General Terms and Conditions for Vibrant

1. Definitions

Clearhaus
Clearhaus A/S, comp.reg.no. 33749996 is the acquirer/payment institution that provides an account for the Business and provides the financial service that enables the Business to receive a card payment. Clearhaus is authorised and supervised by the Danish Financial Supervisory Authority under Financial Supervisory Authority number 22006.

Business
The natural or legal person in this agreement who has entered into an agreement with Vibrant and Clearhaus to process card payments.

Cardholder
The person (the Business’ customer) to whom a Card is issued.

Card
The payment card covered by this agreement, typically Visa or Mastercard.

The Master Agreement
The document outlining pricing and other main terms and conditions  between the Business, Vibrant and Clearhaus.

Card Organisation
Visa, Mastercard or similar Card Organisation.

Card issuer
Cardholder's bank.

2. The services of Vibrant and Clearhaus

Vibrant provides a mobile app that enables the Business to receive card payments on a mobile phone. Vibrant cooperates with Clearhaus, the acquirer, which provides an account for the Business and provides the financial service that enables the Business to receive a card payment. In order to accept card payments for the goods or services the Business sells, it is necessary to have a redemption agreement and by this agreement between Vibrant and the Business, the Business at the same time authorises Vibrant to enter into a Master Agreement between Clearhaus, Vibrant and the Business outlining the prices and other main terms and conditions between the Business, Vibrant and Clearhaus. Clearhaus is a principal member of Visa and Mastercard.

3. Basis of the agreement

The agreement between the Business, Vibrant and Clearhaus consists of the Master Agreement, these General Terms and Conditions, the international regulations of Visa and Mastercard. The international regulations of Visa and Mastercard can be found at https://usa.visa.com/support/consumer/visa-rules.html https://www.mastercard.us/en-us/business/overview/support/rules.html.

The conclusion of the agreement by Vibrant and Clearhaus with the Business is based on a thorough credit assessment. This agreement authorises Clearhaus to obtain credit information on the Business and its ownership and otherwise to request the Business to provide any information necessary for the ongoing assessment of the customer relationship.

Vibrant and Clearhaus have the right to physically inspect the Business' premises and warehouses as part of the ongoing credit assessment.

The agreement between the Business and Vibrant may only be used for the approved business model. Therefore, no payments may be made on behalf of third parties and no payments may be made for goods/services that differ materially from those disclosed by the Business.

If there is a material change in the circumstances of the Business, Vibrant and Clearhaus must be notified immediately in writing. Material circumstances may include, but are not limited to, the following: ownership of the Business, management, board of directors, registration number, address, email address, telephone number, account number, industry, business model (including new business areas) and significant changes in product mix. The above is not exhaustive.

Material changes may result in a change in credit rating on the part of Vibrant and Clearhaus, which may also result in Vibrant/Clearhaus determining and reserving an amount to cover any losses.

Any amendment to the agreement between Vibrant and the Business must be in writing. Vibrant may amend the agreement with 30 days' notice. However, the notice period may be shorter if the change is due to a change in credit rating or requirements by the authorities or the Card Organisations. Notification of changes will be made by email.

By opening an account with Vibrant, the Business consents to Vibrant and Clearhaus communicating by email, telephone, letter, etc.

4. Processing of transactions

A payment may not be processed until the goods or services have been delivered or dispatched to the Cardholder.

The Business is required to accept all relevant types of Visa and Mastercard.

Upon completing the transaction, it is the responsibility of the Business to provide a receipt to the Cardholder via print, email or text message. The Business must store all relevant information relating to the transaction for a minimum of 2 years.

5. Non-permitted transactions

Only transactions permitted under the Master Agreement, including those permitted under the framework of the Card Organisations, may be processed.  Examples of transactions that are not permitted include: payments received for third parties, payments for goods/product lines/industries (see in particular the MCC code, which is the industry code provided upon registration) that are not mentioned in the Master Agreement, payment of debts (a Cardholder paying for goods previously received), payments that may damage the reputation and brand of the Card Organisations and/or Vibrant, payments for sales that are not in compliance with legislation, and payments for services that may constitute an infringement of intellectual property rights.

Vibrant will consider any breach of this as a material breach of the Agreement and may terminate the Agreement immediately.

Violation of the Master Agreement and/or the Card Organisations' framework may also result in Vibrant and/or Clearhaus being imposed a substantial penalty by the relevant Card Organisation. In such event, the Business shall in every respect indemnify Vibrant and Clearhaus.

6. Refunds

The Business' refund of a transaction to the Cardholder (typically upon return of purchased goods), may only be made in full or partial settlement of a previously completed card payment. The Business must use the same card for the refund that was used to make the original purchase and the refund must not exceed the original transaction value.

Refunds may only be processed through Vibrant and Clearhaus if the original transaction was processed through Vibrant and Clearhaus. This means that no cash or bank transfer may be made to the Cardholder.

7. Objections

A Cardholder may object to a transaction towards the Card Issuer, who shall contact Clearhaus. Reasons for an objection may be, among other things, that the Cardholder refuses knowledge of the transaction, that the payment has been completed by other means, that the Cardholder has not received the agreed goods or services, that the Cardholder has returned the goods received, or that the completed payment is larger than agreed. In such a case, this circumstance is irrelevant to Vibrant.

The Business is obliged to promptly provide Vibrant and/or Clearhaus, at their request, with all relevant documentation relating to the transaction in dispute. If the Business is unable to prove its entitlement to Clearhaus, Clearhaus may choose to return the payments to the Cardholder. This is a circumstance which is irrelevant to Vibrant.

The Business is obliged to provide a high level of service to the Cardholder so that objections are avoided. An excessive number of objections may result in a fee from the Card Organisations to the Business. These fees will be issued to Vibrant or Clearhaus, who will always collect them from the Business which is responsible for them, with the addition of an administration fee of 25% of the amount of the fee.

8. Fees and prices

Vibrant's overview of fees can be found on Vibrant's web site: www.vibrant.io. All fees are excluding VAT, duties and taxes. Vibrant may without notice change fees and prices for its services. The Business may also terminate the agreement with Vibrant at any time with immediate effect.

If the Business charges a fee from the Cardholder for a transaction, this must be clearly disclosed to the Cardholder before the Cardholder approves the transaction. It is the responsibility of the Business to keep up to date with national and European regulations regarding the charging of transaction fees from Cardholders.

9. Disbursement and reserves

Disbursements for completed payments to the Business shall be made periodically as set forth in the Master Agreement. Disbursement shall be made after deduction of fees, penalties, refunds, objections and reserves.

Reserves are defined in the Main Agreement. In the event of a renewed credit assessment, Vibrant or Clearhaus may change the reserve calculation without prior notice.

The Business is obliged to balance Vibrant's disbursement calculations with its own accounts as soon as possible. Any objections to Vibrant must be made within 30 days after the end of the month in which the entry occurred. The Business must on its own initiative retrieve statements from me.vibrant.io.

10. Termination of the agreement

The Business may terminate the agreement with Vibrant at any time with immediate effect. Vibrant may terminate the agreement with 3 months' notice. In the event of repeated or material breach of the agreement, Vibrant may terminate with immediate effect by giving written notice to the Business.

The Card Organisations may at their own discretion terminate the agreement with immediate effect.

Upon termination of the agreement, Vibrant shall have the right to withhold the Business's credit balance for the period during which objections may be raised (the objection period). The objection period depends on the business model/product.

11. Lending of equipment

In exceptional cases, it may be agreed between the parties that Vibrant will lend a mobile phone to the Business for use in testing transactions via Vibrant. In this case, the phone is the property of Vibrant and must be returned within 2 months after the start of the agreement. The Business is responsible for the maintenance of the mobile phone and is therefore also responsible for any repairs, updates, etc. related to the phone.

The phone must be returned to Vibrant in the same condition as it was received, except for normal wear and tear, within 2 months after the start of the agreement. To the extent that the Business causes damage to the phone or the phone is not returned to Vibrant, the Business shall be obliged to pay Vibrant an amount of EUR 200, equal to the value of the phone. This amount is then set off against the disbursements of completed payments.

12. Other conditions

Neither party is entitled to disclose information to third parties about the Master Agreement and its contents. However, Vibrant and Clearhaus are entitled to disclose information about the Master Agreement and the Business to the Card Organisations. The Business may not claim any liability against Vibrant for damages, including lost revenue, resulting from system outages and failures and Vibrant shall not be liable for any indirect losses or other consequential damages. The Business is encouraged to properly maintain backup systems.

Vibrant may, with binding effect on the Business, send notices by email. It is the responsibility of the Business to ensure that the correct email address and telephone number appear on the account of the Business with Vibrant.

Disputes shall be settled by the Court of Aarhus under Danish law.