Service Terms
1 Applicability
1.1 These terms and conditions (the "Terms") apply to all Order Forms between ZTLment
and Customer and incorporate the ZTLment Service Level Agreement (the “SLA”). The
Order Form, Terms and SLA are collectively referred to as the “Agreement”. In the
event of conflicts between the Order Form, these Terms and the SLA, the Order Form
takes precedence and these Terms take precedence over the SLA.
1.2 ZTLment reserves the right to amend or update these Terms from time to time. The
Customer will be informed of any changes to these Terms. If any changes to these
Terms imply a materially adverse effect on the Customer’s business operations, the
Customer may, within thirty (30) days after the changes are published, terminate the
Agreement for convenience by providing thirty (30) days’ notice to ZTLment.
2 Scope and availability of Service
2.1 The Customer acknowledges and agrees that use of the Service is at the Customer’s sole
risk.
2.2 ZTLment adjusts and improves the Service from time to time in order to provide its
customers with a market-leading payment platform. The Customer therefore
acknowledges that the Service may be unavailable, or its functionality limited, due to
maintenance and updates on the Service.
2.3 ZTLment reserves the right to disable access to the Service and/or terminate the
Agreement with immediate effect and without prior notice if deemed necessary (in its
sole discretion) to prevent any use of the Service contrary to the Agreement or these
Terms or to safeguard the interests of the Customer, including, but not limited to, if it
is suspected that a user account has been compromised, or if ZTLment deems (in its
sole discretion) that the Customer is in breach of its warranties provided under clause
8.2.
3 Prevention of money laundering and counter terror financing
3.1 ZTLment is obliged to comply with the European and Danish AML regulations.
Customer is obligated to deliver relevant KYC information and to give any information
about beneficial owners, change of ownership, source of funds and any other
information requested from ZTLment which is necessary to document compliance with
AML regulations.
3.2 ZTLment reserve the right to carry out any necessary checks relating to money
laundering, terrorism financing, fraud, or other illegal activity before authorizing any
payment services.
3.3 It is strictly forbidden to use the payment service for any illegal purposes including but
not limited to fraud and money laundering. We will report any suspicious activity to
the relevant law enforcement agency. Customers are prohibited from using our
payment services in any attempt to abuse, exploit or circumvent any law or regulation.
3.4 We may at any time suspend or close the use of services either with an immediate
effect or subject to a prior notice that we deem reasonable in the underlying
circumstances, if we have reasonable grounds for thinking that the Customer is
involved in any fraudulent activity, money laundering, terrorism financing, or other
criminal or illegal activity.
4 Right to use
4.1 ZTLment grants the Customer a non-exclusive, time limited (for the duration of the
Term), world-wide right for its internal business purposes during the Term to access
and use the Service as set out in the Order Form.
4.2 The Customer may authorize up to 10 users (“Authorized Users”) of the Service or as
many as is agreed in the Order Form. User licenses may not be shared or used by more
than one user. Customer is responsible for all activities that occur under this
Agreement, including but not limited to, unauthorized use and/or non-compliance
with relevant terms of this Agreement by any employee within the Customer’s
organization or other users of which the Customer grants access to the Service.
Customer acknowledges that ZTLment may include in the Service functionality to track
the number of active users and to disallow use by more than the Authorized Users.
4.3 The Customer will not, and will not permit any Authorized User to:
(a) Make the Service available to anyone other than the Customer’s authorized users
pursuant to clause 4.2;
(b) Sell, resell, license, sublicense, lease, rent, outsource, time-share or otherwise
permit access to or use of the Service to or by any third party;
(c) Attempt or permit any other person to access, copy, translate, create a derivative
work of, deconstruct, reverse engineer, reverse assemble, disassemble or
decompile, mirror or frame the Service or their related graphics, functions,
features, software, systems or networks;
(d) Use or permit the use of any security testing tools in order to prove, scan or
attempt to penetrate or assess the security of the Service.
5 Prices and payment
5.1 The Customer shall pay the fees for the Service as set out in the Order Form.
5.2 The annual subscription fee or any other payment due as set out in the Order Form will
be invoiced on the Effective Date.
5.3 ZTLment may adjust the fees with prior notice of at least thirty (30) days. The
Customer shall have the right to terminate the affected part of the Agreement for
convenience within the notice period to the date the price increase comes into effect, if
an adjustment exceeds 10% more than the last annual total fee.
5.4 The Customer shall pay within thirty (30) days of the date of such invoice. If ZTLment
has not received payment from the Customer more than sixty (60) days after the date
of the invoice ZTLment may charge and Customer agrees to pay, interest on the
overdue sum. Interest begins accruing thirty (30) days after the invoice date at 15 % a
year until payment of the overdue sum is received. ZTLment may immediately suspend
the Service without additional notice in the event that the Customer is more than thirty
(30) days late in paying an invoice.
5.5 The Customer is in no case entitled to suspend or offset any invoice from ZTLment.
5.6 All fees listed in the Order Form are exclusive of any and all taxes and tariffs imposed
by applicable law in connection with the transactions under this Agreement. The
Customer shall pay any and all taxes and tariffs imposed by applicable law or tax
authority based on such transactions. The Customer shall pay all taxes directly to the
applicable tax authority that are not otherwise invoiced by ZTLment but required to be
paid under applicable law. If requested, the Customer shall promptly provide ZTLment
with verification of such payment. The Customer shall reimburse and indemnify
ZTLment for any and all costs, including, but not limited to, taxes, incurred by
ZTLment resulting from the Customer’s failure to pay, late payment or miscalculation
of any taxes, or failure to promptly provide ZTLment with verification of such
payment.
6 Intellectual property rights
6.1 All protectable intellectual property, such as copyrights, patents, trademarks,
industrial design rights and applications for any of the foregoing, as well as any
corporate names, trade names, trade dress, service marks, trade secrets, mask works,
rights of priority, know how, design flows, methodologies and any and all other
intangible protectable proprietary information in and to the Service and any
improvements or developments hereto are owned by ZTLment. Nothing in the
Agreement shall be construed as giving the Customer any ownership rights in respect
of the Service and the Customer acknowledges and agrees that it does not acquire any
ownership rights by downloading, accessing or using the Service.
7 Confidentiality
7.1 The parties acknowledge that, in the course of their dealings hereunder, each party
(“Receiving Party”) may receive or otherwise become familiar with information about
the other party (“Disclosing Party”), including information about the Disclosing Party’s
technology, client order information, business activities and operations and its trade
secrets which is proprietary or confidential (the “Confidential Information”).
7.2 The Receiving Party hereby agrees to take all reasonable measures to maintain the
confidentiality and secrecy of the Confidential Information of the Disclosing Party and
to avoid its disclosure, including all precautions the Receiving party employs with
respect to its confidential materials of a similar nature. Receiving Party may not
disclose the Disclosing Party’s confidential information to any third party, except: (i) to
the Receiving Party’s Affiliates; and (ii) where ZTLment is the Receiving Party, to
ZTLment’s third party service providers for the purpose of providing the Service. In all
cases, the Receiving Party must ensure that the third party recipients do not use or
disclose the confidential information other than in accordance with the terms of this
Agreement. The Receiving Party may also disclose to the extent required by applicable
law or court order, provided that the Receiving Party uses reasonable efforts to limit
disclosure and to obtain confidential treatment or a protective order and has, to the
extent reasonably possible, allowed the Disclosing Party to participate in the
proceeding.
7.3 Neither party will disclose the terms of the Order Form or these Terms to any third
party without the other party’s permission, except to its professional advisors under a
strict duty of confidentiality or as necessary to comply with applicable law.
8 Warranties
8.1 ZTLment warrants (i) that the Service will function materially in accordance with the
Service Level Agreement as well as relevant documentation provided to the Customer
in relation to the Customer’s workflows and economic activity and (ii) that the Service
will comply with laws and regulations applicable to ZTLment. ZTLment will use any
commercially reasonable efforts to remediate any breach of ZTLment’s warranties,
which is the Customer’s sole and exclusive remedy for such breach.
8.2 The Customer warrants i) that the Customer’s use of the Service complies with all laws
and regulations applicable to the Customer, (ii) that the Customer’s use of the Service
complies with all laws and regulations applicable to the Customer, and iii) that the
Service is not otherwise used directly or indirectly in connection with (a) any unlawful
or fraudulent activity or has any unlawful or fraudulent purposes or effect, (b) any
activities of an abusive or harmful nature or activities which do not comply with
ZTLment’s business standards, or (c) any activities violating applicable import or
export laws or sanctions imposed by US, EU or any EU member state.
9 Limitation of liability
9.1 ZTLment shall be liable for its Services in accordance with Danish law.
9.2 ZTLment shall not be liable for breach of contract, tort or under any other legal theory
for any loss of profit, business, contracts, revenues or anticipated savings, or damage to
good name; or for any special, indirect, or consequential damages in relation to the
Service of any kind whatsoever.
9.3 To the fullest extent permissible under applicable law, ZTLment disclaims all
warranties (in Danish “garantier”) (whether express or implied), including without
limitation, warranties of title, quality, merchantability and/or fitness for a particular
purpose, or warranties to the effect that the operation of the Service will be secure,
stable, trouble-free or otherwise error-free.
9.4 In no event shall ZTLment be liable for any failure, defect or deficiency attributable in
whole or in part to the Customer's misuse, abuse, alteration, modification, update,
repair or improvement of the Service by the Customer or any third party for whom the
Customer is responsible. The Customer acknowledges that the Customer is not
dependent on the availability of future functionality of the Service or similar
developments.
9.5 The Customer and its users shall familiarize themselves with ZTLment’s current
version as continuously updated of best practice for user identification and private key
management found here. In particular the Customer and its users are required to
familiarize themselves with the export function of private keys as such export of private
keys may have severe security consequences in case they are not stored safely and
securely. If the Customer or users choose to use the export functionality it is the
responsibility of the Customer that the exported keys are safely stored. ZTLment thus
recognizes that the Customer and its users may sign off transactions without the use of
the Service provided by ZTLment, but under no circumstances is ZTLment liable for
such use of the public-private key pairs provided as part of the Service.
9.6 All funds used in the Service are issued and secured by a third-party issuer, and
ZTLment is not in possession of customer funds. Any claim for loss of funds must be
made against the issuer of said funds.
9.7 In any event, ZTLment’s liability cannot exceed an amount equal to the fees paid by the
Customer during the Subscription Period when the claim arose.
10 Indemnification
10.1 The Customer shall indemnify ZTLment of any damages, loss, costs and expenses,
including reasonable legal fees, incurred by ZTLment arising out of or in connection
with the Customer’s use of the Service in violation of the Agreement.
11 Force Majeure
11.1 ZTLment is not liable for any failure of or delay in the Service for the period that such
failure or delay is due to causes beyond its reasonable control, including but not
limited to acts of God, riots, war, terrorist acts, computer viruses or malware, cyber
attacks, unavailability of public communication networks, epidemics, pandemics,
quarantines, strikes or labour disputes, embargoes, government orders, fires, floods or
power outages. In such event ZTLment reserves the right to choose to either
temporarily suspend the Service or to without liability terminate Customer’s use of the
Service.
12 Termination
12.1 During the Term, the Agreement can be terminated (i) for convenience by ZTLment
upon three (3) months’ written notice, (ii) by the Customer as provided for in the
Order Form, and (iii) by either party with immediate effect if the other party is in
material breach of the Agreement or these Terms and such breach has not been
remedied within thirty (30) days after giving written notice hereof.
12.2 Upon the date of termination of the Agreement for whatever cause,
(a) The Customer’s right to use the Service will end with immediate effect; and
(b) The Customer shall delete any of ZTLment’s confidential information.
12.3 If the Agreement is terminated by ZTLment for convenience in accordance with clause
12.1(i) and the Customer no longer is granted access to the Service, ZTLment shall pay
to the Customer an amount equal to the difference between the applicable fees paid
and the outstanding amount of time of that the Customer should have had access to
the service under the Agreement.
13 Processing of personal data
13.1 ZTLment will process personal data to fulfill the contractual obligations to deliver
payment services. When you enter a contract with us, we process personal data to
fulfill the contractual obligation to provide payment services and to fulfill legal
obligations including, but not limited to requirements related to AML regulations.
13.2 ZTLment complies with the principles of GDPR and will always follow its six guiding
principles of lawfulness, transparency, and fairness; purpose limitation; data
minimization; accuracy; storage limitation and confidentiality and integrity.
13.3 You can find more information about our processing of personal data including your
right in our data privacy policy.
14 Miscellaneous
14.1 The Customer is not entitled to assign any rights or obligations under the Agreement to
anyone. ZTLment may transfer its rights and obligations under the Agreement, in
whole or in part, to a third party at any time without prior approval from the
Customer.
14.2 A waiver of any breach shall be effective only in the instance given and shall not be
construed as a continuing waiver of other breaches of the same or other provisions of
the Agreement.
14.3 The Order Form, these Terms and the SLA constitute the entire agreement between the
parties with respect to the Service and supersedes any prior or contemporaneous
understandings, oral or written, and all other communications between the parties as
well as any additional terms of use not included in the Order Form and these Terms.
14.4 If individual provisions of the Order Form or these Terms should be or become
ineffective in full or in part, the remaining provisions of the Order Form or these
Terms shall remain in full force and effect.
14.5 ZTLment’s failure to enforce rights under this Agreement shall not constitute a waiver
of the rights.
15 Governing law and dispute resolution
15.1 Danish law applies. The Agreement and any non-contractual obligations arising out
of or in connection herewith will be governed by and construed in accordance with the
laws of Denmark without regard to international private law regulations or principles
of Danish law leading to the application of laws other than substantive Danish law.
15.2 Arbitration by the Danish Institute of Arbitration. Any dispute arising out of or
in connection with the Agreement shall be settled by the Danish Institute of
Arbitration in accordance with the rules of simplified arbitration procedure adopted by
the Danish Institute of Arbitration in force at the time when such proceedings are
commenced. The place of arbitration shall be Copenhagen. The language of the
arbitration shall be English.
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