General Terms and Conditions of AGORA ONLINE SERVICES ehf.

Agora Online Services ehf (AGORA ONLINE SERVICES) offers its contract partners ("Customers") the handling of electronic payments on the Internet by offering its Business Intelligence Platform (BIP) and the use of the necessary software to forward the payment transactions to the appropriate institutions. Customer may use this service in order to enable its own clients to make payments on the Internet for the goods/ services ordered from the Customer in Customers online-shop.

1. General

For all business relationships between AGORA ONLINE SERVICES and Customer the following General Terms and Conditions shall apply for access to the BIP, use of the software and all other offerings, goods and services of AGORA ONLINE SERVICES.

AGORA ONLINE SERVICES reserve the right to change these Terms and Conditions without prior notice.

Any terms and conditions of the Customer shall only apply to the extent they do not conflict with the following Terms and Conditions. This shall also apply if AGORA ONLINE SERVICES provides Customer with the goods/services unconditionally even if it is aware of the customer's conflicting or deviating terms and conditions.

Any references to "Institutions" in these General Terms and Conditions means banks and credit card institutions, who assume responsibility for collecting the receivables owed to the Customer by its own clients.

2. Scope of contract

AGORA ONLINE SERVICES offers electronic handling of payments via its Online-Payment-Service (BIP) and forwards the transactions to the appropriate Institutions. Access or connection to the BIP is effected via an interface to be programmed by the Customer. Therefore AGORA ONLINE SERVICES provides the Customer with specifications concerning the interface based on the software (interface information) and in this connection grants the Customer the right to use said interface information, either itself or with the aid of an appropriately skilled third party, during the term of the contract, to set up a connection to the BIP provided by AGORA ONLINE SERVICES and to use payment transactions.

The programming work required for connection to the BIP does not constitute part of this Agreement and falls solely within the Customer's sphere of responsibility. AGORA ONLINE SERVICES's performance obligation is limited to enabling the transmission of the data necessary for the transaction from a software and/or technical aspect, while the verification of any and all customer-related data is to be performed solely by the banks and is not contractual obligation incumbent on AGORA ONLINE SERVICES.


When using the BIP interface, payment transactions are routed to the BIP via the Customer. In so doing, the Customer shall be personally responsible for providing the requisite transmission security between the end-customer and the dealer. Said transmission security does not constitute part of this Agreement.

AGORA ONLINE SERVICES forwards the Customer's customers' payment data to the Institution for checking. For this the Customer shall send the requisite payment handling information relating to the customer to AGORA ONLINE SERVICES via an electronic data stream. Depending on the results of said check, the transaction shall be accepted or rejected. The Customer shall be informed of the results without undue delay. The period, within which the data is checked and the results notified, depends on the Institutions' customary practice as well as on the speed with which the data is transmitted, the lines and computers available. The result of the check does not constitute any guarantee of payment.

The following services do not constitute part of AGORA ONLINE SERVICES's:

• the connection and transmission of data between the Customer and customers; AGORA ONLINE SERVICES has no influence on this;


• the transmission of data in third party telecommunication networks. AGORA ONLINE SERVICES has no influence on the data traffic on the internet and assumes no responsibility for the availability and reliability of third party telecommunication networks or for transmission errors or for any alterations to data, which is to be transmitted, in third party telecommunication networks or systems; and


• the correctness of the content of the authorisation or blocking enquiry of the payment means used. The Institution or organisation which carries out the authorisation or blocking enquiry is responsible for the correctness of the results of the authorisation and/or blocking enquiry.

3. Scope of License

The right to use interface information and software granted to the Customer by AGORA ONLINE SERVICES in accordance with these Terms and Conditions is limited in time to the duration of the respective agreement, is non-exclusive and is non-assignable. The Customer shall be entitled to use the interface information to connect to the BIP and to store said data on its own system or on a system of the system provider commissioned by the Customer and to make back-up copies of said data. The interface information and the software may only be used in accordance with the specifications or contractual terms and conditions to be stipulated by AGORA ONLINE SERVICES and in effect from time to time.

The right of use granted to the Customer by AGORA ONLINE SERVICES is limited exclusively to handling payments on the internet.

The Customer shall not be entitled:

• to make the interface information, the software's source code or the product documentation available to third parties in any manner whatsoever,


• to process, copy, alter, merge or to compile the software's source code or object code, unless otherwise expressly provided in these Terms and Conditions,


• to decompile, disassemble or reverse engineer any object code form of any part of the software,


• to grant third parties any rights to use the interface information and/or the software, whether by renting, lending or by granting sub-licences, unless AGORA ONLINE SERVICES has given its express prior written consent,


• to disclose the software's source code to any natural person or legal entity,


• to copy the interface information, including any documentation which is available online, other than for the Customer 's own back-up purposes. In derogation of paragraphs (b) and (c), the Customer shall be entitled to reproduce a code or to translate a code form if this is essential in order to obtain the necessary information to make the software interoperable with other programmes. This shall not apply if the Customer has already been given the requisite information or the Customer does not limit itself to obtaining the information for the above purposes alone.

No other rights of use other than those stipulated in these Terms and Conditions are granted.

4. Maintenance of Software

AGORA ONLINE SERVICES shall either maintain the software on the BIP for the Customer itself or have it serviced by a commissioned third party during the term of the contract. Maintenance of the programming done by the Customer itself by means of the interface information is not included.

AGORA ONLINE SERVICES shall be entitled at any time, even without the Customer's consent, to alter the software (updates and/or new releases) or have the software altered. Such alterations are to be made by AGORA ONLINE SERVICES in such a way that the Customer is not restricted by the changes to the contractually warranted services. This shall have no effect on the validity of this Agreement.

5. Liability

AGORA ONLINE SERVICES warrants that it is entitled to grant the contractual use to third parties. AGORA ONLINE SERVICES must be informed of any contractual use by third parties. The Customer shall ensure that the interface information and software are used only in accordance with this contract. AGORA ONLINE SERVICES points out that, for technical reasons, it is not possible to guarantee permanent system availability. AGORA ONLINE SERVICES shall not be liable for any interferences which occur through telecommunication or internet providing when a connection is being established with the BIP (for example as a consequence of a line being congested).

AGORA ONLINE SERVICES´s warranty is limited to the removal of defects, which may be undertaken by subsequently remedying the defect or, at AGORA ONLINE SERVICES's option, by supplying a replacement. A right to reduce the price or to claim damages shall only arise if an attempt to remove the defect (subsequent remedy or supply of a replacement) has failed, which can only be presumed if, despite sufficient time to remove the defect, subsequent remedy or the supply of a replacement is unreasonable to expect or impossible or there are other justified reasons for doubting the prospects of success.

Besides, AGORA ONLINE SERVICES shall be liable for replacing data only if Customer has ensured that said data can be reconstructed from data material at a reasonable cost. AGORA ONLINE SERVICES shall not be liable if damage is due to the fact that a version of the software or interface information has been used which is no longer current or which has been unlawfully altered compared to the original version or because of an fault in the connection to the BIP, unless the Customer proves that the fault is due to circumstances, for which AGORA ONLINE SERVICES is responsible.

AGORA ONLINE SERVICES shall be liable for damage caused by its vicarious agents grossly negligently or intentionally. If a material contractual obligation is breached, liability for financial loss shall be limited in the case of slight negligence to the foreseeable, direct loss, as regards the nature of the damage, and to EUR 5,000.00 in terms of quantum. In all other respects liability is excluded.

AGORA ONLINE SERVICES shall, in particular, not be liable for any damage which occurs due to wilful misconduct or gross negligence of any action of Customer or Customers ´clients or of force majeure, riot, events of war and natural catastrophes or by other events, for which it is not responsible (e.g. strike, lock-out, traffic disturbance, official or governmental orders either at home or abroad). The exclusion of liability shall only apply within the frame it is permitted by law.

6. Payment

Fees to be paid shall be governed by the provisions of the current pricelist of the contract and and respective individual agreements. The Customer can only set off claims, which are undisputed or have become final and absolute, against AGORA ONLINE SERVICES's claims. The Customer shall have no right to exercise any right of retention.

The Customer must be given timely notice of any changes to the fee. Such changes shall become effective for the second settlement date following receipt of the notice of change. In the event that the Customer gives notice to terminate the contractual relationship before said date in accordance with the contractual termination provisions, the original unchanged fees shall remain effective for the remaining term of the contract.

A one-off installation/set-up charge in accordance with the price list shall be due and payable for the installation of the software. Installation and other technical work over and above the normal installation work shall be charged separately according to time spent and in accordance with the price list.

7. Customer's Obligations

The Customer shall set up and maintain in an operational condition the necessary hardware and software in accordance with AGORA ONLINE SERVICES's requirements without any costs or compensation for expenses.

The Customer shall provide AGORA ONLINE SERVICES with a reasonable amount of space on its server without costs or compensation for expenses. The space provided shall be used by AGORA ONLINE SERVICES for installing AGORA ONLINE SERVICES's own software as well as other software required to fulfil the obligations under this contract. The amount of the memory space required shall be determined by AGORA ONLINE SERVICES alone and can be adjusted by AGORA ONLINE SERVICES from time to time. The necessary memory space shall be subject to AGORA ONLINE SERVICES's sole control.

AGORA ONLINE SERVICES shall remain the sole and absolute owner of all rights in all of the software, data or other information which is installed on the Customer 's server. AGORA ONLINE SERVICES shall have the right to remove the aforementioned programmes and data at any time.

The Customer shall not receive any rights of its own to use the software installed on its computer, beyond the right to use it for handling payments, i.e. the Customer may not copy, transfer, publish or alter in any way the software installed by AGORA ONLINE SERVICES.

The Customer shall at all times make current back-up copies of the scripts and data installed by AGORA ONLINE SERVICES and required for the collaboration with AGORA ONLINE SERVICES. Said copies may not be stored on the web server itself, in order that a reconstruction is possible if any data is lost.

The Customer shall be obliged to advise its customers or contract partners that its goods/services are billed through AGORA ONLINE SERVICES acting as an agent of the Customer. In the event that the customer or contract partner raises any claims against AGORA ONLINE SERVICES out of the billing relationship, the Customer undertakes to indemnify and hold AGORA ONLINE SERVICES harmless, in the internal relationship between the Customer and AGORA ONLINE SERVICES, from and against all claims or demands.

The Customer shall be under an obligation to keep the quota and number of chargebacks as low as possible through suitable measures (call centres, support etc.).

In cases where a members' section or content section is offered, to which access is protected, the obligation to check the access authorisation shall be incumbent upon the Customer.

Customer shall be obliged to provide a valid and reachable email address to which AGORA ONLINE SERVICES can send notices during the contractual relationship. The Customer must notify AGORA ONLINE SERVICES of any change in its email address without undue delay. If it fails to do so, AGORA ONLINE SERVICES shall not be liable for any problems and disadvantages which the Customer may suffer.

The Customer undertakes to notify AGORA ONLINE SERVICES without undue delay of any intended discontinuance of its services as well as of any impending inability to pay as defined by Paragraph 18(2) of the German Insolvency Code (InsO).

8. IP rights

The Customer shall inform AGORA ONLINE SERVICES without undue delay if it becomes aware of a possible infringement of intellectual property rights. Likewise, AGORA ONLINE SERVICES shall inform the Customer without undue delay if it becomes aware of any infringements of intellectual property rights. If any claims have been asserted against the Customer or are expected, AGORA ONLINE SERVICES can, at its cost, modify or exchange the software to such an extent as can reasonably be expected of the Customer. In the event that it is not possible to do this or to obtain a right of use at a reasonable cost, either of the contract partners can extraordinarily terminate the agreement in writing without notice.

If the claims are based on programmes or data provided by the Customer or are based on the fact that the software and the data stock contained therein have been used in a version which is not a valid, unaltered original version of the licensor or has been used to an extent which does not fall within the scope stipulated in these Terms and Conditions, AGORA ONLINE SERVICES shall have no obligation.

9. Indemnification

The Customer undertakes to indemnify and hold AGORA ONLINE SERVICES harmless, in the internal relationship between the Customer and AGORA ONLINE SERVICES, from and against any and all claims by third parties, which are based on any tortious act by the Customer or errors in the content of the information provided by the Customer or in the internet domain used by the Customer. This shall particularly apply in respect of any copyright or trademark infringement or breach of data protection or competition and other violations of statutory provisions.

10. Sub-Licences

Sub-licences can in principle only be granted with the prior written consent of AGORA ONLINE SERVICES and if Customer has agreed in writing to accept these Terms and Conditions. The Customer undertakes towards AGORA ONLINE SERVICES to provide written evidence of this before connecting the dealer and to inform the dealer about the terms of use. Otherwise the Customer shall be liable for damage thereby incurred.

11. Compliance with Statutory Provisions

Customer undertakes to strictly ensure that its goods/services comply with the statutory provisions. In particular, the Customer shall not offer any pornographic content, unless is guaranteed by means of sufficient technical obstacles that minors are prevented from obtaining access.

The Customer shall ensure that no unlawful content is displayed, in particular reference is made here to the prohibition of disseminating pornographic publications, which have acts of violence, sexual abuse of children or sexual acts by humans with animals as their subject, or publications which glorify violence or any other content which is in not legally allowed in the country where Customer or its clients are situated.

The Customer shall also be under a duty not to publish any false or misleading statements about its goods/services in any manner whatsoever, and in particular when offering content on the internet which are subject to a charge, to mark such services with notices of the charges and not to offer them as "free content".

The Customer shall not carry out any spamming campaigns.

In the event of any breach of the above rules AGORA ONLINE SERVICES shall be entitled to terminate the contractual relationship with the Customer without notice at any time and to break-off the connection with the AGORA ONLINE SERVICES BIP without prior notice. In the event of any breach of the above rules, the Customer shall be under a duty to compensate AGORA ONLINE SERVICES for the damage incurred and must, in the internal relationship, indemnify and hold AGORA ONLINE SERVICES harmless from and against any claims by third parties.

12. Confidentiality

The Customer and AGORA ONLINE SERVICES undertake to maintain both the business secrets and the confidentiality of customer data of the respective other party. The parties further undertake to treat all data and information which become known from the deal which is the subject matter of the agreement as confidential, to use such data and information only within the parameters of the existing agreement and not to make any such data and information available to third parties. This provision shall not apply to cases where the respective party is under a statutory obligation to pass on the information.

13. Data security

The Customer declares that it is in agreement that the customer data is checked within the parameters of the statutory provisions for the billing purposes of third parties (so-called scoring partners). If any such check requires the consent of the customer, the Customer shall accordingly obtain such consent.

The parties further undertake to guarantee and maintain reasonable data protection for the purposes of the applicable data protection provisions and to ensure confidentiality, availability and correctness of the data. The parties shall particularly be obliged to reasonably protect their system, in a manner which is in keeping with the latest technical developments, against unauthorised and accidental destruction, accidental loss, technical faults, falsification, theft, unlawful use, unauthorised modification, copying, access and other unauthorised treatment.

14. Term and termination

The contract shall initially be for a term of 12 months and shall be then unlimited until terminated by either party within one month prior notice by email.

This shall be without prejudice to the right to terminate the contract by email immediately for good cause without any prior notice. Following causes are especially good causes for AGORA ONLINE SERVICES

• a breach by the Customer of statutory provisions, in particular provisions for the protection of young persons or relating to the portrayal of violence or
• any modification, copying or passing on of the software installed by AGORA ONLINE SERVICES unless AGORA ONLINE SERVICES has authorised such modification, copying or passing on in writing, or
• a manipulation of ordering, in particular simulating orders which do not actually exist, or
• the intention of the Customer to discontinue its goods/services, or
• in the event of any unauthorised interference in the BIP by the Customer or
• the Customer's impending inability to pay after a reminder by email to pay

Notice of termination by Customer shall be deemed to have been given when AGORA ONLINE SERVICES has received its notice of termination in the above-mentioned form and AGORA ONLINE SERVICES has taken actual notice of the notice of termination.After termination ore expiration of the Agreement, Customer must stop using the software and must return the interface information provided and must delete all copies made.

15. Miscellaneous

In view of the large number of contracts with Customers, AGORA ONLINE SERVICES shall, in order to simplify and speed up its business dealings, be entitled to amend the agreement concluded here by unilateral declaration towards the Customer in writing or by email. The amendment shall become effective if the Customer does not object to the notice of amendment within two weeks of having received it. In the event of a notice of amendment, AGORA ONLINE SERVICES undertakes to point out to the Customer the particular significance of its conduct after receipt of the notice.

For each breach of the above regulations by the Customer, the Customer undertakes to pay AGORA ONLINE SERVICES a contract penalty of € 10,000 per breach of contract. This shall be without prejudice to the right to claim any further damages.

AGORA ONLINE SERVICES shall be entitled to engage third parties to fulfil its obligations arising out of this Agreement. AGORA ONLINE SERVICES can demand that certain processing steps be carried out either in whole or in part with AGORA ONLINE SERVICES directly. AGORA ONLINE SERVICES is further entitled to assign rights and duties under this Agreement to third parties.

Any side agreements, amendments or additions are required to be in writing in order to be effective.

In the event that a provision of this Agreement is or becomes void or impracticable or in the event that it transpires that this Agreement contains a gap, this shall not affect the validity of the remaining provisions of this Agreement. The parties shall use their best efforts to replace the void or impracticable provision or to fill the gap with a valid and practicable provision which, to the extent legally possible and permitted, comes closest to that which the parties would have agreed when they concluded this Agreement had they been aware of the necessity for a suitable regulation.

Every agreement between AGORA ONLINE SERVICES and the Customer shall be governed by German law. The place of performance and jurisdiction shall be Duesseldorf.

Terms and Conditions Credit Card Handling

1. General

The following Terms and Conditions on credit card handling shall apply in addition to the General Terms and Conditions of AGORA ONLINE SERVICES.

2. Obligations of Customer

The Customer is fully responsible for the contents of its website and for the contents and accuracy of all the advertising and advertisements appearing on its website. The Customer is also fully liable for any promotions, whether appearing on the Customer's site or otherwise, proffered or offered by the Customer in reference of any of the Customer's offerings. The Customer hereby certifies to AGORA ONLINE SERVICES that the Customer is the owner or that the Customer has full control and the legal right and authority to use, utilize or disseminate all information, data, graphics, text, video, music or intellectual property which either forms a part of the Customer's website or is in any way or manner incorporated into the Customer's website, which is provided by the Customer to its customers, or those accessing the Customer's website or, which is otherwise used or utilized by the Customer in its advertising or promotion, be same done or provided on the Customer's site or otherwise.

The Customer agrees to indemnify and hold harmless AGORA ONLINE SERVICES and/or its employees, officers, agents, directors or successors, from any and all fines, penalties, losses, claims, expenses, or other liabilities, resulting from or in connection with this Agreement. AGORA ONLINE SERVICES assumes no liability of the Customer for the Customer's failure to follow and adhere to the terms of this Agreement.

The Customer acknowledges and agrees to reimburse and make AGORA ONLINE SERVICES whole for any and all legal fees and costs incurred by AGORA ONLINE SERVICES in reference to or in any manner arising out of the Customer's utilization of its site or arising out of the Customer's obligations under this Service Agreement, said claim being rightfull or wrongfully asserted against AGORA ONLINE SERVICES. This obligation of the Customer shall arise and bind the Customer regardless of whether or not litigation against AGORA ONLINE SERVICES is actually instituted by a third party, and shall include all sums paid by AGORA ONLINE SERVICES, its sole judgement and discretion, to any third party to comprises an asserted claim prior to the commencement of litigation, or during litigation, or to satisfy any monetary judgement against AGORA ONLINE SERVICES or sums advanced by AGORA ONLINE SERVICES to allow it to comply with any injunctive directive of a court order or of a settlement.

The Customer promises that only transactions coming from the named website will be processed through the BIP and no other business activity from other non-related sites will be processed through this platform.

3. Payments

The Customer declares that it is in agreement that the sales proceeds transferred by the credit card institution be credited to an account held by AGORA ONLINE SERVICES.

Said sales proceeds shall be disbursed to the Customer by bank transfer or other means suitable to the Customer in accordance with the respective disbursement period and less the following amounts:

• agreed percentage of total turnover, as a handling fee, and the transaction costs in accordance with the price list in effect from time to time and/or
• return debits (also charge backs, i.e. return debits of the sums disbursed because of an objection raised by the credit card holder to the debt and/or credits and/or cancellation) and fees in connection therewith in accordance with the price list in effect from time to time.
• bank charges for foreign transfers and/or transfers to foreign currency accounts.
• costs because of currency fluctuations when transfers are made to non-European countries abroad or to foreign currency accounts.

The disbursement period shall be in accordance with the separately agreed provisions.

The minimum payout shall be Euro/USD 1,000.00. Payouts, which lie below this disbursement limit, shall be accumulated and shall not be disbursed to the Customer until said limit is exceeded.

The Customer can inspect the accounting data concerning it online. Only payment data, which AGORA ONLINE SERVICES has marked as final, shall be valid. If the Customer wishes to have a statement apart from the statement, which can be read online, the Customer shall be separately invoiced for the work involved.

4. Charge Backs

Since AGORA ONLINE SERVICES can generally be directly liable towards the credit card institution for reverse entries, charge backs and penalties of the Customer, the Customer agrees that all reverse entries, charge backs and penalties by the respective credit card institution be charged on to the Customer by AGORA ONLINE SERVICES. For this purpose AGORA ONLINE SERVICES can fully offset any reverse entries/ charge backs/ penalties deducted from it against the Customer's credit balance to be disbursed.

Irrespective of the credit card institution's penalties, the Customer shall directly owe AGORA ONLINE SERVICES increased charges because of any charge back quotas etc., which are too high in accordance with the price list in effect from time to time. If the credit card institution for the same incident imposes a penalty, the increased charge owed to AGORA ONLINE SERVICES shall be offset against it.

If it has to be presumed that the Customer has to pay a penalty to a credit card institution, AGORA ONLINE SERVICES can demand that the Customer pays a sum in advance equivalent to the expected penalty.

If the Customer has made false statements, the Customer shall be under an obligation to pay an additional handling fee of Euro/USD 2.00 per transaction for each transaction made using the false statements. In addition for any such case AGORA ONLINE SERVICES reserves the right to book back the corresponding transactions (reverse entry) subject to a charge.

If the Customer does not have a credit balance, which can be offset, the Customer must pay AGORA ONLINE SERVICES the amount claimed by it within 2 weeks after notification by AGORA ONLINE SERVICES. The Customer retains the right to prove that it or its customers did not cause the reverse entries deducted by AGORA ONLINE SERVICES.

As security for the reverse entries, an agreed percentage of the total turnover generated by the Customer shall be withheld by AGORA ONLINE SERVICES (holdback) and shall not be disbursed to the Customer until the expiry of the agreed holdback period, at the most, however, after the expiry of 180 days.

This shall be without prejudice to AGORA ONLINE SERVICES's right to claim any damages, which were not covered by the holdback, in and out of court.

5. Miscellaneous

AGORA ONLINE SERVICES shall have the right to change the amount of the disbursement and/or the disbursement period if

• the Customer¹s charge back risk is greater than allowed by the Credit Card Institutions or has actually increased by more than 3% compared to the previous month;
• the Customer's turnover has dropped significantly;
• or the Customer has terminated the Agreement.

AGORA ONLINE SERVICES shall determine the disbursement quota exercising equitable discretion.

AGORA ONLINE SERVICES shall have the right to cancel the disbursement to the Customer if the bank/ credit card institution stops transferring the sales proceeds, no matter for what reason.

AGORA ONLINE SERVICES may delay the disbursement to the Customer if and until all application documents have been provided completely and to the satisfaction of AGORA ONLINE SERVICES.


Copyright 2008, all rights reserved AGORA ONLINE SERVICES Services ehf., Sundargardar 2, 104 Reykjavik, Island.