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Partner Terms and Conditions for Vipps MobilePay

Partner terms and conditions

These terms apply to all new partners who entered into an agreement after 24.06.2024. For all partners who entered into an agreement before this period, these rules will apply from 01.10.2024.

1. SCOPE

The Vipps MobilePay Partner Terms and Conditions ("the Partner Terms") is a legally binding contract between the Partner and Vipps MobilePay that is entered into when the Partner accepts the Partner Terms.

The Partner Terms explain what the Partner must do when they distribute, set up, integrate, and support the use of the Products for relevant target groups and Merchants. The Partner Terms replace any earlier agreement between Vipps MobilePay and the Partner that covers the same topics.

The Products depend on Vipps MobilePay keeping the required licence(s) with the relevant Financial Supervisory Authorities.

Vipps MobilePay and the Partner are each referred to as a "Party" and together as the "Parties".

2. DEFINITIONS

Here’s what the terms in the Partner Terms mean

Accounting Keys: keys that are used to provide access to the Report API as described in the Documentation (Accounting Keys).

API(s): application programming interface(s) for integrating Merchant solutions with the Vipps MobilePay Products as defined in the Documentation (Vipps MobilePay Technical Documentation), including the Management API.

Confidential information:(i) information about Vipps MobilePay or the Partner, including information about employees, products, services, solutions, proprietary platforms, customers, suppliers, contractors and other third parties doing business with Vipps MobilePay, and (ii) any information that is confidential under applicable law. Information does not need to be marked as confidential to be treated as confidential.

Documentation: technical documentation that governs how to prepare, install, integrate, manage and use the Products delivered to the Merchant, including API documentation. You can find the Documentation on the Vipps MobilePay websites.

Management Keys: keys that give access to the Management API. They only let you manage sales units and cannot be used to make payments, as described in the documentation (Management Keys).

Merchant:a business customer that has signed a merchant agreement with Vipps MobilePay and uses any Product delivered through a Partner.

Merchant Terms:the terms and conditions that always apply to Vipps MobilePay’s products, available on Vipps MobilePay’s website.

Partner: a legal entity, registered in the Norwegian Central Coordinating Register for Legal Entities or an equivalent public register within the EEA area, that offers setup, installment and integration of the Products delivered to Merchants, and manages transactions on behalf of Merchants. A Partner can be a platform partner or a reseller as defined in the Documentation (Partners).

Partner Keys: keys that let the Partner use its own API credentials to manage sales units using the Management API, and to make API requests on behalf of the Partner's Merchants, as described in the Documentation (Partner Keys).

Plugins: software components as described in the Documentation (Plugins), including SDKs.

Products: all payment services and related services we provide to Merchants, which are part of the product portfolio described at vippsmobilepay.com and which we may update from time to time. However, pass-through services where we only facilitate acceptance of a payment made with a payment instrument issued by a third party (currently Vipps PSP and MobilePay Online) are not included in Products.

Sales unit: a physical and/or online point of sale that can receive payments with a Product, created by a merchant.

Vipps MobilePay: Vipps MobilePay AS, Postboks 9236 Grønland 0134 Oslo, Org. 918 713 867, including any local branch or group entity. Vipps MobilePay is a Norwegian-registered payment service provider ("betalingsforetak") with a license from the Ministry of Finance ("Finansdepartementet") and is subject to supervision by the Financial Authority ("Finanstilsynet") in accordance with the Financial Institutions Act ("finansforetaksloven") §§ 2-10 to 2-11.

3. PARTNER OBLIGATIONS

  1. Partner must have read and comply with the applicable API checklist in the technical Documentation.
  2. The Partner gets a limited, non-exclusive and revocable right to market, distribute and promote the Products as a reseller, as long as the Partner Terms are valid and in force, and in connection with the Partner’s business related to preparation, installation and integration services provided to the Merchants. For the avoidance of doubt, the Partner is not acting as an agent for Vipps MobilePay.
  3. When Vipps MobilePay notifies you about API changes under the “Amendments” section in the Partner Terms, you must make the required changes described in the Documentation (API Lifecycle) before the deadline set for the production date and implementation of the changes.
  4. Partner may not distribute, integrate or otherwise make the Products available to Merchants who are not allowed to receive payments with the Products under the Merchant Terms, for example Merchants offering prohibited products or services.
  5. Partner may not make Login, as described in the Documentation (Introduction to the Login API), available to Merchants whose solution requires verification of the identity of the individual Vipps MobilePay user (strong electronic identification).
  6. If the Merchant Terms have specific conditions for different ways of using the service, like distance sale, Partner must let the relevant Merchants know about these specific conditions.
  7. The partner must always follow the Vipps MobilePay design manual and brand guidelines for the Vipps MobilePay name(s), logos, colours, designs, typography and images. The current design manual and brand guidelines are available on the Vipps MobilePay websites.
  8. The Partner may not use the Vipps MobilePay trademarks, brands, business marks and/or names as independent marks, brands or names. The Partner may not change, amend or otherwise alter the Vipps MobilePay brands or business marks.
  9. Partner must get approval from Vipps MobilePay if the Partner creates and/or uses their own material that includes Vipps MobilePay names, brands, logos, business marks and/or other intellectual property rights.
  10. The Partner must not receive money from, or be a party to, any transaction carried out with the Products – for example in a marketplace setup – if the transaction comes from sales or activities offered by a Merchant or any other third party.
  11. The Partner must make arrangements so that Merchants can use the Products, help distribute the Products, and manage the relationship with the Merchants as part of the Partner’s offering to them (technical integration and/or commercial distribution, as applicable).
  12. Partner must promptly inform Vipps MobilePay of any actual or threatened lawsuit, and of any claim or complaint related to the Products or otherwise relevant under the Partner Terms, including but not limited to technical errors, economic claims and cases of fraud.
  13. The partner must promptly inform Vipps MobilePay of any security breaches.

If the Partner does not follow the obligations above, Vipps MobilePay may limit the Partner’s right to distribute, prepare, install and/or integrate the Products, and/or end the Partner Terms in line with the section “Termination”.

4. PARTNER’S OBLIGATIONS FOR THE INTEGRATION

The partner can add support for one or more Products using the plugins or APIs that Vipps MobilePay has made available. The APIs and plugins, including the documentation, are the exclusive property of Vipps MobilePay.

  1. Partner must integrate the Products in line with the Documentation and the requirements and guidelines that apply at all times from Vipps MobilePay and the Documentation. The integration is complete and ready to go live when Partner has finished the checklist described in the Documentation (Partners).
  2. The partner is responsible for correct and optimal integration and configuration of the products with the merchants.
  3. Partners with Partner Keys must use the Management API’s pre-filled functionality to place product orders on behalf of the merchant.
  4. The partner must use the Management API to get information about a merchant or a sales unit.
  5. The partner must use the Management API to check API quality, and to find and fix any incorrect use of the API.
  6. The Partner is responsible for logging and handling all requests to, and responses from, the Vipps MobilePay APIs, including error codes. Errors must be fixed as quickly as possible. Vipps MobilePay may hold back the Partner’s commission or deactivate the Partner if the Partner has an error rate above 5 %, meaning incorrect use of the APIs that causes an error (with an error message).
  7. The Partner must subscribe to and follow all guidance given in Vipps MobilePay Technical updates (Technical updates).
  8. We recommend that the partner subscribes to the status pages available at Status pages.

Just so it’s clear: Vipps MobilePay will not reimburse the Partner for any costs related to the Partner’s integration with the Products.

5. PARTNER KEYS

A Partner can get access to Partner Keys by entering into a specific Partner Key Agreement with Vipps MobilePay. The Partner then gets a set of API keys that work for all the Partner’s merchants.

6. REQUIREMENTS FOR ADMINISTRATION OF INTEGRATION

Plugins

  1. Vipps MobilePay will continuously, and at its own discretion, decide which platforms it offers Plugins for, and when it makes sense to start the work needed to establish official Plugins for a platform. Launches of new official Plugins are announced through the technical updates. Partners and merchants are encouraged to use the official Plugins.
  2. Vipps MobilePay is responsible for maintaining and upgrading the official plugins whenever we believe it’s necessary or useful.
  3. The partner must regularly check the Documentation for plugin updates and any changes to existing plugins.
  4. Vipps MobilePay will notify the Partner and the Merchant if any changes mean that the Merchant has to make updates, including information about the planned production date for the new version.
  5. Vipps MobilePay will let Partner know in good time if APIs and plugins are going to be phased out or deactivated.

APIs

  1. Partner is obligated to monitor use of the APIs, including registering any error messages from the APIs in the Partner's solution, and to correct all API errors that are retrieved in the API responses. It is the Partner's responsibility to ensure correct use of the APIs. Partner must correct any erroneous use of the APIs within 30 days after Vipps MobilePay gives the Partner a written notice about unresolved errors.If the errors have not been corrected within 30 days after the written notice, Vipps MobilePay is entitled to terminate the Partner Terms for cause in accordance with section "Termination".If a Partner does not update Partner solution as instructed by Vipps MobilePay, Vipps MobilePay does not guarantee the functionality of the Products. When Vipps MobilePay phases out an API, or a part of an API (an endpoint), the previous version will function for a period of time as described in Documentation (API Lifecycle).Plugins or integrations that a Partner has developed based on the API may stop functioning when a specific API is phased out or it is materially changed.
  2. Partner must upgrade to the newest versions of the APIs after Vipps MobilePay has made them available. The updates are described in the API Lifecycle, including deadlines for when the Partner must update the APIs. If the Partner does not upgrade as described above, Vipps MobilePay may terminate the Partner Terms for cause, as described in the section Termination.
  3. A partner who has developed their own plugins or integrations must continuously maintain and update them so they support all the options and improvements available in the API.
  4. If there are major changes in the Products, for example if an API is phased out and/or new Plugins are launched, we encourage the Partner to recommend that the Merchant switches to Vipps MobilePay’s official Plugins.

7. MERCHANT OBLIGATIONS

Partner’s responsibility

  1. Partner shall onboard merchants as described in the documentation (Partners).
  2. The Partner is the main point of contact for questions from the Partner’s Merchants (first-line support) about the Products the Partner has supplied to the Merchant.
  3. If the Partner can’t answer a question, the Partner must use Vipps MobilePay’s support resources (second-line support).
  4. Partner must let Vipps MobilePay know right away if they receive any inquiries that could involve security issues, reputational risk, and/or negative media coverage for Vipps MobilePay.

Vipps MobilePay’s responsibility

  1. Vipps MobilePay will make the necessary documentation available for Partners and Merchants.
  2. Vipps MobilePay will provide second-line support to the Partner free of charge, so the Partner can give technical and other support to the Merchant.
  3. Vipps MobilePay will provide any information the Partner requests, if the Partner believes it is necessary to fulfil the Partner’s obligations under sections 4 and 6.
  4. Vipps MobilePay will fix any defects or problems you experience with the Products.

8. ACCESSIBILITY

If we have planned down-time outside the maintenance windows described in the Documentation or Merchant Terms, Vipps MobilePay will let you know on our status pages in good time, following our usual routines.

Vipps MobilePay may, at any time and without notice, introduce security measures that can cause downtime or limited access, if we believe it is necessary. If there is an unforeseen service interruption or downtime, Vipps MobilePay will let the Partner know as soon as possible. If we can, we will also tell you when we expect everything to be back to normal.

Vipps MobilePay has an operational information website, where you can see the status of any ongoing service interruptions.

9. Termination

Either party can terminate the Partner Terms for convenience at any time with three (3) months’ written notice.

If errors, as described in the Partner Terms, are not corrected within 30 days after we have given notice, Vipps MobilePay may terminate the Partner Terms with immediate effect by sending written notice. The notice will explain what happens if the errors are not corrected, including the date when the agreement ends.

If one Party commits a material breach of the Partner Terms, the other Party has the right to terminate the Partner Terms for cause with immediate effect if the breach is not fixed within 30 days after the other Party has given notice.

Further, Vipps MobilePay is entitled to terminate the Partner Terms for cause with immediate effect if the Partner enters into bankruptcy, becomes part of a mandatory estate management or similar arrangement, or is liquidated or removed from the company registry.

10. EFFECT OF TERMINATION

If the Partner Terms end, the Partner must, together with Vipps MobilePay, inform the Merchant about the termination, what it means for the Merchant, and what the Merchant can do to keep using the Products. If needed, Vipps MobilePay can notify the Merchants directly.

After the Partner Terms end, neither party may present or market itself as a partner of the other. This means, among other things, that you must remove all references to the other party – including names, logos, trademarks and other business marks – from your digital channels and from all marketing material.

11. Changes

Vipps MobilePay reserves the right to change the Vipps MobilePay Partner Terms with three months’ written notice to the Partner.

Vipps MobilePay may, at its sole discretion and at any time, change the APIs, plugins and/or documentation.

We’ll let the Partner know about any changes by email within a reasonable time. The Partner must keep their contact information up to date.

Vipps MobilePay may change the agreement between Vipps MobilePay and the merchants, including prices and fees, in line with the Merchant Terms.

12. Regulatory compliance

The Parties agree to comply at all times with applicable laws and regulations, as amended from time to time, including but not limited to data protection legislation, in connection with their activities under the Partner Terms.

The Parties agree and acknowledge that both Parties act as independent data controllers for any personal data they process under the Partner Terms. If one of the Parties processes personal data on behalf of the other Party, they must enter into a separate data processing agreement.

13. Confidentiality

Each party must keep strict confidentiality and not share Confidential Information with any third parties that the party has received from the other party in connection with the Partner Terms, unless they have prior written approval from the other party. Confidential Information may only be used to fulfill the obligations in the Partner Terms, and may only be shared with employees, contractors and consultants who need this information to do their job. The parties must make sure that employees, contractors and consultants are bound by confidentiality obligations that cover the confidentiality requirements in the Partner Terms.

The duty of confidentiality does not apply to information that is (i) public, except when it has become public through a breach of the Partner Terms, (ii) received by a Party that has lawfully obtained it from a third party, and/or (iii) independently developed by a Party without access to the Confidential Information.

If Vipps MobilePay asks, the Partner must immediately, and at Vipps MobilePay’s sole discretion, either return all Confidential Information (including all copies and reproductions) or delete and destroy it. The Partner must then confirm to Vipps MobilePay in writing that everything is deleted.

This duty of confidentiality still applies even if the Partner Terms end, and will remain in force for three (3) years after termination.

14. INTELLECTUAL PROPERTY RIGHTS

Vipps MobilePay gives the Partner a limited, non-exclusive and revocable right to market, distribute and promote the Products, for as long as the Partner Terms are valid and in force, and only in connection with the Partner’s business for preparing, installing and integrating services for the Merchants.

Vipps MobilePay keeps all rights, ownership, and interest in all Vipps MobilePay intellectual property. This includes, but is not limited to, names, brands, logos, APIs, plugins, documentation, and products. It also includes, without limitation, the Vipps and/or MobilePay app, all other software used to deliver the products, and all graphics, user interfaces, logos, and trademarks shown in the system, as well as all content that is not the Partner’s own content.

15. LIABILITY

In no event will a Party be liable for any indirect, special, incidental, or consequential damages, including lost profits.

A Party’s maximum liability under the Partner Terms, including any additional Partner Agreement and appendices, is limited to the higher of: the total amount invoiced between the Parties in the 12 months before the event that triggers compensation, or € 10 000.

The limitations of liability do not apply to damages caused by willful misconduct or gross negligence, or to damages caused by breaching confidentiality obligations or failing to protect the Partner Keys from unauthorized or wrongful use.

16. ASSIGNMENT

The Partner can’t delegate, transfer or assign the Partner Terms, or any duties or obligations under them, without Vipps MobilePay’s prior written approval.

17. CHOICE OF LAW AND DISPUTE RESOLUTION

The Partner Terms, and any non-contractual obligations arising out of or in connection with them, are governed by Norwegian law, without regard to international private law rules or principles that would lead to the application of any law other than substantive Norwegian law.

Any dispute arising from the Partner Terms must, if possible, be resolved through negotiations between the parties. If that’s not possible, the dispute will be decided by ordinary court proceedings with Oslo as the venue.

18. Miscellaneous

  1. Notices Any notice or other official communication given to a Party under or in connection with the Agreement must be in writing and sent by email to the email address that the Party has provided in writing to the other Party from time to time.
  2. Subcontracting Either party can subcontract any of its obligations under this Agreement without getting written consent from the other party first. The party that subcontracts is still responsible for everything that is subcontracted, and for all actions and omissions by its subcontractors.
  3. Force majeure Neither party is responsible for any failure or delay in fulfilling its obligations if this is caused by circumstances beyond that party’s reasonable control.
  4. No waiver Neither of us loses any rights under this Agreement if we do not use them, or if we wait before using them.
  5. Severability If any term (or part of a term) of the Partner Terms, including appendices, is invalid, illegal or cannot be enforced, we and the partner will negotiate in good faith to change the Agreement so it reflects our original intent as closely as possible in a way we both can accept. The goal is to make sure the collaboration we planned can still be carried out as originally intended, as far as possible.
  6. No agency This Agreement does not create any agency, partnership or joint venture between the parties.
  7. No third-party beneficiaries This Agreement does not give any rights or benefits to anyone other than you and us, unless it clearly says so.
  8. Counterparts The parties can sign this Agreement in several copies, including by fax, PDF, or other electronic formats. All signed copies together count as one and the same Agreement.