General Terms and Conditions

1. Introduction

1.1 The Agreement

These General Terms and Conditions (GTCs), together with any Order Form entered into between Kustom AB (Kustom) and the Merchant, and any appendices, guidelines, or other documents referenced in or incorporated into these GTCs or the Order Form, collectively constitute the Agreement between Kustom and the Merchant (each a Party and together the Parties). 

Unless defined elsewhere in these GTCs, capitalised terms used herein shall bear the meaning ascribed to them in the Definitions.

1.2 Acceptance and Binding Effect

The Merchant enters into and agrees to be bound by this Agreement, and comply with all of its terms and conditions, by either: 

(a) completing the online sign-up or acceptance process on Kustom’s webpage (Site); or 

(b) signing an Order Form that expressly incorporates these GTCs. 

If the Merchant has signed an Order Form, that Order Form (together with these GTCs) shall prevail and supersede any subsequent online acceptance submitted through the Site.

1.3 Scope of Services Covered

The Agreement applies to the integration and use of the Checkout Solution. The Merchant may only use the Checkout Solution in the countries and currencies agreed to by Kustom in writing.

2. Use of the Services

2.1 Components of the Checkout Solution

The Checkout Solution provided by Kustom comprises a combination of payment and support services designed to facilitate transactions between Merchants and Shoppers. Specifically, the Checkout Solution includes:

(a) one or more Payment Methods (such as, but not limited to, Klarna or card-based payments) provided to the Merchant through the Checkout Solution. Each Payment Method is made available by a licensed Payment Service Provider (for example, Stripe) that performs the regulated payment processing. Kustom packages and delivers access to these Payment Methods through the Checkout Solution, and each Payment Service Provider’s standard terms (see Section 8 - Payment Service Provider Terms) apply to its respective regulated services; and

(b) related services provided by Kustom, including merchant support, technical integrations, and additional features forming part of the Checkout Solution.

Kustom operates the Checkout Solution as the primary provider to the Merchant, managing the technical, commercial, and support components that enable payment acceptance and processing. While certain regulated payment functions are performed by licensed Payment Service Providers, Kustom remains responsible for the overall provision and operation of the Checkout Solution. Kustom does not itself perform regulated payment services or act as a payment institution.

2.2 Lawful Use of the Checkout Solution

The Merchant shall not use the Checkout Solution for any transactions or activities that are illegal or harmful, or infringe third-party rights, breach Kustom’s Ethical Instructions or the applicable Payment Service Provider Terms, Scheme Rules, or violate any applicable laws or regulations. 

2.3 Access to Kustom Portal

In order to provide the Checkout Solution, Kustom grants the Merchant access to its proprietary online platform, the Kustom Portal, which enables the Merchant to manage customer relationships, view and administer transactions and order-related data, and access a range of standard features as well as additional services that the Merchant may subscribe to. 

Access to and use of the Kustom Portal is subject to the Merchant’s acceptance of Kustom Portal Terms, which are incorporated by reference into this Agreement.

2.4 Changes to Services

The Parties agree that the Payment Methods and any other services offered via the Checkout Solution may change from time to time. The Merchant acknowledges and agrees that Kustom continuously develops and updates the Checkout Solution in order to improve the Shopper experience or to adhere to changes in law or regulation, and thus Kustom reserves the right to make any required or desired changes in relation to the scope, presentation, or any other aspect of the Checkout Solution. 

2.5 Integration Methods. 

The Checkout Solution may be accessed and integrated by the Merchant through one or more technical interfaces as made available by Kustom, each, an Integration Method. The Integration Methods include, without limitation:

(a) access via the Kustom Portal; and

(b) integration via Kustom’s API. 

Where the Merchant integrates the Checkout Solution via Kustom’s API, such integration may be implemented either (i) directly by the Merchant into its own systems, or (ii) through third-party infrastructure, software, or a platform used by the Merchant. In either case, provided the integration is carried out in accordance with the applicable Integration Guide, it shall constitute an Approved System Integration for the purposes of this Agreement.

3. Transaction Authorization, Capture and Settlement

3.1 Authorization

When placing an order for goods or services with the Merchant, the Shopper is directed to the Checkout Solution, where any of the available Payment Methods can be used to pay for the order (Purchase). The selected Payment Method determines whether to approve (Authorize) or decline the transaction. An Authorization is granted in accordance with the Payment Method’s own requirements and criteria, which may include credit and risk assessments, verification of available funds, and/or a temporary reservation of the transaction amount. 

As part of this assessment, Kustom validates certain order details for fraud purposes, including the recipient and delivery address provided at the checkout and the Merchant may only deliver to this address unless otherwise agreed.

Upon Authorization, the Purchase becomes an authorized payment transaction between the Shopper and the Merchant (Payment Transaction). Each Payment Method may have its own rights and processes regarding collection or repayment of the related Payment Transaction.

All Authorizations are recorded in the Kustom Portal. Applicable fees owed to Kustom may be deducted either by Kustom or by the applicable Payment Service Provider acting on Kustom’s behalf for each Authorization.

3.2 Capture by the Merchant

Once the goods have been shipped or the services have been completed, the Merchant may confirm the Payment Transaction through the Kustom Portal or an Approved System Integration. This confirmation constitutes a Capture, meaning the Merchant authorizes the applicable Payment Service Provider to settle the corresponding Payment Transaction.

The Capture automatically triggers a settlement request within the Checkout Solution, prompting the applicable Payment Service Provider to process the payment in accordance with its operational procedures.

The Merchant is entitled to receive payment for a Payment Transaction from the applicable Payment Service Provider only after the goods have been shipped or the services completed, unless Kustom or the applicable Payment Service Provider has provided prior written approval otherwise. The Merchant may not Capture a Payment Transaction after it has expired in the Kustom Portal or the Approved System Integration. For the avoidance of doubt, in respect of each Purchase, the Merchant’s Capture constitutes its acceptance of the Purchase and marks the point at which Kustom has fulfilled its primary obligation to provide the Checkout Solution in relation to that Purchase.

3.3 Settlement

Upon Capture, the applicable Payment Service Provider will settle the funds, relating to the Payment Transaction, to the Merchant in accordance with these GTCs and the applicable Payment Service Provider Terms. Kustom facilitates and monitors this process through the Checkout Solution but does not itself execute or guarantee the settlement of funds. Settlement occurs according to the standard settlement cycle of the applicable  Payment Service Provider and Payment Method, starting from the date of Capture. The Merchant acknowledges that receipt of funds may be delayed due to interbank systems, the Payment Service Provider, or other factors beyond Kustom’s control.

4. Repayment of Payment Transactions

4.1 Specific Grounds of Repayment

In certain circumstances, Kustom or the applicable Payment Service Provider may require the Merchant to repay funds previously paid out for a Payment Transaction (for example, in the event of a chargeback, reversal, refund, or similar adjustments), including the following situations:

(a) Shopper Disputes

If a Shopper claims that the goods and services are faulty, not as described, were not received, or were delivered with an unreasonable delay, a dispute may arise between the Merchant and the Shopper regarding the Purchase or the Shopper’s obligation to pay. 

In such cases, Kustom or the applicable Payment Service Provider may temporarily reserve or withhold the disputed amount and any applicable dispute fee, in accordance with the terms of the relevant Payment Method and the applicable Payment Service Provider dispute procedures. 

(b) Cancellations and Returns

If the Shopper lawfully withdraws or cancels the Purchase, or cancels any payment or financing arrangement associated with the Payment Method, or if the Merchant grants return rights beyond mandatory law.

(c) Related-party Transactions

If the Payment Transaction arises from a transaction involving a person reasonably deemed to share a financial interest with the Merchant (e.g. affiliates, owners, employees), except where the Merchant has more than thirty (30) employees. 

(d) Cash-like Transactions

If the Payment Transaction relates to purchases of cash, currency exchange, checks, or money orders, e-money, cryptocurrency or other digital assets, open-loop gift cards, prepaid cards, or other instruments convertible into cash or cash equivalents. 

(e) Non-compliance with Data Obligations

If the Merchant fails to provide any data points deemed mandatory under the Integration Guide within the Documentation, or as otherwise required by Kustom, these GTCs or the applicable Payment Service Provider Terms.

(f) Deviating Shopper Terms

If the Merchant imposes or agrees to terms with the Shopper that deviate from those provided or approved by Kustom or the Payment Service Provider.

(g) Breach of Agreement

If the Merchant fails to comply with Sections 5 (Responsibilities in Relation to Payment Transactions), 6 (Merchant’s General Responsibilities), or 9 (Purchases and Returns in Physical Stores) or otherwise breaches this Agreement, any Documentation, Scheme Rules, or the applicable Payment Service Provider Terms.

4.2 Repayment Handling

If any repayment of a Payment Transaction is triggered under this Section 4.1, Kustom will not itself require repayment from the Merchant, but may, in connection with such repayment, retain any Service Charges already received from the Merchant (including those held by a Payment Service Provider) to cover administrative and processing costs associated with the repayment.

4.3. Kustom as an Intermediary

For any cases associated with Section 4.1, Kustom acts solely as an intermediary and is not a party to any dispute between the Merchant and the Shopper, or between the Merchant and any Payment Method or Payment Service Provider. Kustom may facilitate communication or provide the information reasonably required to support the resolution process, but shall not be responsible for investigating, determining, or resolving any such disputes.

To mitigate any Financial Risk Exposure arising from a dispute, potential chargeback, refund, or other adjustment, Kustom may instruct the applicable Payment Service Provider to reserve, delay, or withhold settlement amounts or other funds owed to the Merchant until the matter is resolved in accordance with the applicable Payment Method or the applicable Payment Service Provider Terms. 

5. Responsibilities in relation to Payment Transactions 

5.1 Exclusivity of Payment Processing

The Merchant may receive payment for any Payment Transaction only through the applicable Payment Service Provider, and through no other channel. The Merchant may not, without Kustom’s written consent, enter into any agreement regarding the payment, assignment or collection of a Payment Transaction, or take any action that would limit or interfere with the applicable Payment Service Provider’s right to collect payment from the Shopper. 

5.2 Direct Payments to Merchant

The Merchant shall not accept any payment for a Purchase directly from a Shopper or any third-party other than through the Checkout Solution. If the Merchant receives any payment for a Purchase directly from a Shopper, the related Purchase shall be deemed null and void and the Merchant shall, without undue delay, cancel the Purchase. The Merchant shall promptly notify Kustom of any such direct payment and provide all related information as reasonably requested by Kustom.

5.3 Payments Following Capture 

Upon Capture, the Merchant may only agree to payment changes with the Shopper if they can be recorded in the Kustom Portal or through an Approved System Integration. The Merchant must without undue delay inform Kustom if the Shopper cancels or returns the order, exercises revocation rights, or if the price of the Purchase is reduced.

5.4 Cooperation in Disputes 

The Merchant shall respond without undue delay to Kustom’s requests for information or documents concerning claims. For fraud or dispute cases, the Merchant shall meet the deadlines specified at kustom.co/disputes or any instructions given by Kustom. 

The Merchant shall immediately notify Kustom if a Shopper raises a dispute and the Merchant shall handle the matter appropriately. Both Kustom and the Merchant shall work together to resolve complaints promptly. 

If the Merchant fails to resolve disputes within the required timeframe, Kustom may charge a dispute fee.

5.5 Chargeback Fees 

Under the applicable Payment Service Provider Terms, the applicable Payment Service Provider may charge the Merchant reasonable fees for handling chargebacks or related processing costs. The Merchant shall bear full responsibility for all such fees and costs. 

If these fees are charged to Kustom instead of the Merchant, Kustom has the right to recover all related costs and expenses from the Merchant.

5.6. Merchant Protection Program 

Kustom offers the Merchant Protection Program for the protection of Merchants against Shopper complaints related to certain card transactions, in accordance with the terms published on https://kustom.co/merchant-protection-program. Unless otherwise stated in those terms, the Merchant Protection Program will not apply if the Shopper is already covered by another protection program or arrangement for the same complaints or risks provided by any third party (which includes Payment Methods, Payment Service Providers and other third parties such as issuing and/or acquiring banks). 

6. Merchant’s General Responsibilities 

6.1 Transparency Requirements 

The Merchant is obliged to display in the Merchant’s Store: 

(a) the address of its permanent establishment; 

(b) its Privacy Policy; 

(c) an active customer service email address and a customer service telephone number; and 

(d) any other information required to be provided under applicable laws. 

6.2 Business and Legal Compliance 

The Merchant is solely responsible for the performance of its obligations (and those of its employees, agents and representatives) under this Agreement in relation to the Shoppers, whether under any contract with the Shoppers or under any applicable laws. 

The Merchant warrants that it holds, and will maintain throughout the term of this Agreement all permits, insurances, and licenses required for its business and activities. Upon Kustom’s request, the Merchant will provide documentary evidence of that fact without undue delay. 

6.3 Credit Assessment, Compliance and Duty to inform 

To enable provision and continued use of the Checkout Solution, the Merchant shall cooperate with Kustom as follows:

(a) Credit Assessments 

Upon request at onboarding and at any time during the term of this Agreement, the Merchant shall provide updated and most recent financial documents and other information satisfactory to Kustom for the purposes of performing its ongoing financial risk assessments and underwriting processes.

(b) Regulatory Information 

Upon request at onboarding and at any time during the term of this Agreement, the Merchant shall, provide Kustom with information required for Kustom to comply with applicable regulatory duties (including, without limitation to, anti-money laundering).

(c) Duty to Inform 

The Merchant shall promptly inform Kustom in writing prior to: 

(i) any material change to the type of products or services offered by the Merchant, or 

(ii) any change in the business under which the Merchant operates.

The Services will not be activated until all requirements in this Section 6.3 are satisfactorily completed. Failure to provide such information, or the provision of inaccurate or incomplete information during the term of the Agreement, may result in suspension or termination, in whole or in part, of access to the Checkout Solution and related Payment Methods. 

6.4 Fraud Prevention 

In the event Kustom or the applicable  Payment Service Provider discovers fraud or suspicious circumstances relating to a Purchase, Kustom may instruct the Merchant – via email or other communication channels – to stop the order process and/or shipment. The Merchant shall comply with such instructions immediately upon receipt.

The Merchant acknowledges that such stop instructions are not currently displayed within the Kustom Portal and must ensure it monitors communications from Kustom accordingly. The Merchant shall also promptly notify the Shopper of any such stop request where applicable.

6.5 Use of Kustom Portal 

The Merchant’s access to and use of the Kustom Portal is governed by the Kustom Portal Terms, which form an integral part of this Agreement pursuant to Section 2.4 (Access to Kustom Portal). The Merchant remains fully responsible for any activity carried out via the Kustom Portal using its assigned credentials, including any actions taken by its employees, representatives, or authorized third parties, in connection with the activation, use or addition of new features or solutions to the Checkout Solution.

Misuse of the Kustom Portal, shall constitute a material breach of this Agreement and may entitle Kustom to exercise the remedies set forth in Section 12 (Term and Termination).

6.6 Display and Marketing 

The Merchant shall display the Checkout Solution, including all available Payment Methods and any related on-site elements or messaging provided or approved by Kustom. Any additional marketing or promotional activities, such as joint campaigns, co-branded initiatives, or similar collaborations, shall be agreed between the Parties or specified in the applicable Order Form. Kustom may use the Merchant’s name, logo, and trademarks for marketing and promotional purposes, including on its website, in press releases, its social media channels and other marketing materials. Kustom may also from time to time invite the Merchant to participate in joint marketing activities, such as case studies or testimonials.

6.7 Integration Requirements 

The Merchant warrants that it will comply with the Integration Guide. 

To the extent required under the Integration Guide, the Merchant shall provide Kustom with any information needed to ensure that Shoppers can use the Checkout Solution, including all available Payment Methods, to complete a Purchase. This includes (without limitation) any information Kustom or the applicable  Payment Service Provider may need to identify the Shopper or to obtain details about the Purchase.

7. Fees

7.1 Service Charges

Kustom will apply Service Charges for each Service as specified in the applicable Order Form, or if an Order Form is not signed, as set out in the price list on the Site. For the avoidance of doubt, fees and charges set out in an Order Form shall take precedence over fees or charges stated on the Site. These Service Charges may include: 

(a) A Variable Fee: 

calculated as a percentage of the transaction amount; and/or

(b) A Fixed Transaction Fee: 

a set amount charged for each transaction.

For each Payment Transaction, Kustom will arrange for the applicable Payment Service Provider to deduct the applicable service charges and any other amounts owed under this Agreement before transferring the remaining net amount to the Merchant. 

Payments will be made to the bank account(s) that the Merchant designates in the Kustom Portal. Each Party, as well as any Payment Service Provider, is responsible for covering its own bank transfer fees.

7.2 Adjustment to Service Charges

Kustom reserves the right to adjust the Service Charges on an annual basis (a) in line with changes to the Swedish Consumer Price Index (Sw. Konsumentprisindex, KPI) as published by Statistiska centralbyrån (SCB), and/or (b) if the actual sales volumes materially deviate from those anticipated and specified in the Order Form.

7.3 Sales Tax 

All Service Charges and other amounts owed to Kustom under this Agreement are stated exclusive of any applicable Sales Tax. If Sales Tax applies, it will be added and calculated according to applicable law.

Kustom is not liable for determining if any taxes (including any Sales Tax) apply to a payment involving a Merchant or a Shopper or any other party, or to collect, report and remit the correct tax to the appropriate tax authority.

7.4 Late Payment Fees 

Kustom may charge interest on overdue amounts starting from the day following the due date, at a rate equal to the current reference rate (as published biannually by the Riksbank in accordance with Section 9 of the Swedish Interest Act (Sw. Räntelag [1975:635]) plus eight (8) percentage points per annum, or the maximum permitted by law.

Kustom reserves the right to engage a third-party collection agency or service provider for invoicing and debt recovery purposes, and the Merchant agrees that such agencies may contact the Merchant directly regarding any outstanding amounts due under this Agreement. Kustom may also recover any reasonable costs incurred in collecting late payments, including legal fees and collection agency charges.

8. Payment Service Provider Terms

8.1 Stripe Services 

Any payment processing that is required for the Checkout Solution is provided by Stripe and is governed by the Stripe Connected Account Agreement and the Stripe Terms of Service (together, the Stripe Services Agreement). The Merchant understands that through this Agreement, the Merchant is bound by the Stripe Services Agreement, as amended by Stripe from time to time.

8.2 Other Payment Services 

If the Checkout Solution enables the use of any other Payment Service Providers, such services will be governed by that Payment Service Provider's applicable terms and conditions, which the Merchant agrees to be bound by.

8.3 Disclosure of Merchant’s Information 

As a condition for enabling payment processing through Stripe or any other Payment Service Provider, the Merchant agrees to provide Kustom with accurate and complete business information and authorizes Kustom to share such information, together with transaction details, with the relevant Payment Service Provider. When personal data is provided in connection with these services, the Payment Service Provider receives and processes such data in accordance with its Privacy Policy.

8.4 Scheme Rules

Some Payment Methods (such as credit or debit cards) are processed through third-party networks like Visa or Mastercard. These networks operate under their own Scheme Rules, which govern how payments are accepted and processed. By offering or accepting such Payment Methods, the Merchant acknowledges that these Scheme Rules apply through the relevant Payment Service Provider Terms (for example, those of Stripe). Kustom does not separately impose or administer these Scheme Rules.

9. Purchases and Returns in Physical Stores 

9.1 Return Process 

If the Merchant uses Kustom In-store or has Kustom’s permission to accept returns in its physical store(s), the following rules apply:

(a) Register Returns Immediately 

All returns must be recorded right away in the Kustom Portal or through an Approved System Integration. 

(b) Refunds by the Payment Service Provider 

The Merchant may not refund shoppers directly; all refunds must be processed by the Payment Service Provider.

9.2 Failure to Comply 

The Merchant shall indemnify and hold Kustom harmless against any costs, losses, claims, or damages resulting from the Merchant’s failure to comply with the obligations in Section 9.1. 

10. API Support

10.1 API support 

Kustom aims to support all APIs that the Merchant uses to connect to the Checkout Solution. Kustom may also offer pre-built tools and libraries that help Merchants integrate with Kustom’s APIs (such as Software Development Kits or SDKs) or other tools to facilitate integration with its APIs. However, as technology progresses, Kustom reserves the right to decide in its sole discretion which APIs to support. If Kustom at any point decides to cancel support of a certain API, Kustom will provide the Merchant with a reasonable Notice thereof. 

11. Suspension of Services 

11.1 Suspension 

Kustom can with immediate effect and without prior Notice to the Merchant, suspend or revoke the provision of the Checkout Solutions (including, without limitation, access to the Kustom Portal), in whole or in part, if any of the following occurs:

(a) Illegal or Non-compliant Use and Reputational Risk

The Merchant engages in any activities that are (i) illegal, unethical, or otherwise non-compliant with applicable law, this Agreement (including the Ethical Instructions), Kustom’s instructions, the Documentation, Scheme Rules or Payment Service Provider Terms, or (ii) likely to cause material reputational harm or adverse publicity risks to Kustom or any Payment Service Provider, where the severity, impact, or consequences are not yet fully assessed

(b) Failure to Provide Information 

The Merchant fails to provide complete, accurate, or timely information required for credit assessments, anti-money laundering or other regulatory assessments, or fails to notify Kustom of material changes in its business, and the deficiency may be remedied.

(c) Suspicious Activity 

If there is suspicion of fraudulent activity in connection with the Merchant’s transactions or the Merchant fails to comply with any instruction from Kustom or a Payment Service Provider to cease processing or shipping an order, pending investigation or confirmation.

(d) Force Majeure

A Force Majeure Event under this Agreement prevents or materially hinders performance of the Services.

(e) Third-Party Suspension Request 

Any Payment Service Provider or regulatory authority flags a concern that requires Kustom to suspend the Checkout Solution, or temporarily restricts the Merchant’s access to its Payment Services.

(f) Excessive Dispute Activity

The Merchant’s transactions exhibit dispute or chargeback rates exceeding thresholds deemed acceptable by Kustom or under applicable Scheme Rules or Payment Service Provider Terms, indicating a heightened level of risk of potential liabilities (such as future chargebacks or fines).

11.2 Suspension Notice 

Kustom shall use its reasonable efforts to notify the Merchant of any such suspension. The Notice of suspension shall specify the reasons giving rise to such suspension, the date on which it will take effect, and the opportunity to remedy the issue. Kustom shall remove the suspension once the underlying cause has been remedied or has ceased, as reasonably determined by Kustom.

12. Term and Termination

12.1 Term of Agreement 

This Agreement shall remain in force until the later of: 

(a) six (6) months after either Party gives Notice of Termination of this Agreement; and where applicable

(b) the date when all Order Forms have expired or been terminated (if one or more Order Forms have been signed by Merchant).

12.2 Initial Term and Renewal 

Unless an Order Form states otherwise, it will have an initial term of three (3) years from its Effective Date. If neither party gives at least three (3) months’ written Notice to terminate before the end of this initial term, the Order Form will automatically renew for additional twelve (12) month periods. Either party can terminate the Order Form at the end of any renewal period by giving three (3) months’ written Notice before that renewal period expires.

12.3 Immediate Termination 

Each Party has the right to terminate this Agreement with immediate effect if any of the following occur: 

(a) Material Breach 

The other Party materially breaches any provision of this Agreement and does not, provided that a remedy is available, remedy such breach within ten (10) days of the non-breaching Party’s notification. 

(b) Repeated Failures 

The other Party repeatedly or continuously fails to meet its obligations under the Agreement and does not upon the non-breaching Party’s request remedy such failure within the reasonable time frame given by such other Party. 

(c) Misleading Information 

The other Party has provided incorrect or misleading information, or has concealed circumstances of importance. 

(d) Insolvency Event 

The other Party becomes subject to an Insolvency Event.

12.4 Additional Termination Rights

‍In addition to the rights under Section 12.3, Kustom has the right to terminate this Agreement with immediate effect if any of the following occurs (including escalation from a prior suspension under Section 11.1):

(a) Illegal or Non-compliant Use and Reputational Risk (Sections 2.2 and 6.2)

The Merchant engages in any activities that are

(i) illegal, unethical, or otherwise non-compliant with applicable law, this Agreement (including Kustom’s Ethical Instructions), Kustom’s instructions, the Documentation, Scheme Rules, or Payment Service Provider Terms, or

(ii) cause material reputational harm or adverse publicity risks to Kustom or any Payment Service Provider, and such breach is determined to be severe, irremediable, or incompatible with continued service provision. 

(b) Failure to Provide Information (Sections 6.1 and 6.3)

The Merchant fails to provide complete, accurate, or timely information required for credit assessments, anti-money laundering or other regulatory assessments, or fails to notify Kustom of material changes in its business, and does not remedy such failure without undue delay following Kustom’s request.

(c) Fraud (Section 6.4)

Fraud, attempted fraud, or confirmed suspicious activity is detected in connection with the Merchant’s transactions, or the Merchant fails to comply with any instruction from Kustom or a Payment Service Provider to cease processing or shipping an order, and the activity is deemed material, intentional, or incompatible with continued performance. 

(d) Force Majeure (Section 17)

A Force Majeure Event under this Agreement prevents or materially hinders the continued performance of the Services and such conditions are not resolved within a reasonable time.

(e) Third-Party Termination Request

Any Payment Service Provider or regulatory authority requires Kustom to cease providing the Checkout Solution to the Merchant, or otherwise restricts the Merchant’s access to its Payment Services.

12.5 Repayment after Termination 

If Kustom terminates this Agreement under this Section 12, Kustom may deduct all Service Charges and any other fees it is entitled to keep under this Agreement. The Merchant remains responsible for any unsettled, refunded, or reversed Payment Transactions. Any repayment or recovery relating to such Payment Transactions shall be handled by the applicable Payment Service Provider in accordance with its operational and regulatory procedures. 

13. Right to Retain Payments and to Set-off Amounts 

13.1 Retention of Funds after Termination 

If this Agreement is terminated for any reason listed in Section 12, Kustom may temporarily retain funds that would otherwise be paid to the Merchant, to cover its Financial Risk Exposure.

The amount the Financial Risk Exposure covers  includes potential or actual losses arising from refunds, shopper disputes, unpaid debts, fraud, illegal products or services, regulatory exposure, potential breach of this Agreement or any liability Kustom may incur towards a Payment Service Provider or other third parties as a result of the Merchant’s conduct. 

Kustom shall, in its sole discretion, determine the amount of the Financial Risk Exposure based on its own reasonable assessment of such risks. The amount retained cannot exceed the Financial Risk Exposure. Kustom will inform the Merchant if any funds are retained and explain the reasons for doing so. 

For the avoidance of doubt, any risk assessments made by the applicable Payment Service Provider are separate and are not taken into account in Kustom’s own determination of the Financial Risk Exposure under this Agreement.

13.2 Temporary Retention 

During the term of the Agreement, Kustom may acting reasonably, temporarily retain amounts, otherwise due to the Merchant corresponding to the Financial Risk Exposure, if any of the following occur:

(a) Material Breach 

The Merchant materially breaches this Agreement or the Documentation or the applicable Payment Service Provider Terms.

(b) Repeated Breaches 

The Merchant repeatedly breaches this Agreement,  the Documentation or the applicable Payment Service Provider Terms, and fails to remedy such breaches within the time period specified in a Notice from Kustom, or within ten (10) days if no specific period is stated.

(c) Fraud or Illegal Activity 

Kustom reasonably suspects that the Merchant is engaging in or has engaged in (a) fraud, (b) any transactions or activities that are illegal or harmful, or (c) infringement of third-party rights, breaches of the Kustom’s Ethical Instructions, the Documentation or the Payment Service Provider Terms, or (d) breaches of any applicable laws or regulations.

(d) Financial Instability 

The Merchant’s financial standing or ability to fulfill orders or satisfy refunds to Shoppers materially reduces or is not sufficiently robust, in each case as reasonably determined by Kustom. 

(e) Insolvency Event

In the event that the Merchant undergoes an Insolvency Event, Kustom may only retain payments until: (i) the Parties reach an agreement to mitigate the relevant financial concerns; or (ii) the Merchant provides Kustom adequate proof of solvency to Kustom’s reasonable satisfaction.

(f) Regulatory Risk 

If there is a risk that Kustom could become liable for fines, penalties, or other claims (each a Fine) as a result of the Merchant's breach of this Agreement, a breach of the terms or instructions of any applicable Payment Service Provider or Payment Method, or a breach of  applicable law. 

Kustom may only retain amounts that correspond to its reasonable estimate of the Fine that may be imposed on or incurred by Kustom.

(g) Excessive Dispute Risk 

The Merchant’s account exhibits dispute or chargeback levels exceeding acceptable thresholds, as reasonably determined by Kustom, indicating an elevated risk of potential liabilities (such as future chargebacks or fines).

If Kustom retains any amount in accordance with this Section 13.2, Kustom will inform the Merchant of the reason(s) for the retention. Kustom will release any retained amounts under this Section 13.2 once Kustom has reasonably determined that the underlying reason for retaining them has been remedied or the relevant risk has ceased

13.3 Set-off Rights 

Kustom may, at any time and without prior Notice, deduct or offset any amount it (or its affiliates) owes to the Merchant from any amount the Merchant (or its affiliates) owes to Kustom (or its affiliates) under any agreement.

13.4 Adjustment of Payout Period 

Kustom may modify the payout period for any Payment Transaction. This can be done to secure payment of Service Charges, Financial Risk Exposure, or any other amounts owed to Kustom under this Agreement.

Where practicable and commercially reasonable, Kustom will provide the Merchant reasonable Notice of its intention to cause that the payout period is adjusted in this way. 

14. Liability 

14.1 Limitation of Liability 

If a Party fails to meet its obligations under this Agreement, the other Party may seek compensation. The total aggregate liability of each Party for all claims arising during any twelve (12) month period shall be limited to the total amount of Service Charges paid or payable by the Merchant to Kustom in the twelve (12) months immediately preceding the event giving rise to the claim.

This limitation does not apply to:

(a) either Party’s payment obligations under this Agreement, including Fees or Settlement amounts

(b) any explicit warranties, indemnities, or repayment rights under Section 4 (Repayment of Payment Transactions) and Section 12.5 (Repayment of Payment Transactions after Termination);

(c) liability arising from wilful misconduct or gross negligence; or

(d) liability that cannot be limited or excluded under applicable law.

14.2 Exclusion of Indirect and Consequential Losses 

Neither Party is liable for any indirect or consequential losses. This includes, but is not limited to:

(a) Loss of profits, sales, or business opportunities;

(b) Loss of agreements or contracts;

(c) Loss of anticipated savings;

(d) Damage to business reputation or goodwill; or

(e) Loss or corruption of software, data, or information.

14.3 Disclaimer 

The Checkout Solution is provided by Kustom on an “as is” basis, in accordance with Section 23 (No Warranty). To the maximum extent permitted by law, Kustom disclaims all liability for:

(a) any act or omission of any Payment Service Provider;

(b) the availability, continuity, or performance of any Payment Method offered via the Checkout Solution;

(c) ensuring that any Payment Service Provider holds and maintains required licences, permits, approvals or registrations; and

(d) any obligations, liabilities or claims arising from the Merchant’s products or services, including their delivery, quality, or performance, or any dispute between the Merchant and its Shopper.

The Merchant shall hold Kustom harmless from any third-party claims (including from Payment Service Providers, regulatory authorities, or card networks) and any resulting losses, liabilities, damages, costs, expenses or amounts payable, arising directly or indirectly from

(i) the Merchant’s breach of this Agreement, applicable law or consumer protection/information obligations, or

(ii) the Merchant’s misuse or non-compliant configuration of the Checkout Solution.

14.4 Limitation of Kustom’s Liability 

Kustom will not be held liable for: 

(a) any act or omission of any Payment Service Provider; 

(b) ensuring the availability or performance of any Payment Method offered via the Checkout Solution;

(c) ensuring that any Payment Service Provider holds or maintains required licenses, permits, approvals, or registrations; 

(d) any obligations or liabilities arising from the Merchant’s products or services, including their delivery, quality, or performance, or any disputes between the Merchant and its Shoppers. 

14.5 Merchant Indemnity 

Notwithstanding Section 14.3, the Merchant shall indemnify and hold Kustom harmless from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable legal fees and any amounts payable to a Payment Service Provider or other third party, including any regulatory authority or card network) that arise, directly or indirectly, from:

(a) the Merchant’s breach of this Agreement;

(b) the Merchant’s failure to comply with applicable laws or regulations;

(c) the Merchant’s misrepresentation or omission of required information to consumers; or

(d) the Merchant’s use or configuration of the Checkout Solution in a manner that results in regulatory non-compliance.

15. Data Protection and PCI Compliance

15.1 Data Protection 

The Parties acknowledge that they act as independent data controllers in relation to the Personal Data shared under this Agreement. As such, each Party shall inter alia:

(a) Comply with its own obligations under applicable data protection laws, including providing any required information to its own data subjects.

(b) Implement and maintain appropriate technical and organizational measures to protect the Personal Data.

(c) Promptly inform the other Party of any personal data breach affecting the shared Personal Data.

(d) Determine its own retention periods and delete the Personal Data when no longer required to retain it.

(e) Ensure that any international data transfers of the Personal Data comply with applicable law.

(f) Remain solely liable for its own processing of the Personal Data and indemnify the other Party for any losses suffered by that other Party arising from the defaulting Party’s non-compliance.

15.2 Kustom’s Personal Data Processing 

Without prejudice to the general provisions of Section 15.1 (Data Protection), the Parties acknowledge and agree that the Merchant may disclose to Kustom and Kustom may process certain Personal Data relating to the Merchant’s owners, employees and representatives for the purposes of administering the commercial relationship under this Agreement. This includes, inter alia, Kustom managing user access to the Kustom Portal (as stated in the Kustom Portal Terms), providing service-related communications, sending newsletters, conducting product-related surveys, marketing similar products or services, and issuing event invitations. The Merchant represents and warrants that it has provided the relevant data subjects with all information required under applicable data protection laws prior to any such disclosure to Kustom.

15.3 PCI DSS Compliance 

For Checkout Solution that involve processing through card networks, the Shopper may pay with a debit or credit card or another approved Payment Method, offered by Kustom through third-party Payment Service Providers. 

The Merchant authorizes the Payment Service Provider to store, use, share, and release cardholder data for:

(a) processing transactions;

(b) compliance with legal obligations and Scheme Rules;

(c) security, fraud prevention, and risk management; and

(d) analysis in anonymous, aggregated form.

The Parties agree that the Payment Service Provider shall be PCI DSS compliant and maintain such compliance throughout the period stipulated in Section 12.1 (Term of the Agreement). The Merchant undertakes to maintain PCI DSS compliance as well. Kustom itself does not process, store, or transmit cardholder data, and relies on its PCI DSS-compliant Payment Service Providers to securely handle all card transactions.

As long as the Merchant uses the Checkout Solution properly, the Payment Service Provider is responsible for the security of any cardholder data they process, store, or transmit.

16. Exclusivity 

16.1 Exclusivity

The Merchant ensures that all sales in its Store or other approved sales channels will be processed through the Checkout Solution. No other Payment Method or Payment Service Provider may be used unless one of the following conditions apply:

(a) they are designated as backup or failover solutions; or

(b) the Payment Method is not yet supported within the Checkout Solution at the time of offering, 

in each case provided that Kustom has given prior written approval.

16.2 Prominent Display of Checkout Solution 

The Merchant shall not do or omit anything that would make Kustom’s Checkout Solution less visible in the Store or other approved sales channels. The Checkout Solution must always be clearly and prominently visible to Shoppers without requiring excessive scrolling or navigation.

17. Force Majeure 

Neither Party is responsible for failing to meet its obligations if this is caused by events beyond its reasonable control, such as natural disasters, fire, war, terrorism, riots, strikes, embargoes, government actions, or major disruptions to communication, transport, or energy supply. Obligations are put on hold while the Force Majeure Event continues. If the event lasts longer than thirty (30) days, either Party may end this Agreement immediately without penalty.

18. Amendments and Updates 

18.1 Amendments to the Agreement 

All amendments to this Agreement must be in writing (including by email).

Kustom may amend the Agreement if needed because of new laws, regulations, requirements from Payment Service Providers or other third parties, technical or security needs, or other comparable reasons. Kustom will give the Merchant at least sixty (60) days’ Notice before any changes take effect.

If the Merchant can reasonably demonstrate that a change would seriously disadvantage it, and stops using the Checkout Solution before the change takes effect, the Merchant may terminate this Agreement by giving written Notice to Kustom.

If the Merchant continues using the Checkout Solution after the change becomes effective, this constitutes acceptance of the new terms.

18.2 Updates to the GTCs 

Kustom may modify these GTCs at any time, provided that such updates are not made for the reasons outlined in Section 18.1. The latest version of the GTCs will be available on the Site, and such updates will become effective upon publication unless otherwise stated.

19. Transfers and Delegations

Neither Party may transfer this Agreement to another party without the other Party’s prior written consent. However, Kustom may transfer or assign the Agreement to any company within its corporate group. Kustom may assign or delegate all or part of the Checkout Solution to subcontractors or other third parties, including Payment Service Providers, without notice. In all cases, Kustom remains responsible for the performance of any third parties used

20. Communication and Notices

20.1 Form of Notice 

All Notices under this Agreement shall be in writing and delivered either by letter or e-mail, or via the Kustom Portal.

20.2 Contact Details 

Notices to Kustom shall be sent to merchant@kustom.co. Notices to the Merchant shall be sent to the contact details provided in the Order Form or otherwise specified to Kustom.

20.3 Receipt 

Notices shall be deemed received according to the following:

(i) by e-mail, at the time of sending, unless delivery failure is proven;

(ii) by letter, three (3) business days after dispatch; or 

(iii) via the Kustom Portal, when the Notice is made accessible to the Merchant.

21. Confidentiality

21.1 Confidential Information 

The Parties undertake, during the term of this Agreement and for a period of two (2) years thereafter, not to disclose Confidential Information to any third party without the other Party’s written consent. Confidential Information may only be used to perform this Agreement. 

Confidential Information includes any information shared by one Party (Disclosing Party) to the other party (Receiving Party) under this Agreement unless it:

(a) becomes public through no fault of the Receiving Party;

(b) was already lawfully in the Receiving Party’s possession; 

(c) must be disclosed under applicable law, exchange rules, court order, or government decision; or 

(d) is received from a third party who is not bound by confidentiality.

21.2 Third Party Confidential Information 

Confidential Information also includes technical, commercial, or other information from third parties unless it is clearly non-confidential. This covers all third-party data, including Shopper information, obtained through the Kustom Portal or in communications with Kustom, where it is clear the information is not meant to be disclosed.

Kustom may share Confidential Information with Payment Service Providers, subcontractors and advisors, if permitted by law, provided they are bound by confidentiality obligations equivalent to those in this Agreement.

21.3 Non-Confidential Information 

The Parties acknowledge that Confidential Information does not include any information that is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, or that is designated in writing by the Disclosing Party as non-confidential.

22. Intellectual Property

22.1 Checkout Solution

Kustom retains all ownership and intellectual property rights in anything it develops and provides or makes accessible to the Merchant under this Agreement. The Merchant shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code from the Checkout Solution, except to the extent permitted by mandatory law, but shall not otherwise attempt to derive trade secrets from the Checkout Solution. All rights not expressly granted are reserved by Kustom.

22.2 Branding

The Merchant is granted a limited right to use the Trademarks to inform of its use of the Checkout Solution and may use the Payment Marks solely to inform of the availability to accept payments through them. Any such use of the Trademarks and/or Payments Marks use of the Checkout Solution and to accept payments through them. Use must strictly follow the applicable right holder’s brand-usage guidelines and any instructions from time to time by Kustom, the applicable Payment Service Provider and/or a Payment Method.  Misuse, alteration, or misleading use of any Payment Marks is prohibited. Kustom may require the Merchant to modify its use or cease such use at any time and assumes no responsibility or liability for the Merchant’s use of any Payment Marks or other third-party marks. Upon Termination of the Agreement or removal of the Checkout Solution, the Merchant shall immediately remove all related Trademarks and Payment Marks, unless expressly authorized to continue their use.

22.3 Merchant Data

The Merchant grants Kustom a non-exclusive licence to use Merchant Data for the purpose of providing and operating the Checkout Solution and any additional features the Merchant subscribes to. Kustom may use subcontractors to process Merchant Data on its behalf for these purposes, provided such subcontractors are bound by confidentiality obligations equivalent to those in Section 21.

The Merchant represents and warrants that it has all necessary rights to the Merchant Data it provides and that such Merchant Data does not infringe any third party’s intellectual property rights. The Merchant shall indemnify Kustom against any losses arising from a claim alleging that the Merchant Data infringes a third party’s intellectual property rights.

23. No Warranty

The Checkout Solution and access to Kustom’s systems are provided “as is,” without any warranties, except for: 

(a) those expressly stated in this Agreement; or 

(b) those that cannot be excluded under applicable law.

Kustom disclaims all other warranties, whether expressed, implied, or statutory, to the fullest extent permitted by law.

24. Miscellaneous

24.1 Order of Precedence 

The rights and obligations of the Parties are described in these GTCs. If there is a conflict between the following documents, the order of precedence is as follows (from highest to lowest):

1. Order Form

2. GTCs

3. Kustom Portal Terms

4. Appendices 

5. Documentation

24.2 Waiver 

No failure or delay by a Party to exercise any right or remedy under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default. 

24.3 Severability 

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in force. The Parties shall in such case seek to replace the invalid provision with one that reflects the original intent as closely as possible.

24.4 Independent Contractors 

The Merchant and Kustom are independent contractors and shall have no power or authority to assume or create any obligation or responsibility on behalf of each other. Nothing in this Agreement creates or implies a partnership, agency, or joint venture.

24.5 No third-party Beneficiary 

Except as expressly provided in these GTCs, this Agreement is solely for the benefit of the Parties and their respective successors and permitted assignees, and no third party shall have any rights to enforce its terms.

24.6 Entire Agreement 

This Agreement constitutes the entire agreement between the Parties regarding the Checkout Solution and supersedes all prior oral or written agreements or understandings on the subject. Each Party acknowledges that it has no remedies or claims for any statement or representation not expressly set out in this Agreement, except as required by law.

24.7 Survival 

Termination or expiry of this Agreement shall not affect any accrued rights, obligations, or liabilities, including the right to Payment Transaction, damages for breaches existing at or before Termination. Provisions regarding fees, indemnities, and any other terms intended by their nature to survive shall remain in force.

24.8 Counterparts 

This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one agreement. A photographic or facsimile copy of the signature evidencing a Party’s execution of this Agreement, and recognized electronic signature methods, shall be effective as an original signature and may be used in lieu thereof.

25. Governing Law and Dispute Resolution

25.1 Applicable Law 

This Agreement shall be governed by the substantive law of Sweden and will be construed in accordance with Swedish law. 

25.2 Arbitration Proceedings 

Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, Termination or invalidity thereof, shall be finally settled by arbitration administered by the SCC Arbitration Institute (the “SCC”). The following rules apply for the proceedings:

(a) Expedited Arbitrations 

The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.

(b) Seat and Language 

The seat of arbitration shall be Stockholm, Sweden. The language of the arbitration proceedings shall be English.

(c) Confidentiality Obligation 

The Parties undertake and agree that all arbitration proceedings, including any decisions, awards, and submissions made in connection with them, shall be kept strictly confidential.

No such information may be disclosed to any third party without the prior written consent of the other Party, unless required by law or regulatory obligation.

25.3 Judicial Relief Exception 

Notwithstanding the foregoing, nothing herein shall be construed to prohibit either Party from seeking preliminary or permanent injunctive relief, restraining orders, decrees of specific performance, or other equitable remedies, in any court of competent jurisdiction.