valid from 8 February 2016 until further notice
1. With this contract, the Partner and Smartum Ltd. have agreed that the Partner is entitled and obligated to receive voucher and Saldo payment instruments targeted for meals and issued by Smartum as payment for meal service provided by the Partner, in accordance with the terms of the contract.
2. The Partner agrees to follow all valid instructions issued by Smartum Ltd., including the separate Processing instructions on the Smartum lunch benefit payment instruments. Smartum Ltd. shall be entitled to update these instructions unilaterally.
3. The Partner is aware that the Smartum lunch benefit payment instruments are so-called targeted payment instruments, which means that specific requirements resulting from legislation, for example, are applied to the service and the client. For example, the Partner must ensure that the services paid for using the Smartum lunch benefit payment instruments are in accordance with the meal benefit instructions and that the customer only pays for their own meal using the Smartum payment instrument. The Partner must also confirm the customer’s identity.
4. The Partner undertakes to use appropriate stickers to illustrate the validity of Smartum payment instruments in its facilities.
5. Without a separate agreement, the Partner must aim to use the logos and other materials related to Smartum payment instruments in their own marketing.
6. Payments made using Smartum payment instruments may not be exchanged for money, and the customer may not receive change for the purchase.
7. The Partner may not collect any additional fees from customers for using Smartum payment instruments. The instruments must also be otherwise treated equally to other payment instruments (e.g. cash, debit or credit cards).
8. Smartum Ltd. is entitled to use and publish the Partner's marketing information when marketing the services related to the Smartum lunch benefit payment instruments to third parties.
9. Smartum Ltd. is not liable for any personal or other damage caused to the Partner or third parties by meals paid for using Smartum lunch benefit payment instruments. Neither is Smartum directly or indirectly liable for any other matters related to the Partner's operations. Smartum's liability for flaws or delays is limited to the functionality of the Smartum lunch benefit payment instruments, and even then, only as far as correcting the flaws.
10. The Partner must ensure that the sum paid with the Smartum payment instrument corresponds to the service received by the customer.
11. Smartum Ltd. shall be entitled to change these general terms of contract as well as related appendices (including the price list) by providing notification of the change no later than one (1) month before the change in the Smartum online service or in writing (by email or post). If the change is due to legislation, statute or instructions issued by the authorities, it takes effect immediately after the written notification.
12. If the Partner has not terminated their contract in writing before the change comes into effect, the Partner shall be regarded as having accepted the change and the contract with related appendices in their changed form shall bind the Partner. If the Partner cancels the contract due to the change, the contract is terminated at the time of the change.
13. Smartum Ltd. shall be entitled to develop their operation and change the implementation of the payment instruments as needed.
Smartum Ltd. shall also be entitled to change the service if the change is due to legislation, statute, or order or decision issued by the authorities.
14. The Partner must notify Smartum Ltd. immediately in writing or through the Smartum online service of any changes related to this contract, such as changes in ownership, banking information or other contact information. Smartum Ltd. is not liable for any flaws caused by the Partner having neglected to make any such notification.
15. According to the Value Added Tax Act, VAT does not apply to the service fee. However, Smartum Ltd. is entitled to add VAT to the service fee should either Smartum or the Tax Administration consider it necessary due to a changed interpretation of the legislation.
16. Smartum Ltd. shall be entitled to assign this contract to a third party with all related rights and obligations. The Partner is not entitled to assign this contract further.
17. This contract is valid for twelve (12) months from the date it comes into effect. If the Partner does not wish to continue the contract, they must notify Smartum Ltd. six (6) months before the end of the 12-month period. Otherwise, the contract is seen to be in effect until further notice after the initial period. When the contract is in effect until further notice, both parties have a six (6) month period of notice.
18. Both Smartum Ltd. and the Partner are entitled to cancel the contract immediately should the other party break the terms of contract or other operating instructions. In addition, Smartum Ltd. is entitled to cancel the agreement should there be justifiable reason to suspect that the Partner is otherwise acting in a way that may harm Smartum Ltd., if the Partner is declared bankrupt, liquidated, under reorganisation procedures or declared to be without means in distraint.
19. The aim shall always be to resolve possible disputes through negotiations, but if an agreement cannot be reached, disputes shall be settled in the District Court of Helsinki. Finnish law shall be applied to this contract.
SPECIAL TERMS FOR RECEIVING SMARTUM VOUCHERS
Validity of vouchers
1. The validity period is always specified on the vouchers. The Partner may not accept outdated vouchers as payment for the services.
2. The Partner has one (1) month to deliver outdated vouchers to Smartum Ltd. after the end of their validity. After this time, Smartum Ltd. will no longer pay for them.
Payments
3. The Partner is responsible for delivering the vouchers to Smartum Ltd. Smartum will only pay for authentic vouchers and is not liable for vouchers lost or stolen before they are delivered to Smartum Ltd. Smartum Ltd. pays the Partner the nominal value of the vouchers delivered to Smartum and processed according to the instructions with the service fee deducted. Smartum Ltd. shall pay the sum to the bank account declared by the Partner within 14 working days of the payment material being delivered to Smartum. Smartum shall verify the sum to be paid and pay it to the Partner. Smartum is entitled to withhold at least the minimum service fee listed in the price list if the service fee for the number of vouchers paid for at any one time would otherwise be below the minimum amount.
4. Smartum Ltd. shall be entitled to charge a processing fee in accordance with the price list for payments for incorrectly processed vouchers.
5. The Partner agrees to verify without delay that the amount paid by Smartum Ltd. corresponds to the number of vouchers delivered by the Partner. The Partner must make a complaint of any incorrect payments within 14 days of the payment.
Service fee
6. In connection to the settlement of payments, Smartum Ltd. shall charge a percentual service fee for Smartum vouchers according to the contract or price list.
SPECIAL TERMS FOR RECEIVING SMARTUM SALDO PAYMENTS
Receiving Smartum Saldo
1. The customer can use their Smartum Saldo balance in two ways:
a) Through a Visa payment card with which the customer can pay just like with any other debit or credit card using an EMV payment terminal or by giving the card number in an online store.
b) Through an online account, in which case the customer makes the payment online or with an application either themselves or by granting the rights to the cashier.
Visa payment card
Option A requires that the Partner has a valid contract with their bank (or other payment service company) on the reception of Visa card payments. When a customer pays with Saldo on a payment terminal, the Partner must request the customer's signature on the receipt and compare it to the signature on the Smartum card. The Partner must verify the identity of the customer using a Smartum card in order to ensure that the card is used by the person it was issued to.
The Partner must provide the Smartum Ltd. system with up-to-date information on payment terminals that are located in points of sale that sell services within the scope of the lunch benefit. If the Partner’s services can be purchased from so-called unmanned checkouts, the use of Smartum cards must be limited to services within the scope of the benefit.
As the issuer of the Smartum cards, Smartum Ltd. is entitled to respond negatively to a verification request (i.e. to reject payment) if the balance on the card account is insufficient, if services are being purchased using balance reserved for other types of services or if the verification request comes from a payment terminal not listed in the system maintained by Smartum Ltd.
2. The card may not be accepted as payment if the verification request is not accepted when using a Visa payment card, or if online connection and thereby verification of the payment cannot be established when using an online account.
3. Smartum Ltd. is entitled to request the Partner to provide proof of a payment or payments in order to settle any demands by a customer. Smartum reserves the right not to accept payments using Saldo that are incorrect, illegal, invalid, in breach of contract or made using counterfeit or expired cards.
4. Smartum does not guarantee the uninterrupted use of the payment system. Furthermore, Smartum shall be entitled to cancel the service if this is necessary for the maintenance, repair or development of the service, or for some other justified reason. Smartum shall aim to inform in advance of any interruption of use in the service.
Payments
5. Smartum Ltd. is not liable for payments made using Visa payment cards. These are paid through the Partner's bank (or other payment service company). The bank may collect a fee for card payments according to the contract between the Partner and the bank.
6. Smartum Ltd. is liable for payments made using online accounts and these are paid to the Partner in connection to the next settlement of payments if the minimum payment limit is exceeded.
Service fee
7. Smartum Ltd. shall collect a service fee according to the contract or price list for services paid using Smartum Saldo. Smartum Ltd. is entitled to charge the service fee retrospectively from the Partner for payments made using Visa payment cards.
8. If needed, Smartum Ltd. is entitled to withhold the sum corresponding to the unpaid service fee invoice from voucher or online account payments if there are open payments to the Partner, or to withhold future voucher or online account payments until the service fee has been paid.
These terms and conditions have been translated from Finnish. In case of any contradictions, the Finnish Terms and Conditions shall apply.