer’s account funds or revenue are insufficient to cover the amount in question, Restolution shall have the right to invoice the customer. If Restolution requests the customer to provide documents related to a disputed Card Payment, the customer must provide Restolution with the documents related to the Card Payment by the deadline specified in the request. If the customer fails to do so, the Payment Service Provider may accept the chargeback and deduct or offset the disputed amount from the customer’s account. Neither Restolution nor the Payment Service Provider shall be obliged to provide the customer with documentation relating to the Cardholder’s dispute of the payment transaction.
23.5 Risk Assessment
Restolution shall have the right to conduct a risk assessment of the customer at any time. This assessment may include obtaining credit information about the customer, its owners, board members, management, and authorized signatories, as well as reviewing financial statements and other relevant information to assess the customer’s creditworthiness, risk profile, and/or compliance. This may also include documentation concerning licenses and revenue associated with advance payments. As part of such risk assessment, Restolution may identify and verify the identity of customer and its beneficial owners. The customer shall cooperate with Restolution and provide all information and documentation needed for the purposes of risk assessment, identification, and verification. The customer must ensure that its owners, board members, management, authorized signatories, and other relevant persons are informed that their data may be processed in connection with such assessments. If, based on the risk assessment or a change in the customer’s operations (e.g., using the RestoPay Payment Solution for advance payments or the cessation of Card Payments without notice), Restolution deems it necessary, it has the right to immediately:
a) require a bank guarantee or other security for the customer’s obligations to Restolution;
b) instruct the Payment Service Provider to withhold the customer’s settlement amounts in whole or in part in order to establish the security referred to in section a);
c) instruct the Payment Service Provider to extend the settlement period in respect of the customer’s revenue in full or in part; and/or
d) amend the Agreement or terminate it in accordance with its termination provisions.
Restolution shall also be entitled to take the measures listed in subsections a) – d) above if the customer’s activities are illegal or deviate from the revenue, use of devices, sold products and services, or advance payments reported to Restolution in the Agreement. Restolution shall notify the customer of such measures in advance or, where prior notice is not reasonably possible, as soon as practicable after the measures have been taken. At the same time, Restolution shall inform the customer of the security amount it may define and the principles according to which the security amount is increased, and the security is settled to the customer.
23.6 Transmission of Payment Transactions for Settlement
All payment transactions are transmitted for settlement by the Payment Service Provider through the RestoPay Payment Solution. The customer undertakes to reconcile the payment terminals and the RestoPay Payment Solution daily if payment transactions have been made. Restolution assumes no responsibility for the accuracy of the payment transaction data.
23.7 Credit for Payment Transactions
The customer may credit the Cardholder for a payment transaction only by fully or partially reversing the previous Card Payment, for example, if the customer returns a purchased product. The credit transaction must be identifiably linked to the original payment transaction unless the Parties have expressly agreed otherwise. Credits for purchases made with Payment Cards (previously accepted Card Payments) must always be credited to the Payment Card used in the purchase. The amount credited to the Cardholder must not exceed the total amount of the payment transaction. Restolution instructs the Payment Service Provider to deduct the total amount of the credit, and all other costs related to processing the credit from future settlements made to the customer or invoice the credits from the customer. Transaction fees charged or to be charged to the customer by Restolution for previously credited payment transactions shall not be refunded or credited to the customer. If the customer experiences an unusually high number of returns, Restolution reserves the right to suspend the customer’s RestoPay Payment Solution. For clarity, if the customer nevertheless makes an unreferenced credit (i.e., the credit transaction cannot be linked to the original payment transaction), Restolution shall bear no responsibility for such credit. The customer shall be liable for any damages and costs incurred by the customer, Restolution, or a third party as a result of an unreferenced credit.
23.8 Cancellation of Card Payment
The customer must cancel any incorrectly executed payment transactions if possible. If cancellation is not feasible, the customer must initiate a credit for the payment transaction. If neither option is possible, the customer shall contact Restolution for further guidance.
23.9 Settlements
23.9.1 Settlements are made only on official banking days. Public holidays may cause delays in the settlement process.
23.9.2 If an authority, court, or applicable regulation requires the Payment Service Provider, another third party, or Restolution to remit all or a part of the customer’s revenue to an authority or third party, the customer agrees that the Payment Service Provider, such other third party, and/or Restolution may comply with such a requirement without prior notice. 23.9.3 The customer shall ensure that it has received the settlement payments, check the settlements received, and report any errors in writing within one (1) month from the date of the erroneous settlement or the date when the settlement should have occurred.
23.9.4 The customer shall bear all costs and fees associated with payment transactions. The customer acknowledges and accepts that such costs and fees may be deducted from settlement payments made to the customer’s account.
23.9.5 Restolution shall have the right to instruct the Payment Service Provider to deduct fees charged for the RestoPay Payment Solution from the settlement amounts payable to the customer. If the customer has failed to pay undisputed fees to Restolution for other products or services delivered under the Agreement despite repeated reminders, Restolution shall also have the right to instruct the Payment Service Provider to deduct such overdue fees from the settlement made to the customer.
23.9.6 The customer shall ensure that all costs and fees are charged in accordance with the pricing agreed in the Agreement. Any complaints regarding such charges must be submitted in writing to Restolution within one (1) month from the agreed payment date. Failure to submit a timely complaint shall result in the forfeiture of the customer’s right to claim a refund, unless the error results from Restolution’s gross negligence or wilful misconduct.
23.9.7 Restolution shall instruct the Payment Service Provider to transfer the amount to be settled directly to the customer’s bank account as specified in the Order Document. At Restolution’s request, the customer shall provide Restolution with the documents requested by Restolution to demonstrate that the bank account belongs to the customer. Restolution shall provide the customer with a settlement report detailing the settled amounts and settlement dates.
23.9.8 If the customer receives a payment to which it is not entitled (regardless of whether the error is attributable to Restolution), the customer must immediately return such payment to Restolution. If the customer has been charged a lower fee or cost than agreed or Restolution has not been able to charge fees or costs in accordance with the Agreement, Restolution retains the right to charge or invoice the applicable amounts retroactively. This right survives termination of the Agreement.
23.10 Monitoring and Misuse
Restolution may independently or jointly with the Payment Service Provider monitor the customer’s payment transactions. If such monitoring reveals significant deviations from the customer’s typical business activity or industry norms, or if Restolution or the Payment Service Provider suspects misuse of Payment Cards in the customer’s service for any other reason, or if reported misuse exceeds the levels deemed acceptable by Restolution or the Payment Service Provider, the matter shall be discussed with the customer. In such circumstances, Restolution shall have the right to immediately amend the settlement terms, withhold settlement, suspend the receipt of payment transactions, or terminate the Agreement. Restolution shall also have the right to instruct the Payment Service Provider to cancel payment transactions confirmed by the card issuer as misuse if the customer has not delivered the products or services.
23.11 Changes to Prices and Agreement
23.11.1 If the customer’s projected revenue deviates from actual revenue, Restolution shall have the right to adjust the customer’s pricing without prior notice.
23.11.2 If the purchasing behaviour of the customer’s end customers differs from the original notification, Restolution shall have the right to adjust the customer’s pricing without prior notice.
23.11.3 The customer shall notify Restolution in advance of significant changes to its business operations, including expansion into future reservations, gift cards, ticket sales, memberships, or rental of premises or equipment. Restolution shall have the right to revise pricing due to such changes.
23.11.4 If the customer has received payment terminals free of charge and fails to meet the agreed minimum revenue level, Restolution shall have the right to charge a monthly minimum fee per payment terminal without prior notice.
23.12 Changes to Transfer and Card Association Fees
If transfer or Card Association fees applicable to payment transactions made with Payment Cards increase and/or new fees are imposed on Restolution that were not applicable at the time of entering into this Agreement, Restolution may, at its reasonable discretion and without notice, adjust the fees charged to the customer or introduce new corresponding fees. The customer shall not be entitled to terminate the Agreement due to such changes or introductions.
23.13 Other Amendments
Restolution may amend the Agreement, including applicable pricing, by notifying the customer in writing thirty (30) days in advance. Such notification may be given by email. A shorter notice period is possible if the change is due to regulatory requirements or Card Association instructions. The customer must provide an email address to which notifications regarding the amendments can be sent. The customer is responsible for ensuring that the email address is up to date.
23.14 Transfer of Card Payments
The customer shall not have the right to transfer or assign Card Payments received under this Agreement to any third party.
23.15 Termination of Agreement
23.15.1 Restolution shall have the right to terminate the Agreement with immediate effect or to amend the terms of the Agreement concerning one or more types of Payment Cards if:
a) At the time of entering into the Agreement, the customer provided
inaccurate or incomplete information regarding itself or its business
sector;
b) The customer has failed to notify Restolution of any changes in
accordance with clause 23.11 (Changes to Prices and Agreement);
c) The customer materially breaches the Agreement, e.g., if the
customer does not comply with security requirements;
d) The customer fails to remedy a breach of contract within the
timeframe specified in writing by Restolution;
e) The number of disputed payment transactions involving the
customer is disproportionately high;
f) The number of credit transactions received from the customer is
disproportionately high;
g) The customer does not respond to Restolution’s request for
information or take necessary precautions in the event of suspected
misuse;
h) The customer’s risk assessment is not satisfactory to Restolution;
i) The customer is subject to collection actions or is added to a credit
default register;
j) Restolution assesses that the risk related to the customer’s advance
payments is excessive or deviates significantly from what was agreed
at the time of entering into the Agreement;
k) The Payment Service Provider or one or more Card Associations
requires Restolution to amend the Agreement, suspend the provision
of services, or terminate the Agreement;
l) Restolution considers that the customer’s activities or actions
damage or may damage the public image or reputation of
Restolution, the Payment Service Provider and/or Card Associations; m) There is a change in the customer’s control or ownership, or there is
a change of more than 25% in the customer’s shareholding;
n) It is necessary to ensure that Restolution, Restolution’s group companies, and Restolution’s partners comply with sanctions regulations and/or if the customer’s owners or other persons related to the customer are on OFAC’s SDN list, the EU sanctions list (restrictive measures), EEA countries’ sanctions list, the UK sanctions
list (HMT), or the Swiss sanctions list;
o) The customer does not provide Restolution with the documents or
information required based on section 23.4 (Customer’s Obligations
and Responsibilities);
p) The customer does not comply with section 23.18 (Sanctions
Regulations);
q) The customer does not comply with section 23.19 (Anti-Bribery);
r) If the customer has not received Card Payments under this
Agreement for six (6) months, in which case Restolution may also charge overdue fees and compensation for breach of the termination period according to section 23.16 (Fees Charged After Termination);
s) The customer is placed in liquidation or bankruptcy or otherwise ceases its business operations; or
t) The customer is declared insolvent, applies for or is sought for corporate restructuring or bankruptcy, unless the estate declares that it will assume responsibility for the Agreement. At Restolution’s request, the estate must decide within twenty-four (24) hours whether it wishes to assume responsibility for the Agreement.
23.15.2 For clarity, in the event that illegal, criminal, or otherwise inappropriate activity is detected in the customer’s operations, Restolution shall always have the right to immediately suspend the RestoPay Payment Solution and terminate the Agreement without prior notice.
23.15.3 Upon termination of the Agreement, Restolution shall be entitled to revoke the customer’s access to Restolution’s Cloud Service without prior notice.
23.15.4 Upon termination of the Agreement, its terms will continue to apply to payments due at the time of termination, as well as claims arising from events occurring prior to the termination of the Agreement.
23.15.5 Upon termination of the Agreement for any reason, Restolution may require a bank guarantee or other security and/or instruct the Payment Service Provider to withhold an appropriate portion of the settlement amount to cover claims presented by card issuers/Cardholders. Restolution shall determine the amount of such bank guarantee or other security. Restolution may instruct the Payment Service Provider to withhold settlement of payment transactions until the bank guarantee or other security is provided.
23.15.6 If the customer applies for or is sought for bankruptcy or corporate restructuring, Restolution may instruct the Payment Service Provider to withhold settlement of payment transactions until the estate has formally assumed the Agreement and/or until a bank guarantee or guarantee or other security has been provided in favour of Restolution.
23.16 Fees Charged After Termination
Restolution may charge the customer the fee specified in the price list for breach of the termination period if:
a) The customer breaches the termination period of the Agreement or
terminates the Agreement during the fixed contract term;
b) Restolution has not received payment transactions from the
customer under the Agreement for six (6) months; or
c) The number or value of Card Payments under the Agreement falls below 30% of the average monthly volume or the average over the previous three quarters in a given quarter, unless the customer provides Restolution with an explanation demonstrating that the
number or value has decreased for a reasonable business reason.
23.17 Data Protection
The customer acknowledges and agrees that Restolution discloses customer data (including personal data of the customer’s representatives) to the Payment Service Provider, which the Payment Service Provider processes to implement the agreement between the customer and the Payment Service Provider, and between Restolution and the Payment Service Provider.
23.18 Sanctions Regulations
The customer agrees that payment transactions related to the RestoPay Payment Solution may be subject to sanctions regulations. The customer shall comply with all applicable sanctions regulations and shall not send, purchase, acquire, import, export, receive, deliver, or use the RestoPay Payment Solution in violation thereof.
23.19 Anti-Bribery
24 Other Terms
24.1 Duty of Confidentiality
Each Party agrees to keep confidential any materials and information received from the other Party that are marked as confidential or are to be understood as confidential based on their nature and shall refrain from using such material for any purpose other than those specified in the Agreement. This duty of confidentiality shall not apply to materials or information that: (i) are publicly available or otherwise in the public domain; (ii) have been received by the receiving Party from a third party without a duty of confidentiality; (iii) were in the possession of the receiving Party without a duty of confidentiality prior to receiving them from the other Party; (iv) have been independently developed by the receiving party without the use of materials or information received from the other Party; or (v) must be disclosed by the receiving Party due to legal or regulatory obligations. Upon termination of the Agreement, each Party must return confidential information and materials received from the other Party and destroy all copies thereof in its possession, unless otherwise required by mandatory law. Each Party is responsible for ensuring that its employees and any subcontractors and advisors it may use are bound by the aforementioned confidentiality obligations. This confidentiality clause remains in effect even after the termination of the Agreement.
24.2 Dispute Resolution and Applicable Law
24.3 Order of Interpretation
24.4 Changes in Customer Information and Notifications
24.5 Force Majeure
Neither Party shall be liable for delay or damage if the breach or failure to fulfil a contractual obligation is due to a force majeure event. A force majeure event is defined as an unforeseeable and unavoidable event that occurs after the Agreement has been entered into, is beyond the control of the affected Party, and the effects of which cannot reasonably be avoided or overcome. Such events may include war, rebellion, currency restrictions, refusal to grant an export license, expropriation or seizure, import or export bans, natural disasters, severe epidemics or pandemics, interruptions in general transport, telecommunications or energy supply, shortages of transport equipment, general goods shortages, limitations on power supply, labour disputes, strikes, fires, or any other similarly substantial and extraordinary circumstance beyond the Parties’ control. A force majeure event affecting a Party’s subcontractor shall also be deemed a force majeure event of that Party if the performance under the subcontract cannot be obtained or carried out elsewhere without unreasonable cost or significant delay. The affected Party must notify the other Party in writing of the occurrence and cessation of the force majeure event. If the fulfilment of a contractual obligation is delayed due to any of the aforementioned causes, the time for fulfilling the contractual obligation shall be extended for a period deemed reasonable in view of all relevant circumstances.
24.6 Invalidity of the Agreement or Part of the Agreement
24.7 Waiver of Rights
24.8 Change of Control
25 Validity of General Terms
25.1 Commencement of General Terms
These General Terms shall enter into force on 1 June 2025 and shall remain valid until further notice. The General Terms shall apply to both existing and new agreements entered into with corporate clients.
25.2 Availability
The currently valid General Terms are available at www.restolution.eu.
25.3 Amendments to General Terms
Restolution reserves the right to unilaterally amend the General Terms. Customers shall be informed of new General Terms at least one (1) month prior to their entry into force, either through customer notifications or otherwise in writing. If the General Terms are amended to the detriment of the customer, the customer shall have the right to terminate the Agreement within one (1) month of receiving the notification, without being subject to the applicable notice period.