Klarna Terms & Conditions
Version 1.0 | Published 02.11.2026
1. Application and precedence
1.1 These Klarna Terms apply where we make the Klarna Payment Services available to you, and to every Klarna Transaction. They supplement, and form part of, your Agreement.
1.2 If there is any inconsistency between these Klarna Terms and the Agreement, these Klarna Terms prevail in respect of Klarna Transactions and all other matters relating to your use of the Klarna Payment Services. In all other respects the Agreement applies unchanged, and nothing in these Klarna Terms limits any right or remedy we have under the Agreement.
1.3 Your obligations under these Klarna Terms are in addition to your obligations under the Klarna Rules. Where these Klarna Terms and the Klarna Rules both deal with the same matter, you must comply with the stricter requirement. The Klarna Rules do not limit any right, remedy or protection we have under these Klarna Terms or the Agreement.
2. Definitions and interpretation
2.1 In these Klarna Terms:
Agreement means the merchant acquiring or merchant services agreement between you and us, including its schedules, appendices and addenda, as amended from time to time.
Business Day has the meaning given in the Agreement or, if it is not defined there, means a day other than a Saturday, Sunday or public holiday on which banks are open for general business in the place where we are incorporated.
Claim means the right to receive payment in respect of a purchase from you paid for with the Klarna Payment Services.
Claim Return means any repayment of a Claim that Klarna requires, on any ground.
Cross-border Fee means the fee that we charge for each Klarna Transaction where the Customer Country differs from your Merchant Country (as determined by Klarna), at the rate published on the Klarna Fee Page for the region of your Merchant Country and the region of the Customer Country.
Customer means any person who uses, or seeks to use, the Klarna Payment Services to pay for goods or services supplied by you.
Customer Country means the country of the Customer's billing address, as approved by Klarna.
Dispute has the meaning given in the Klarna Rules, and includes a card network dispute.
Fee Schedule means the part of the Agreement, or of any addendum to it, that sets out the merchant discount rates, fixed fees, refund fee, chargeback fee, Settlement Currency, settlement period and reserve terms for Klarna Transactions.
Issuing Bank means a third-party bank with which Klarna cooperates to provide the Klarna Payment Services.
Klarna means Klarna Bank AB (publ) (company number 556737-0431) and each other member of its group that provides the Klarna Payment Services or acts as a counterparty or collection agent under the Klarna Rules.
Klarna Fee Page means the page on which we publish the Cross-border Fees and the other fees that apply to Klarna Transactions, at <https://support.nomupay.com/hc/en-gb/articles/52596522516625-Klarna-Fees>, as updated from time to time, in addition to the Fee Schedule.
Klarna Fees means all fees, charges, fines, penalties, programme fees, costs and other amounts that Klarna charges, imposes, deducts or recovers in connection with your use of the Klarna Payment Services or any Klarna Transaction, including dispute fees and any increase in them, challenge and appeal fees, early resolution fees, card chargeback fees, Claim Return compensation, currency conversion costs, any currency conversion difference, and any repricing, reclassification or retroactive adjustment.
Klarna Network Rules means the Klarna Network Rules published by Klarna, as amended from time to time.
Klarna Payment Services has the meaning given in the Klarna Network Rules, and includes any other Klarna product or feature that we enable for you.
Klarna Portal means Klarna's online portal for merchants, including the disputes application within it.
Klarna Rules means Chapter 15 of the Klarna Network Rules and the data protection appendix to that chapter, together with Klarna's integration guidelines, brand guidelines and the other Klarna guidelines and requirements referred to in them, each as published by Klarna and amended from time to time.
Klarna Transaction means any order, authorisation, capture, refund, return or other payment event in which a Customer pays, or seeks to pay, for goods or services supplied by you using the Klarna Payment Services through us.
Merchant Country means the country in which the Selling Entity is incorporated or registered to do business.
Nomupay Group Company means Nomu Pay Limited (a company incorporated in Ireland with registration number 692034) and each company that controls, is controlled by, or is under common control with it.
Payment Program has the meaning given to “Payment Programs” in the Klarna Network Rules, and includes any discretionary Payment Program.
Selling Entity means you, or any other entity we have approved, that in fact sells to the Customer and is responsible for performing the contract with the Customer.
Settlement Currency means the currency in which we settle Klarna Transactions to you, as set out in your Fee Schedule.
Third Party Payment Option provider means a third party or acquirer whose payment option is included in the Klarna Payment Services.
we, us, our and Nomupay mean the Nomupay Group Company that is party to the Agreement with you.
you and your mean the merchant that is party to the Agreement.
2.2 Words and expressions defined in the Klarna Rules have the same meaning in these Klarna Terms, unless the context requires otherwise. Where the Klarna Rules refer to the “Partner”, that means you, and where they refer to the “Acquiring Partner”, that means us. If Klarna requires another Nomupay Group Company to act for us in relation to your Klarna Transactions, that company may exercise our rights under these Klarna Terms, and references to “we” and “us” include it.
2.3 In the Agreement, references to the rules of a payment network or of a provider of an alternative payment method include the Klarna Rules, and references to a transaction include a Klarna Transaction.
3. Incorporation of the Klarna Rules
3.1 The Klarna Rules are incorporated into, and form part of, the Agreement as it applies to the Klarna Payment Services. Klarna publishes the Klarna Network Rules, including the Klarna Rules, at <https://docs.klarna.com/acquirer/klarna-direct/get-started/klarna-network-rules/>. We will provide you with a copy of the version in force on request.
3.2 You are bound by each version of the Klarna Rules, and by each change to them, from the date it takes effect, whether or not we have notified you of it. We will make each new version available to you, but any failure or delay by us in doing so does not affect your obligations.
3.3 The version of the Klarna Rules in force at the relevant time applies. Each reference in these Klarna Terms to a requirement, process, programme or right under the Klarna Rules is to the corresponding provision of that version. A provision that refers to something not in that version applies once it is. All fees and charges that Klarna imposes under any version are Klarna Fees and recoverable from you.
3.4 Where the Klarna Rules provide that Klarna is the final decision-maker on a matter, Klarna's decision binds you as between you and us.
3.5 A provision of these Klarna Terms that summarises or repeats a requirement of the Klarna Rules does not limit that requirement.
4. Availability, activation, suspension and termination
4.1 We make the Klarna Payment Services available at our discretion. They are available to you only if, and for as long as:
(a) the Nomupay Group Company that is party to the Agreement (or another Nomupay Group Company acting for it) is authorised by Klarna to make the Klarna Payment Services available to merchants in your Merchant Country;
(b) Klarna has not refused, disqualified or excluded you; and
(c) you meet the eligibility criteria we notify to you from time to time, including criteria on your place of incorporation and business operations, Selling Entity, Merchant Country, business activity, merchant category code and Settlement Currency.
4.2 The Klarna Payment Services are activated for you on the date we confirm activation to you in writing (including by email or through your merchant account), after you have signed or electronically accepted an Agreement or addendum that contains a Fee Schedule and have completed our onboarding, due diligence, integration and testing requirements. You must not submit any Klarna Transaction before activation. Where your Agreement or addendum sets out fees for Klarna Transactions, we may activate the Klarna Payment Services for you by default, without a separate request from you. In any payment page, checkout, plugin or other payment interface that we provide or control, we may enable the Klarna Payment Services by default and decide how and where they are presented, including by displaying them ahead of other payment methods.
4.3 You acknowledge that Klarna may, in its sole discretion:
(a) decide whether to approve any Customer or transaction, and decide all underwriting matters, including credit limits;
(b) decide which Payment Programs are available to Customers, and change them at any time;
(c) restrict your access to the Klarna Portal;
(d) warn Customers, or prevent them from using the Klarna Payment Services, at your store or point of transaction; and
(e) refuse or disqualify you, or require us to suspend, restrict or terminate your use of the Klarna Payment Services.
None of these actions is a breach of the Agreement by us, and we are not liable to you for any of them or their consequences.
4.4 We may refuse, suspend, restrict (including by limiting Payment Programs, Customer Countries, websites or lines of business) or terminate your use of the Klarna Payment Services at any time, with or without notice and without liability, including where:
(a) Klarna requires or requests it;
(b) you breach these Klarna Terms, the Klarna Rules or the Agreement;
(c) we suspect fraud, money laundering, terrorist financing, a breach of sanctions, a prohibited or unapproved high-risk business, or any misrepresentation;
(d) in our opinion your level of Disputes, Claim Returns or other risk indicators is excessive, or you have been placed in a Klarna dispute or risk programme;
(e) you no longer meet our eligibility criteria; or
(f) any ground exists on which we may suspend or terminate the Agreement or any of our services under it.
Where it is lawful and appropriate, we may (but need not) tell you the reasons for our action and what you need to do to have it reversed.
4.5 A refusal, suspension, restriction or termination under these Klarna Terms applies to the Klarna Payment Services only. It does not affect the Agreement or our other services unless we tell you otherwise, it does not entitle you to terminate the Agreement or to any compensation, and no notice period in the Agreement applies to it.
4.6 Your use of the Klarna Payment Services ends automatically and immediately, without liability on our part, if:
(a) Klarna ends, suspends or withdraws our authorisation to make the Klarna Payment Services available to you or to merchants in your Merchant Country; or
(b) the Agreement ends.
We will tell you as soon as reasonably practicable after we become aware of the event.
4.7 When your use of the Klarna Payment Services ends for any reason:
(a) you must immediately stop offering Klarna as a payment option and stop using Klarna's marks;
(b) you must capture or cancel any order that Klarna has already authorised, as we or Klarna direct; and
(c) these Klarna Terms continue to apply to all Klarna Transactions submitted before that date, including in relation to refunds, Disputes, Claim Returns, Klarna Fees, settlement, holds, reserves and indemnities.
5. Claims
5.1 You assign to us, with effect from the moment each Claim arises, the exclusive right to receive payment from the Customer in respect of that Claim, together with all related rights, so that we may immediately assign it to Klarna. If Klarna requires a Claim to be assigned to another Nomupay Group Company or directly to Klarna, you assign it accordingly. You must do anything that we or Klarna reasonably require to perfect or evidence any assignment.
5.2 A Customer's payment to Klarna, or to any person Klarna directs, discharges the Customer's obligation to pay you for the relevant purchase. Where Customers located in the United States use the Klarna Payment Services and you are not located there, you appoint Klarna Inc. as your limited payment collection agent, solely to accept payment from those Customers, and payment by a Customer to Klarna Inc. (or to an affiliate acting as its agent) is treated as payment made directly to you.
5.3 Your only right to payment for a Klarna Transaction is against us, under and subject to these Klarna Terms and the Agreement. You have no right to payment from Klarna or from the Customer in respect of an assigned Claim. If a Customer pays you directly in respect of a Claim, you must tell us immediately and pay the amount to us at once, identifying the Klarna Transaction to which it relates, so that we can pass it to Klarna.
5.4 You represent and warrant, each time a Claim arises, that:
(a) the Claim arises from a genuine sale of goods or services by you to the Customer, in the ordinary course of the business you have disclosed to us;
(b) the Claim is free from any security interest, pledge, charge, lien, assignment, transfer, trust, retention of title, factoring, receivables financing or other right of any third party; and
(c) nothing restricts our right to assign the Claim or Klarna's right to pledge, transfer or otherwise deal with it.
5.5 You must not create, grant or allow any right described in clause 5.4(b) over any Claim, or include any Claim in any factoring, receivables financing or similar arrangement. If any security or financing arrangement extends to your receivables generally, you must, before activation, obtain a release or written confirmation from the secured party or financier that it does not extend to Claims, and give us a copy on request.
5.6 You must repay to us on demand the amount of each Claim Return, together with all Klarna Fees and currency conversion costs relating to it. A Claim Return may arise on any ground set out in the Klarna Rules, including a refund, a Dispute resolved in favour of the Customer or Klarna, illegal or fraudulent conduct, a breach of the prohibited and high-risk business requirements or of any tokenisation requirement, a third-party right over the Claim, or any failure to meet your responsibilities under the Klarna Rules.
5.7 You acknowledge and agree that:
(a) if we fail, or are unable, to repay Klarna any Claim Return or other amount we owe Klarna under any agreement with Klarna, Klarna may collect those amounts directly from you, and you must pay them to Klarna on demand;
(b) in that event, any claim we have against you arising out of or in connection with your use of the Klarna Payment Services is automatically assigned or transferred to Klarna;
(c) the amount Klarna may collect from you under this clause will not exceed the amount you owe us in relation to your use of the Klarna Payment Services, and Klarna may exercise this right only during the period in which we are unable to meet our repayment obligations to Klarna; and
(d) any amount you pay to Klarna under this clause reduces what you owe us by the same amount.
6. Your obligations
6.1 You must comply with:
(a) the Klarna Rules, including Klarna's integration guidelines and brand and marketing guidelines as they apply to merchants;
(b) all applicable laws and regulations in each jurisdiction in which you operate or sell, including those on consumer protection, consumer credit and its promotion, distance selling, tax, data protection, anti-money laundering, counter-terrorist financing and sanctions; and
(c) our reasonable instructions relating to the Klarna Payment Services.
6.2 Without limiting clause 6.1, you must:
(a) capture each order authorised by Klarna only: (i) for physical goods, on shipment or, for goods customised or made to order for the Customer, on placement of the order if you gave the Customer clear written notice of this at checkout; (ii) for services, on performance; and (iii) for intangible goods, once they have been fully delivered to the Customer;
(b) keep proof of delivery (and, where relevant, proof of consumption or collection) that meets the evidence requirements of the Klarna Rules for at least 180 days, or any longer period the Klarna Rules require, and in any event for as long as a Dispute may be raised in respect of the order, and provide it to us or Klarna within the time we or Klarna require;
(c) comply immediately with any instruction from Klarna, given directly or through us within 24 hours after capture, to stop processing or shipping an order, and with any similar instruction we give where we suspect fraud;
(d) not impose any fee, charge or penalty on a Customer because the Customer pays with Klarna, not act in a way that discriminates against Klarna (including by discounting other payment methods, applying restrictions to Klarna that do not apply to other payment methods, or making Klarna unduly burdensome to access or use), and comply with any instruction from Klarna about fees you charge Customers;
(e) not set any minimum or maximum transaction amount for the Klarna Payment Services, unless applicable law expressly requires it;
(f) except to the extent that applicable law, sanctions or clause 7 prohibit you from selling to Customers in a Customer Country, and provided you apply the same restriction to all your payment methods, accept the Klarna Payment Services from Customers in every Customer Country that Klarna makes available for your Merchant Country, without any technical or configuration restriction, and offer them so that Customers can choose from the full range of Payment Programs that Klarna makes available from time to time (a discretionary Payment Program applies only if you have activated it);
(g) for each purchase, provide accurate and complete line-item data, purchase reference, shipping address and Customer details (unless Klarna makes an exception), use the same transaction currency for the Klarna Payment Services as for your other payment methods, and share all supplementary purchase data required for your business type or merchant category code under Klarna's integration guidelines;
(h) maintain a transparent and compliant returns and disputes process, including by: (i) displaying customer service contact details; (ii) maintaining a working website at a live URL that does not redirect to another site; (iii) publishing terms and conditions that identify the entity supplying the goods or services and set out your return policy, shipping policy and estimated delivery times; (iv) clearly publishing your return address and return process, and stating expressly where the Customer must bear the cost of a return; and (v) not giving return instructions such as “email us” or “fill in this form” without also giving your return address;
(i) charge a fee for uncollected goods only if the fee is clearly stated in your terms and conditions before purchase and does not exceed the order value;
(j) not display fake, fabricated or manipulated Customer reviews, ratings or scores;
(k) process every refund, return and agreed price reduction for a Klarna Transaction promptly and only through our integration (or through the Klarna Portal where we permit), so that Klarna makes the repayment to the Customer, and never by cash, bank transfer, card or any other means;
(l) not negotiate discounts with a Customer during a Dispute where the Customer wishes to return goods (this does not prevent you from offering a partial refund or price reduction outside a Dispute, processed under (k));
(m) take sole responsibility for VAT and other sales taxes on your sales, and ensure that any invoice, tax or other document you send to a Customer in connection with a Klarna Transaction does not contain your bank details, amending it where Klarna or we require;
(n) not misuse the Klarna Payment Services or any data obtained from Klarna, including by using authorisation solely for credit checks, or by using Customer data shared by Klarna to promote or facilitate other payment options or third-party services;
(o) use tokenisation, or any other Klarna product or feature (such as Klarna's sign-in, express checkout or on-site messaging tools), only if we have enabled it for you, and then only in accordance with the Klarna Rules, including the notices to Customers about tracking technologies that they require;
(p) keep your integration of the Klarna Payment Services compliant with Klarna's integration guidelines, free of technical errors and able to accept new Customer Countries without change, and promptly remedy any deficiency that we or Klarna notify to you; and
(q) comply at all times with the Payment Card Industry Data Security Standard (PCI DSS) as applicable from time to time.
6.3 You are fully responsible for any person you engage to deliver goods or perform services to Customers, and for your employees, agents and other contractors. Their acts and omissions are treated as yours.
6.4 You bear all losses arising from any reversal of a Klarna Transaction under a non-guaranteed Payment Program, and you must not capture or ship such an order until Klarna has confirmed that it is funded.
6.5 Where the Klarna Payment Services include payment options provided by a Third Party Payment Option provider or an Issuing Bank, their terms and conditions apply to you as the Klarna Rules provide, and you authorise them to store, use, share and release cardholder data as the Klarna Rules permit.
7. Prohibited and high-risk business
7.1 You must not use, or allow the use of, the Klarna Payment Services:
(a) if you, or the Selling Entity for a Klarna Transaction, are registered, incorporated or operating in or from any jurisdiction or region that the Klarna Rules list as prohibited;
(b) in relation to goods or services originating from, or intended for Customers with a billing or shipping address in, any such jurisdiction or region;
(c) for any business, goods or services that the Klarna Rules prohibit, or that Klarna or we designate as prohibited from time to time, including anything prohibited under the Agreement; or
(d) for any transaction that is illegal under any applicable law.
7.2 Klarna may update its lists of prohibited jurisdictions, regions and businesses at any time. Each update binds you from the time it takes effect, without the need for notice from us.
7.3 You must not use the Klarna Payment Services for any business type that the Klarna Rules treat as high risk unless we have confirmed to you in writing that it is approved for you, and then only on the conditions that we or Klarna set (including any requirement to share supplementary purchase data). Approval may depend on Klarna completing a separate enablement process and additional due diligence, and you must give us any information that we or Klarna request for that purpose. Whether a business is of a high-risk type depends on the business activity actually carried on, and not only on its merchant category code. You may use the Klarna Payment Services only under a merchant category code that Klarna permits from time to time.
7.4 You represent and warrant, on activation and on each Klarna Transaction, that:
(a) you have disclosed to us all your lines of business and the goods and services you sell, and you carry on only those activities;
(b) each merchant category code assigned to you accurately reflects the business activity to which it relates;
(c) the Selling Entity notified for each Klarna Transaction is the entity that in fact serves the Customer and is responsible for performing the contract with the Customer, and it has genuine local business operations in its Merchant Country (and not merely a post office box, a mail-forwarding address, or the address of a law firm, agent or vendor without operational staff);
(d) you hold, and comply with, all licences, permits and authorisations required for your business and for each sale, including age and product restrictions in each Customer Country; and
(e) neither you, nor any of your owners, directors or officers, nor any Selling Entity, is the subject or target of sanctions administered by the United Nations, the European Union, the United Kingdom, the United States or any other relevant authority.
7.5 You must notify us in writing before you change your business activities, add a line of business or change any Selling Entity, and immediately if any warranty in clause 7.4 ceases to be true or you become aware of any actual or suspected breach of sanctions in connection with your use of the Klarna Payment Services.
7.6 If Klarna adjusts or objects to any merchant category code assigned to you, if a merchant category code used for you differs from one that Klarna has agreed, confirmed or designated for you, reclassifies any Klarna Transaction, Selling Entity or Merchant Country, applies a different domestic or cross-border rate, or makes any retroactive pricing adjustment in relation to you, we may, whether or not the adjustment results from information you provided:
(a) adjust the fees payable by you for Klarna Transactions to reflect the adjustment, with effect from the date from which Klarna applies it (including retroactively); and
(b) recover from you any amount that Klarna charges or recovers from us as a result.
7.7 Where Klarna requires a merchant category code to be confirmed with it before activation, including where your annual gross volume (together with that of your affiliates) is at least USD 500 million or its equivalent, or where Klarna has designated a merchant category code for you or your group, you must cooperate with us and Klarna to confirm it, and we are not obliged to activate the Klarna Payment Services for you until it is confirmed.
8. Information and data integrity
8.1 All information you give us in connection with the Klarna Payment Services, including information about your identity, ownership, control, directors, beneficial owners, business activities, websites, merchant category codes, Selling Entities, licences, addresses, bank accounts and expected volumes, must be complete, accurate and not misleading. You acknowledge that we pass this information to Klarna and that we are fully liable to Klarna for its accuracy.
8.2 You must tell us in writing without undue delay, and where possible before it takes effect, of any change to the information described in clause 8.1.
8.3 You must give us any information, document, record or explanation we request in connection with the Klarna Payment Services, including for Klarna's due diligence, compliance testing, anti-money laundering, counter-terrorist financing and sanctions reviews, risk management, data integrity reviews and Dispute handling, and for any request from a regulator or other authority, within two (2) Business Days of our request or within any shorter period we specify where Klarna or an authority requires it.
8.4 If Klarna or we identify that information relating to you is false, inaccurate or incomplete, you must:
(a) correct and complete it, including any historic information, within the time we specify;
(b) cooperate fully with any corrective action plan that we are required to implement; and
(c) pay us on demand all fees, charges and costs that Klarna imposes on us in connection with that information, including under any Klarna data integrity programme.
8.5 You must allow us and Klarna to carry out due diligence, sample checks and reviews to verify your compliance with these Klarna Terms and the Klarna Rules, and you must cooperate with them.
9. Disputes, refunds and dispute programmes
9.1 Klarna determines each Dispute. As between you and us, you are bound by Klarna's determination of each Dispute and by the outcome of the card network dispute process for any card network dispute. We are not obliged to contest or challenge any Dispute or determination on your behalf.
9.2 You must monitor, at least once on every Business Day, the disputes application in the Klarna Portal and any disputes interface, notification channel or API that we make available to you, and you must keep your contact details for Dispute notifications up to date. A Dispute request or notice is treated as received by you when it is made available to you through any of those channels.
9.3 You must respond to each Dispute request, with evidence that meets the requirements of the Klarna Rules and in the transaction currency, by the response deadline set by Klarna, which may be shorter for a card network dispute than for other Disputes. If you respond through an interface we make available, or ask us to submit a response for you, you must do so no later than two (2) Business Days before that deadline, and we may submit it without reviewing it and we are not responsible for its content.
9.4 If you do not respond in time, or with sufficient evidence, the Dispute may be resolved against you. You bear all losses that result from a late, incomplete or missing response, including the Claim Return and all Klarna Fees, and you lose any right to challenge the outcome.
9.5 When a Dispute is opened, or Klarna places a hold or pre-emptive debit in relation to it, we may withhold from any amount due to you, debit your settlement account or apply any reserve, in an amount equal to the disputed amount and the applicable Klarna Fees, until the Dispute is resolved. If the Dispute is resolved in your favour, we will release the amount withheld or debited, less the chargeback fee and any Klarna Fees that apply whatever the outcome, after Klarna releases the corresponding amount to us. If the Dispute is resolved against you, the amount withheld or debited is applied towards the Claim Return.
9.6 You must pay us:
(a) the chargeback fee set out in your Fee Schedule for each Dispute, whatever its outcome, which covers the dispute fee that Klarna charges for that Dispute; and
(b) the fees for Disputes published on the Klarna Fee Page and, to the extent not covered by them or the chargeback fee, any other Klarna Fee to the extent not covered by the chargeback fee, any other Klarna Fees relating to Disputes, including, any fee for an unsuccessful challenge or appeal of a Dispute outcome, any fee for resolving a Dispute through an early resolution option that you choose or have enabled, and any fee that Klarna charges in respect of a chargeback raised through a card network.
9.7 Any challenge of a Dispute outcome that the Klarna Rules allow you to make is at your own cost and risk, and must be made within the period and on the conditions that the Klarna Rules set. If you make it through us, you must do so no later than two (2) Business Days before the end of that period.
9.8 You acknowledge that you cannot challenge a non-compliance dispute or a reversal under a non-guaranteed Payment Program. If we notify you that Klarna has issued, or intends to issue, a non-compliance dispute in relation to you, you must give us, within three (3) calendar days of our notice, a written explanation and all evidence and information we request. We will decide, in our sole discretion, whether to exercise any right we have to challenge Klarna's decision. We are not obliged to challenge it and are not liable to you for any decision not to challenge, for the conduct of any challenge or for its outcome. In any event, you must promptly remedy the cause of the non-compliance dispute.
9.9 If your rate of Disputes exceeds a threshold under the Klarna Rules, we may issue you with an early warning, and Klarna may place you in a dispute or risk programme. While you are in a dispute programme, you must implement the remedial measures that we or Klarna require, comply with any reduced response deadlines, and pay any increased dispute fees and other charges that apply under the programme. We may also exercise our rights under clauses 4.4 and 10.10.
9.10 Where the Klarna Rules allow you to ask for a human review of a determination placing you in a dispute programme, or of its consequences, you must send your request in writing to help@nomupay.com, with all supporting information. We will respond in writing within a reasonable time, confirming, reversing or modifying the determination. Our response is final and binding as between you and us, and the determination and its consequences continue to apply until we respond.
9.11 The merchant discount rate, fixed fee and any Cross-border Fee for a Klarna Transaction are earned when the Klarna Transaction is captured, and are not refunded, reduced or credited if the Klarna Transaction is refunded or reversed or becomes subject to a Claim Return.
10. Fees and settlement
10.1 You must pay us:
(a) the fees for Klarna Transactions set out in your Fee Schedule, being, for each Payment Program, a merchant discount rate (a percentage of the amount of the Klarna Transaction) and, where your Fee Schedule provides for one, a fixed fee per Klarna Transaction, together with the refund fee for each refund and the chargeback fee for each Dispute set out in your Fee Schedule;
(b) the Cross-border Fee for each Klarna Transaction to which it applies;
(c) all Klarna Fees, to the extent not covered by the fees set out in your Fee Schedule or by the Cross-border Fees; and
(d) the other fees published on the Klarna Fee Page, at the rates and on the terms set out there.
Fees are calculated on the gross amount of the Klarna Transaction, including any sales tax or VAT, and are exclusive of VAT and any similar tax, which you must pay in addition.
10.2 If Klarna makes available a Payment Program for which your Fee Schedule sets no rate, the rate for that Payment Program is the rate we notify to you or, until we do, the highest merchant discount rate and fixed fee set out in your Fee Schedule.
10.3 The fees published on the Klarna Fee Page are charged at the rates published from time to time. We may change the the fees published on the Klarna Fee Page by updating the Klarna Fee Page and giving you at least thirty (30) days' notice or, where the change reflects a change by Klarna and Klarna gives us less notice, as much notice as we reasonably can. Klarna Fees are charged at the amount Klarna charges, and a change to a Klarna Fee applies from the date on which Klarna's change takes effect, despite any notice period in the Agreement. We may recover Cross-border Fees and Klarna Fees by deduction from any amount due to you, by set-off, by debiting your settlement account or by invoice.
10.4 We may change the fees for Klarna Transactions set out in your Fee Schedule:
(a) to reflect any change by Klarna to its pricing, fees, Payment Programs, Customer Countries or settlement terms, by giving you at least thirty (30) days' notice or, if Klarna gives us less notice, as much notice as we reasonably can; and
(b) under clause 7.6, with effect from the date from which Klarna applies the relevant adjustment.
10.5 You are entitled to the benefit of a Klarna incentive or fee reduction only to the extent and for the period that Klarna requires us to pass it on to you, and only while you meet Klarna's criteria for it. Any microtransaction rate cap that applies to you is subject to Klarna's approval and ends without notice if Klarna withdraws it.
10.6 We will settle Klarna Transactions to you:
(a) only after we have received the corresponding settlement from Klarna in cleared funds;
(b) within the settlement period set out in your Fee Schedule; and
(c) in the Settlement Currency,
in each case net of our fees, Klarna Fees, Claim Returns, refunds, holds, reserves and any other amount you owe us. We are not liable for any delay or failure in settlement caused by Klarna. If Klarna extends its settlement period to us, or retains any amount, in relation to you, we may extend the settlement period to you, or retain the corresponding amount, for as long as Klarna does so.
10.7 We settle Klarna Transactions in the Settlement Currency you have chosen from the currencies we support. Where it differs from the currency in which Klarna settles to us, we convert the amount under clause 10.8.
10.8 Where a Klarna Transaction, any fee payable under these Klarna Terms, refund or Claim Return involves a currency conversion, the conversion is made at the rate that Klarna applies under the Klarna Rules or, where we carry it out, at the rate and with the commission that apply under the Agreement or, if the Agreement does not specify them, at a commercially reasonable exchange rate and mark-up that we determine. You bear all currency conversion costs, including any currency conversion difference on a Claim Return.
10.9 All amounts you owe in connection with the Klarna Payment Services, including fees, Klarna Fees, Claim Returns, Dispute holds and indemnity payments, are payable on demand. Our rights of set-off, debit, deduction, withholding, security, reserve and holdback under the Agreement apply in full to those amounts, and we may exercise them against any amount owed to you by us or by any other Nomupay Group Company, whether under the Agreement (including settlement of card transactions) or otherwise.
10.10 We may at any time require you to establish, maintain or increase a reserve, or withhold settlement of Klarna Transactions, in an amount we consider necessary to cover your actual and potential liabilities in connection with the Klarna Payment Services, including in respect of orders not yet fulfilled, expected refunds, open and expected Disputes and Claim Returns, and unpaid Klarna Fees.
10.11 Despite any provision of the Agreement that requires a reserve, holdback or other amount to be released or repaid within a fixed period after termination, we may retain any reserve, holdback and settlement funds relating to Klarna Transactions for as long as any Klarna Transaction remains capable of being disputed or of becoming subject to a Claim Return (which may be up to 540 days after capture) and, in any event, while any Dispute, Claim Return, retention by Klarna or proceeding relating to you remains open. We will review the amount retained at least every 180 days and release any part of it that we no longer reasonably require.
10.12 You must notify us in writing of any error or omission in any statement or report relating to Klarna Transactions within thirty (30) days after it is made available to you. If you do not, the statement or report is treated as accepted by you, and you bear the burden of proving any error or omission that you raise later.
11. Liability and indemnity
11.1 You are liable for, and must indemnify and hold harmless us, each other Nomupay Group Company and Klarna, and our and their directors, officers, employees and agents, on demand against, all losses, liabilities, damages, Claim Returns, Klarna Fees, fines, penalties, assessments, costs (including reasonable legal costs) and expenses arising out of or in connection with:
(a) any Klarna Transaction, Dispute, Claim Return or chargeback;
(b) any breach by you of these Klarna Terms, the Klarna Rules or applicable law;
(c) any breach of the prohibited and high-risk business requirements, or of any anti-money laundering, counter-terrorist financing or sanctions law or requirement, by you or anyone acting for you;
(d) any inaccurate, incomplete or misleading information that you provide or fail to update, including any resulting data integrity fee, merchant category code adjustment, reclassification or retroactive pricing adjustment;
(e) any misuse of Klarna's brand, the Klarna Portal, any token or any data obtained from Klarna, and any unauthorised access to a Customer's account with you;
(f) any fine, penalty or claim imposed by a Third Party Payment Option provider or an Issuing Bank as a result of your acts or omissions or of your level of chargebacks;
(g) any increase in the fees Klarna charges us, or any other measure Klarna takes against us, to the extent caused by your acts or omissions; and
(h) the acts and omissions of your employees, agents, delivery providers and other contractors, and any claim by a Customer relating to your goods or services.
11.2 Your liability under these Klarna Terms is not subject to any limitation or exclusion of liability in the Agreement or in any other agreement between you and us, including any negotiated limit or cap. Klarna Fees, Claim Returns and other amounts that Klarna charges to or recovers from us are direct losses for all purposes.
11.3 To the extent permitted by applicable law, and except to the extent caused by our wilful misconduct or gross negligence, we are not liable to you for any loss arising out of or in connection with:
(a) any act or omission of Klarna, any Third Party Payment Option provider or any Issuing Bank;
(b) any decision of Klarna on approval, underwriting, credit limits, Payment Programs, Customer warnings or blocking, Disputes, merchant category codes, eligibility or settlement;
(c) any unavailability, interruption, delay, error or degradation of the Klarna Payment Services, any Klarna interface or the Klarna Portal;
(d) any delay or failure by Klarna in settling funds to us;
(e) any change to the Klarna Network Rules (including the Klarna Rules); or
(f) any refusal, suspension, restriction or termination of your use of the Klarna Payment Services in accordance with these Klarna Terms.
11.4 The Klarna Payment Services and the Klarna Portal are provided to you “as is”. To the extent permitted by law, we exclude all representations, warranties and conditions in relation to them. Any liability we have in connection with the Klarna Payment Services is subject to the limitations and exclusions of liability in the Agreement. Nothing in these Klarna Terms excludes or limits any liability that cannot be excluded or limited under applicable law.
12. Klarna's rights
12.1 Klarna may enforce directly against you each provision of these Klarna Terms, and of the Klarna Rules as incorporated by them, that confers a right or benefit on Klarna or imposes an obligation on you for Klarna's benefit, including clauses 3.4, 4.7, 5, 6, 7, 8.5, 9.1, 11.1, 13 and 14.
12.2 This clause 12 applies despite any provision of the Agreement that excludes or limits the rights of third parties, including any provision stating that the Agreement does not confer rights on any person other than its parties, or excluding rights under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) or any similar law. Where the Agreement is governed by a law under which a contract may confer rights on a third party by a stipulation in its favour, this clause 12 is a stipulation in favour of Klarna, which Klarna may accept and enforce in accordance with that law.
12.3 Subject to the Klarna Rules, we and you may amend, suspend or end these Klarna Terms, or any right of Klarna under them, without Klarna's consent.
12.4 Except as set out in this clause 12, no person other than you, us and any Nomupay Group Company entitled to exercise our rights has any right to enforce these Klarna Terms.
12.5 You acknowledge that your commercial relationship in respect of the Klarna Payment Services is with us, and that Klarna has no liability or obligation to you in respect of those services except as expressly set out in the Klarna Rules.
13. Data protection and confidentiality
13.1 You authorise and instruct us to collect, use and disclose to Klarna (and, where required, to other members of the Klarna group, Third Party Payment Option providers and Issuing Banks) all personal data and other information relating to you, your representatives, Customers and Klarna Transactions that Klarna requires to provide the Klarna Payment Services, to carry out due diligence, risk, fraud, Dispute, compliance and regulatory processes, and to meet the requirements of the Klarna Network Rules.
13.2 You and Klarna act as separate and independent controllers of Customer personal data, and the data protection appendix to the Klarna Rules, including the standard contractual clauses incorporated in it where they apply, governs the sharing of personal data between you and Klarna. We act as an independent controller of the personal data we process in providing the Klarna Payment Services, including when we disclose it to Klarna. We are not responsible for Klarna's processing of personal data.
13.3 You must ensure that you have a lawful basis for sharing Customer personal data with us and Klarna for the purposes in clause 13.1, that your privacy notices disclose that sharing, and that you give any notice and obtain any consent that applicable law or the Klarna Rules require (including in relation to tracking technologies). You must inform your representatives and employees whose personal data is shared with Klarna that Klarna will process it in accordance with its partner privacy notice.
13.4 You must not share with us or Klarna, including in any line-item or order description, any personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs or trade union membership, or any genetic data, biometric data processed to uniquely identify a person, data concerning health, or data concerning a person's sex life or sexual orientation.
13.5 You may use personal data obtained from Klarna, or through the Klarna Portal, only as the Klarna Rules permit for the Klarna Payment Services and the other Klarna products we have enabled for you. You must not use it to promote offers to, or otherwise approach, a Customer because the Customer uses Klarna, and you must delete it without undue delay when Klarna or the Customer asks, where applicable law permits.
13.6 This clause 13 applies despite any provision of the Agreement that restricts the collection, use or disclosure of Customer, cardholder or transaction data, personal data or confidential information, including any prohibition on disclosure to third parties. A disclosure to Klarna in accordance with these Klarna Terms is not a breach of any confidentiality obligation in the Agreement.
13.7 You must keep confidential, in accordance with the Klarna Rules, any confidential information you receive from or about Klarna in connection with the Klarna Payment Services.
14. Klarna marks, marketing and the Klarna Portal
14.1 You may use Klarna's names, logos and other marks only to present the Klarna Payment Services as a payment option in your sales channels, and only in accordance with Klarna's brand guidelines and the Klarna Rules. You must:
(a) display the Klarna Payment Services, including the Klarna logo and payment method badge, prominently and with at least equal visibility to other payment methods, as Klarna's integration guidelines require;
(b) advertise the Klarna Payment Services only through Klarna's on-site messaging tools or Klarna's pre-approved marketing assets, unless Klarna has given its prior written approval;
(c) confine any marketing of the Klarna Payment Services to promoting their use to buy your goods or services, and comply with all laws on the promotion of credit and payment products and with any country-specific Klarna guidelines; and
(d) not use any sign, button or mark that could be considered confusingly similar to a Klarna mark, and stop using Klarna's marks immediately when we or Klarna require.
14.2 You grant Klarna a non-exclusive, non-transferable, non-sublicensable, royalty-free, worldwide licence to use and copy your trade marks and logos in its sales presentations, websites and other marketing materials, for as long as you use the Klarna Payment Services, and you warrant that you are entitled to grant it.
14.3 You must comply with the Klarna Portal terms in the Klarna Rules. In particular, you must:
(a) ensure that your Klarna Portal credentials are used only by your designated individuals and are not shared with any other person, including any other company in your group;
(b) prevent unauthorised use of your credentials, and keep an access log of the employees, representatives and subcontractors who have access to the Klarna Portal, which you must give to us or Klarna on request;
(c) verify each Customer's identity, as the Klarna Rules require, before making any change in the Klarna Portal;
(d) not export any personal data from the Klarna Portal, or use any data accessible through it for any purpose other than managing your relationship with the Customer;
(e) notify Klarna without undue delay at dataprotectionofficer@klarna.com, and notify us at the same time, of any serious interruption of operations, any suspected personal data breach (including one relating to your credentials) and any other irregularity in the processing of personal data; and
(f) inform Klarna immediately of any request you receive from a data subject or supervisory authority relating to Klarna's processing of personal data, and assist Klarna in responding to it.
14.4 You are fully responsible for any content you upload or share through the Klarna Portal. By uploading, modifying or sharing content through the Klarna Portal, you grant Klarna a royalty-free, exclusive, irrevocable and worldwide right to use and display that content to deliver its services or otherwise fulfil its obligations, and you agree that Klarna may remove any such content.
14.5 You must indemnify and hold harmless Klarna and us against all losses, damages, claims and costs arising out of or in connection with any breach of your obligations relating to the Klarna Portal.
15. Changes
15.1 Changes to the Klarna Rules bind you as set out in clause 3.2.
15.2 We may amend these Klarna Terms, the Klarna Fee Page and the parts of your Fee Schedule that relate to Klarna Transactions to reflect, implement or comply with:
(a) any change by Klarna to the Klarna Network Rules or to its pricing, fees, Payment Programs, Customer Countries, settlement terms or other requirements; or
(b) any requirement of Klarna, a regulator or applicable law,
by publishing the amended version and notifying you. The amendment takes effect on the date on which the relevant change or requirement takes effect (or on any later date we specify), even if this gives you less notice than the Agreement would otherwise require.
15.3 Changes required by Klarna to its prohibited jurisdictions, regions or businesses, and any risk, fraud, security, sanctions or compliance measure that Klarna requires to be implemented immediately or at short notice, take effect immediately when we notify them to you or publish them.
15.4 Any other amendment to these Klarna Terms is made in accordance with the amendment provisions of the Agreement.
15.5 If you continue to submit Klarna Transactions after an amendment takes effect, you are treated as having accepted it. If you do not accept an amendment, your only remedy is to stop using the Klarna Payment Services by notice to us before it takes effect, which does not affect any right or obligation that has already arisen.
15.6 If applicable law requires a longer notice period for an amendment and that requirement cannot be excluded by agreement, the amendment takes effect at the end of the minimum period. Until then, we may suspend your use of the Klarna Payment Services to the extent necessary to comply with Klarna's requirements.
15.7 Each version of these Klarna Terms is identified by its version number and date. Previous versions are available on request.
16. Governing law and disputes
16.1 As between you and us, these Klarna Terms, and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with them, are governed by the law, and subject to the dispute resolution provisions, that apply to the Agreement.
16.2 As between you and Klarna, any dispute, controversy or claim arising out of or in connection with the Klarna Rules, including any claim by Klarna under clause 12, is governed by the law, and is to be resolved in the forum, that the Klarna Rules specify for the relevant Customer Country.
16.3 Clause 16.2 does not affect the law or forum that applies between you and us.
17. General
17.1 Any provision of these Klarna Terms that by its nature is intended to survive, including clauses 3.4, 4.7, 5, 6.2(b), 7.6, 8, 9, 10.6 to 10.12, 11, 12, 13, 14.3 to 14.5, 16 and this clause 17, survives the end of your use of the Klarna Payment Services and the termination of the Agreement until no Klarna Transaction can be disputed or become subject to a Claim Return and all amounts owed have been paid.
17.2 We may give any notice under these Klarna Terms by email to the address you have given us, through your merchant account, or, where these Klarna Terms permit, by publishing it on our website. A notice given by email or through your merchant account is treated as received when it is sent or made available.
17.3 We may transfer any of our rights and obligations under these Klarna Terms to another Nomupay Group Company that Klarna has authorised to make the Klarna Payment Services available to you, by notice to you.
17.4 No force majeure or similar provision of the Agreement excuses any payment obligation of yours under these Klarna Terms.