Merchant Terms & Conditions to Billie x Mollie Services

The Parties Mollie and Merchant hereby enter into additional terms and conditions (the “Billie Terms EU”) to the existing Mollie User Agreement between the Merchant and Mollie in order to enable the Merchant to offer Purchase upon Invoice (Rechnungskauf) powered by Billie (“Billie Services”) to its business buyers in Billie supported markets via Mollie and via Klarna. The Parties agree that in relation to the Billie Services these Billie Terms EU form part of the Mollie User Agreement and the Parties agree that apart from the specific terms and conditions stated in these Billie Terms EUs, the Billie Terms EU shall not affect the Mollie User Agreement.

Billie Services are available for business buyers in the countries listed on the Mollie website. Mollie will notify the Merchant of the availability of Billie Purchase upon Invoice in additional countries via the Mollie Dashboard.

The provision of Billie Purchase upon Invoice is subject to Billie's approval of the Merchant's onboarding to Billie via Klarna and Mollie.

1. Offering of Billie Services

Mollie cooperates with Klarna Bank AB, who distributes the Billie Services. Billie GmbH is a financial service provider specialized in factoring services and located at Charlottenstraße 4, 10969 Berlin (“Billie”). Upon using the Billie Purchase upon Invoice, the Merchant agrees to sell and transfer any original receivable against a buyer for the purchase of goods or services for which the buyer has chosen the Billie Services (“Claim”) including Ancillary Rights to Mollie (cf. below at Clause 3). Mollie will then sell and transfer the Claim to Klarna Bank AB, which will in turn sell and assign the Claim to Billie.

In order to be able to acquire and assign this Claim, it is necessary for Mollie to share data of the Merchant for the registration and, if necessary, identification process with Billie, as well as data relating to the business customer's specific transaction, all subject to the following terms.

The Billie Services are only available to Merchants whose customers are businesses within the meaning of the respective country-specific legal regulations at the location of their registered office and who order goods or services in the online shop of the Merchant (“Customer”). The Merchant warrants that the Billie Services are only offered to businesses (as further specified in the Klarna Integration Guidelines).

The terms or annexes to the Merchant’s cooperation agreement with Klarna regarding tele orders shall apply accordingly to the use of Billie’s Services.

2. Transfer of Claims

If a Customer selects the Billie Services in the Merchant’s checkout process, Billie will evaluate the Customer's creditworthiness. For this purpose, the Merchant transmits various data fields agreed between the Parties to Mollie, including the name and registered office or address of the Customer, the amount of the invoice, the contents of the shopping cart, if applicable, and the order details and history. Mollie shares this data with Billie via Klarna so that Billie can perform the credit check of the Customer. If this check is positive, the Merchant sells the Claim from this Customer to Mollie and assigns the Claim to Mollie. Mollie immediately resells this Claim to Klarna and assigns the Claim to Klarna. Then, Klarna resells this Claim to Billie and assigns the Claim accordingly to Billie. To this end, Mollie shares the information provided by the Customer on the Merchant's checkout page or Billie Widget with Billie (via Klarna). Billie is entitled to disclose the chain of assignment of the Claim to the Customer.

In case a Customer selects the Billie Services via Mollie via Klarna and Billie accepts the authorization for a transaction towards Klarna, the Merchant creates an Order Call to Mollie by which the Merchant offers to sell and assign the respective Claim to Mollie. If Mollie responds with success, Mollie accepts the sale and assignment of such Claim towards the Merchant. Claims are sold at nominal value and with all Ancillary Rights. Ancillary Rights are (1) all rights for any securities and collateral securing the relevant Claim, (2) claims arising from insurance contracts of the Merchant in relation to the Claim such as transport and deficiency insurance claims (3), all rights of the Merchant arising from an extended reservation of title, in particular, the Customer's claim from a resale, (4) in the event of insolvency of the Customer, the Merchant’s right to request the insolvency administrator to exercise its rights, (5) claims of the Merchant arising from a current account relationship between the Merchant and the Customer on the balance claim resulting in favor of the Merchant at the closing of the account up to the amount of all claims of Billie against the Merchant. Mollie will then sell and transfer the respective Claim to Klarna and Klarna will sell and transfer the respective Claim to Billie. The Merchant expressly consents to the sales and assignments of the Claim as per Section 2 and 3 of these terms.

The Claims are sold and assigned without recourse, i.e. Mollie assumes the risk that the Customer is not able to pay the invoice. However, in case of refunds initiated by the Merchant or standard return rights, or any other case where the Claim does not meet the applicable Klarna Ethical Guidelines or an equivalent thereof and claim requirements, Mollie has a right to re-sell and re-assign the relevant Claim(s) to the Merchant.

2.1 Invoicing Service

Billie will prepare and send to the Customer a payment information or payment request and a cancellation invoice in the event of cancellations, refunds or the like after the acquisition of the Claim. The Merchant shall provide Billie via Mollie and Klarna with all necessary information such as company name, registered office, order number as well as the shopping cart and order value, VAT number of the Merchant as well as the Customer and VAT rates (together Payment Information Data) via Mollie API for the creation of payment information, payment requests or cancellation invoices by Billie. The Merchant warrants the accuracy of the Payment Information Data submitted to Mollie in this regard. Neither Mollie, Klarna nor Billie validate the transmitted Payment Information Data. The payment information or request for payment or cancellation invoice are not VAT-compliant invoices. The Merchant remains responsible for creating VAT-compliant invoices.

2.1.1 Mollie can provide invoicing services regarding Claims for the Merchant or offer additional services in connection with the sending of invoices to the Customer. If the Customer chooses such a service, Mollie may subcontract such service to Billie, if Billie provides such services.

2.1.2 If a customer makes a payment towards a Claim to the Merchant, the Merchant is obligated to trigger a refund for that Claim.

2.2 Claim Requirements

When using the Billie Services, the Merchant may only offer Claims to Mollie which meet the following additional requirements:

a. The respective Customer is a business in the sense of the respective country-specific legal regulations at the location of their registered office.

b. It is not a Claim vis-à-vis a related company. A related party is any company that has an interest in the Merchant, or in which the Merchant has an interest, or in which a shareholder of the Merchant has an interest, or whose agents are identical in whole or in part to those of the Merchant. The type of interest or participation is irrelevant, even an indirect participation is sufficient.

c. The service invoiced to the Customer by the Merchant does not consist of any weapons within the meaning of the relevant weapon laws, including parts thereof, accessories and ammunition of the Country in which the Customer has its location of their registered office.

d. The Merchant has provided Mollie with all required data fields in relation to the Claim, in particular information about the ordered goods and/or services, as well as the Customer's name, registered office and e-mail address.

2.3 Specific requirements of the Merchant relating to the Claim

2.3.1 The Merchant will send Mollie or Billie all invoice documentation (in particular the contract, order, order confirmation and delivery note, proof of posting, payment advice) immediately upon request. The Merchant will provide reasonable support if Mollie or Billie are unable to match a Customer's payment.

2.3.2 Mollie will provide the Merchant in each case with Model Clauses (Appendix 1) for the Merchant's own General Terms and Conditions, which will become the basis of the claim against the Customer.

2.3.3 Mollie Model Clauses will be linked in Billie's Checkout-Widget with a reference to the Customer that these are the Merchant's own Terms and Conditions in relation to Billie Services, so it is generally not mandatory for the Merchant to include the Model Clauses in their Terms and Conditions. The Merchant expressly authorizes Billie to link to the Model Clauses in the Billie Checkout-Widget and to display them to Customers as part of its Merchants Terms and Conditions. Billie expressly does not enter into a contractual relationship with the Customer by linking the Model Clauses as part of the Merchants Terms and Conditions in Billie’s Checkout-Widget.

2.3.4 Swedish Merchants and Merchants that have Swedish Customers assure that they have integrated the Model Clauses into their General Terms and Conditions.

2.3.5 The Merchant shall, at its own cost and using its best efforts, support Mollie or Billie in enforcing the Claim and all rights and claims derived from it. Upon request by Mollie, which can also be made by Billie on behalf of Mollie, the Merchant will provide Mollie and/or Billie with all additional documents required to carry out the dunning process against the Customer and provide all relevant information within one week.

2.3.6 The Merchant will inform Mollie immediately about the receipt of any payments by Customers in relation to Claims.

2.4 General responsibilities of the Merchant

2.4.1 The Merchant shall inform Mollie of all circumstances of which it becomes aware which relate to the risk of a Customer's insolvency and the risk of an assigned Claim not being able to be recouped. This applies in particular to agreements and circumstances from which counterclaims by the Customer may arise. The Merchant is also obliged to provide Mollie or Billie with comprehensive support in answering questions and/or clarifying ambiguities regarding all points relating to the Claim and its implementation. This applies in particular if Mollie or Billie have reason to believe that purchased Claims do not exist or do not fully exist. If sufficient clarification is not possible based on the information provided by the Merchant, the Merchant shall use reasonable efforts to establish contact between Mollie and the Merchant’s tax consultant, auditor or any other person who keeps the Merchant's accounts or prepares or checks the annual financial statements in order to provide Mollie with the relevant information. Following prior information of the Merchant on the part of Mollie, the Merchant will release the advisors from their duty of confidentiality towards Mollie to the extent necessary to answer Mollie's questions.

2.4.2 If the Merchant does not meet its obligations to pay the sales tax for an assigned claim and the tax office claims Mollie to pay the sales tax portion in accordance with § 13 c UStG, the Merchant is obliged to reimburse this amount to Mollie.

2.4.3 The Merchant undertakes to effectively retain title to delivered goods vis-à-vis the Customer until payment of the assigned claim.

2.4.4 The Merchant shall follow the relevant Billie specific implementation guidelines.

2.5 Assignment of the Claim

Mollie is entitled to transfer all or part of its Claims against the Merchant and/or the Customer to third parties and to pass on the information and documents required for this relating to the purchase of receivables contract to third parties including refinancing and collection partners. In particular, information about the Customer (e.g. name, address, commercial register number, date of birth, activity or comparable data), information about the Claim (e.g. amount or due date) and information about the Merchant and documents that are necessary for the collection of the Claim may be transmitted and are relevant. This provision applies accordingly to Klarna and Billie after the sale and assignment of the Claim by Mollie.

2.6 Support

2.6.1 Billie's technical support is available for all questions from the Merchant and the Customer about Billie Purchase upon Invoice and to solve any problems when selecting Billie Purchase upon Invoice. Support can be reached during normal business hours (Monday to Friday, 9 a.m. to 5 p.m., except on Berlin public holidays). Billie will work with the Merchant to the extent reasonable and possible to rectify and prevent the disruption in the future.

2.6.2 Mollie is entitled to have Billie provide support for Customer questions about the ordering process, any ordering or order limits, as well as errors and interruptions in the ordering process. The same applies to questions from Merchants about ordering processes and the technical integration of Billie Purchase upon Invoice, which are managed by Billie (e.g. "widget"), and the execution of dispute management according to the applicable dispute management process agreed between Klarna and Mollie. Mollie has the right to transmit incoming inquiries that it receives to Billie electronically (via Klarna as the case may be). The Merchant will inform the Customers in an appropriate manner about the division of support between Mollie and Billie.

3. Billie Buyer Portal

Mollie may offer Billie Buyer Portal services for Merchants’ Customers (also called Buyers) via Klarna. The Billie Buyer Portal services means certain post-purchase services such as display of all Buyer orders or invoices that a Buyer handles or receives via Billie and corresponding order payment statuses across various Merchants, change of payment methods e.g. wire transfer, direct debit or credit and payment terms which may be extended in the future; all subject to successful identification and risk scoring of the Buyer by Billie. Modifications of payment methods and terms will be subject to a successful identification and risk scoring of the Buyer by Billie according to its risk policies. Billie determines the features available via the Billie Buyer Portal including but not limited to the concrete payment methods and terms offered to Merchant’s Buyers. A Buyer may access the Billie Buyer Portal following the purchase of goods or services in the following ways or other ways subject to Billie´s discretion:

a. via a link (limited validity) sent to the Buyer’s email used for using Billie Services and successfully completing a transaction with an Integration Merchant, the Buyer subsequently needs to confirm the link access using the email address in accessing the Buyer Portal or;

b. the Buyer may request an access link (limited validity) via the Buyer Portal website using the email address used when using Billie Services. The Buyer‘s access does not require integration of the Buyer.

4. Data storage, usage and transfer

4.1 When using the Billie Services, the Merchant and the Customer transfer data about the Merchant, the Customer and the shopping cart by entering data on the Merchant’s website or using website components made available by Mollie. Depending on the Customer, this data may also contain personal data. Mollie is entitled to store and process this data for the purpose of processing the order as part of the Billie Services. The Merchant agrees that Mollie shares with Klarna and Billie the personal data held about it (contact data, registered office, etc.). The applicable Privacy Policies and data protection regulations apply, are available at https://www.mollie.com/privacy.

4.2 In order to use the Billie Services, data must be transferred from Mollie to Klarna and Billie. In addition, Billie itself collects data through website components hosted by Billie (e.g. "widget"). The data transfer from Mollie to Klarna and further to Billie as well as the data processing and storage at Billie is required to offer the Billie Services. Klarna’s privacy policy for Customers is available at https://www.klarna.com/international/privacy-policy/. Billie’s privacy policy for Merchants and Customers is available at https://www.billie.io/en/privacy-policy.

4.3 The Merchant undertakes to expressly inform the Customer during the ordering process of data storage, processing and transmission to Mollie, Klarna and Billie, with reference to the respective data protection regulations.

5. Miscellaneous

5.1 Mollie reserves the right to amend these Billie Terms EU. The notification thereof can be made in writing, by email or via the Mollie Dashboard. The amendments will enter into effect one (1) months after notification, unless stipulated otherwise. If you do not wish to agree to these amendments, you will be entitled to terminate your use of the Billie Services.

5.2 In addition to the provisions of the Mollie User Agreement, Mollie is entitled to suspend the Merchant and/or terminate the Billie Terms EU if either or all of Mollie, Klarna and/or Billie learn or reasonably suspect have a reasonable suspicion of the Merchant to:

a. not have operated or not operating its business in accordance with Merchant and Claim Selection Criteria in light of Klarna and Billie being regulated entities a licensed institutes which needs to ensure that the Billie Services are not used in relation to sale or marketing of illegal or unethical products and services; or

b. have breached or breaching the Billie Terms EU; or

c. have acted or acting fraudulently; or

d. have colluded or colluding to the detriment of Mollie, Klarna and/ or Billie. The same applies if the Merchant is disqualified.