Purchase on account for business customers via Klarna powered by Billie (Billie Purchase on Account) enables Merchants to offer the payment method "purchase on account" to their business customers in Billie-supported markets.
The provision of Billie Purchase on Account is subject to Billie's approval of the Merchant's onboarding.
For Merchants with an existing B2B Agreement, the Billie Purchase on Account in this Appendix supplements the market-dependent available Klarna B2C products with B2B products from Billie or replaces the Klarna B2B product in Sweden and all related agreements as soon as Billie Purchase on Account is available in these markets. Klarna will notify the Merchant of the availability of Billie Purchase on Account in additional markets.
The provisions contained in this Appendix supplement the Cooperation Agreement and Klarna's GTC contained in Appendix 3.
The Parties agree that the rights and obligations under the GTC between Klarna and the Merchant resulting from Clause 18.2 shall extend to Billie:
"For the avoidance of doubt, Confidential Information shall also refer to technical, commercial or other information of third parties, unless there are objective and reasonable grounds to believe that such information is not confidential. This provision applies to all information about third parties, including customer information, that the Merchant obtains through the use of the Merchant Portal or in the course of communications with Klarna, and to the extent, it is obvious that the disclosure of the aforementioned information is not desired by third parties. To the extent permitted by applicable law, Klarna may disclose Confidential Information to subcontractors, external consultants and other companies within the Klarna Group, provided that such parties are subject to confidentiality agreements equivalent to those under this Agreement.”
1. Cooperation between Klarna and Billie
Klarna is cooperating with Billie GmbH, Charlottenstraße 4, 10969 Berlin (“Billie”) in order to be able to offer its Merchants Purchase on Account in Billie-supported markets. Billie provides factoring services to business customers.
Upon using Billie Purchase on Account, first Klarna and then Billie acquire the Merchant's Claim against the business customer, and the Claim is subsequently assigned by Klarna to Billie together with all security and ancillary rights acquired in accordance with Section 5.7 of the GTCs. In order to be able to acquire this claim, it is necessary for Klarna to share data of the Merchant in order 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 Merchant expressly consents to the sales and assignments of the Claim as per this clause 1.
2. Use of Purchase on Account
Contrary to Section 2.1 of the GTCs, Billie Purchase on Account is only available to Merchants whose customers are entrepreneurs 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 Billie Purchase on Account is only offered to businesses (as further specified in the Integration Guidelines).
The provision of Billie Purchase on Account is subject to the condition precedent of Billie's consent to the onboarding of the Merchant.
3. Transfer of Claims
If a Customer selects the product Billie Purchase on Account in the Merchant’s checkout process, Billie will evaluate the Customer's creditworthiness on behalf of Klarna. For this purpose, the Merchant transmits various data fields agreed between the Parties to Klarna, 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. Klarna shares this data with Billie 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 Klarna and assigns the Claim to Klarna. Klarna immediately resells this Claim to Billie and assigns the Claim accordingly to Billie. To this end, Klarna shares the information provided by the Customer on the Merchant's checkout page (Section 3.4 of the GTCs) with Billie. Billie is entitled to disclose the chain of assignment of the Claim to the Customer.
- 3.1.1 Pricing Table
- The service fees for each market are based on the B2B pricing table in the cooperation agreement between Klarna and the Merchant. The variable fee is calculated as a percentage (X%) excluding VAT of the total amount of the Claim (which includes VAT).
- In the event that Klarna assumes the credit risk for a Claim in accordance with this Agreement, the Merchant is obliged to claim the sales tax included in the claim from the tax office and refund it to Klarna.
- If a Customer's payments cannot be clearly assigned, Klarna or Billie have the right to offset incoming payments from a Customer against outstanding Claims of the Merchant against this Customer, whereby a payment is initially offset against the oldest outstanding Claim. If there are several open claims of the same age, a payment will be credited proportionately to all Claims.
3.2 Invoicing Service
- In deviation from Section 2.4 of the GTC, Billie shall 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 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 the Klarna 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 Klarna in this regard. Klarna and Billie do not validate the transmitted Payment Information Data. The payment information or request for payment or cancellation invoice are not VAT-compliant invoices. The Merchant is still responsible for creating VAT-compliant invoices.
- Klarna 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, Klarna may subcontract such service to Billie, if Billie provides such services. The invoicing service will be subject to a separate agreement between Klarna and the Merchant.
- The Merchant ensures that the Customer is duly informed about the issuance of the payment information according to Section 3.2.1 and / or the invoices according to 3.2.2.
3.3. Claim Requirements
In addition to the provisions of the GTCs, when using Billie Purchase on Account, the Merchant may only offer Klarna Claims which meet the following additional requirements:
- The respective Customer is an entrepreneur in the sense of the respective country-specific legal regulations at the location of their registered office.
- The Claim does not exist against 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.
- The service invoiced to the Customer by the Merchant does not consist of (i) the provision of virtual or digital goods or services or (ii) the provision or sale of vouchers of any kind or (iii) any weapons within the meaning of the Weapons Act, including parts thereof, accessories and ammunition of the Country in which the Customer has their location of their registered office.
- The Merchant has provided Klarna 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.
3.4. Specific requirements of the Merchant relating to the Claim
- The Merchant will send Klarna 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 Klarna or Billie are unable to match a Customer's payment.
- Klarna will provide the Merchant in each case with sample clauses and texts for the Merchant's own General Terms and Conditions, which will become the basis of the claim against the Customer.
- The 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 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.
- In deviation from Section 3.4.3, Swedish Merchants and Merchants that have Swedish Customers assure that they have included the Model Clauses in their General Terms and Conditions.
- The Merchant shall, at its own cost and using its best efforts, support Klarna or Billie in enforcing the Claim and all rights and claims derived from it. Upon request by Klarna, which can also be made by Billie on behalf of Klarna, the Merchant will provide Klarna 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.
- The Merchant will inform Klarna immediately about the receipt of any payments by Customers in relation to Claims.
3.5. General responsibilities of the Merchant
- The Merchant shall inform Klarna 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 Klarna 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 Klarna or Billie have reason to believe that purchased receivables do not exist or do not fully exist. If sufficient clarification is not possible based on the information provided by the Merchant, Klarna has the right to obtain relevant information from the tax consultant, auditor or any other person who keeps the Merchant's accounts or prepares or checks the annual financial statements. The Merchant will release you from your duty of confidentiality towards Klarna to the extent necessary to answer Klarna's questions.
- If the Merchant does not meet its obligations to pay the sales tax for an assigned claim and the tax office claims Klarna to pay the sales tax portion in accordance with § 13 c UStG, the Merchant is obliged to reimburse this amount to Klarna.
- The Merchant undertakes to effectively retain title to delivered goods vis-à-vis the Customer until payment of the assigned claim.
3.6 Assignment of the Claim
Klarna 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 (see Section 17 of the GTC, as well as refinancing and collection partners). In particular, information about the company and the person (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 realization of the Claim may be transmitted are relevant. This provision applies accordingly to Billie after the acquisition of the Claim by Klarna in accordance with Section 1 and 3.
- Billie's technical support is available for all questions from the Merchant and the Customer about Billie Purchase on Account and to solve any problems when selecting Billie Purchase on Account. Support can be reached during normal business hours (Monday to Friday, 9 a.m. to 5 p.m., excluding public holidays in Berlin) at [email protected] Billie will work with the Merchant to the extent reasonable and possible to rectify and prevent the disruption in the future.
- Klarna 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 on Account, which are managed by Billie (e.g. "widget"), and the execution of Dispute Management. Klarna has the right to transmit incoming inquiries that it receives to Billie electronically. The Merchant will inform the Customers in an appropriate manner about the division of support between Klarna and Billie. Klarna will provide the Merchant with sample clauses and texts for the retailer's own general terms and conditions.
4. Billie Buyer Portal
Klarna may offer Billie Buyer Portal services for Merchants’ Customers (Buyer(s)). 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:
- 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;
- the Buyer may request an access link (limited validity) via the Buyer Portal website using the email address used when using Billie Services. Buyer access does not require integration of the Buyer.
5. Data storage, usage, and transfer
- When using Billie Purchase on Account, 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 Klarna (e.g. “widget”). Depending on the Customer, this data may also contain personal data. Klarna is entitled to store and process this data for the purpose of processing the order as part of Billie Purchase on Account. The Merchant agrees that Klarna shares with Billie the personal data held about him (contact data, registered office, etc. ) at Klarna. The applicable Klarna Privacy Policies and data protection regulations apply, are available at https://cdn.klarna.com/1.0/shared/content/legal/terms/0/de_de/privacy.
- The Merchant undertakes to expressly inform the Customer during the ordering process of data storage, processing and transmission to Klarna and Billie, with reference to the respective data protection regulations. Klarna will provide the Merchant with sample clauses and texts for the Merchant's own general terms and conditions.
6. Using the Merchant as a reference
The Merchant grants Billie the right to name the Merchant as a reference in order to indicate the mutual commercial relationship. This is limited to naming the Merchant’s company name and usage of the Merchant’s company logo in marketing materials (e.g. company presentation) of any kind as well as on the website. The use of the Merchant’s logo and name for any purpose other than the above requires the Merchant’s prior written consent (email suffices). The Merchant is entitled to revoke the right to use its company name or logo at any time without further reason. Revocation must be in writing (email suffices). The rights of usage are granted free of charge.
7. Release from banking secrecy obligations in Austria
Regarding the use of the Billie Purchase on Account in Austria, the Merchant releases Klarna from banking secrecy as follows:
I, ___________________ (first and last name of Merchant representative) hereby expressly authorize Klarna Bank AB, with reference to § 38 Abs 2 Z 5 BWG, to provide Billie GmbH, Charlottenstrasse 4, 10969 Berlin, registered in the Commercial Register Berlin Charlottenburg under HRB 182428 B, as well as partner companies of Billie GmbH (refinancing and collection partners) with all information in connection with my B2B contract existing with Klarna Bank AB or the Billie Purchase on Account and, if necessary, to provide copies of the documents.
8. Form of signature
This addendum may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one addendum. A photographic, or facsimile copy of the signature evidencing a Party’s execution of this Addendum, and electronic signature methods, including click-to-sign methods, shall be effective as an original signature and may be used in lieu thereof.
Model Clauses for Merchant Terms & Conditions
1. Acceptance Process
Purchase on account for business customers (Kauf auf Rechnung) via Klarna powered by Billie
The order is accepted by sending a declaration of acceptance in a separate e-mail or by delivery of the goods within three to four days. The declaration of acceptance by e-mail is sent by Billie GmbH, which has acquired the Claim against the business customer if the payment method "purchase on account for business customers through Klarna powered by Billie" is selected.
2. Acquisition of Claim
Business customers have the option to pay the invoice amount by bank transfer after receipt of the goods and invoice ("purchase on account"). To offer such services, there is a cooperation with Klarna Bank AB ("Klarna"), which in turn cooperates with the financial service provider Billie GmbH ("Billie") to offer the payment method "purchase on account for business customers through Klarna powered by Billie". In order to pay the invoice amount by bank transfer, a registration with Klarna is not required. After selecting the payment method during the ordering process, an address and credit check is performed by Billie. If such checks are successful, the order process can be carried out with the selected payment method and the Claim against the Customer is first assigned to Klarna and consecutively assigned from Klarna to Billie. The invoice amount shall be paid within the payment period indicated on the invoice and to the account, which will be communicated to the business customer as part of Billie's payment instructions.
If the payment method "purchase on account for business customers through Klarna powered by Billie" is selected, an address and creditworthiness check will be conducted by Klarna as part of the ordering process, which will be carried out by Billie. For this purpose, the following data provided as part of the order, required for this address and credit check, are transmitted to Klarna, Billie and partner companies commissioned by Billie (e.g. credit information agencies, collection partners, etc.):
- Personal data and contact information: Information on the identity of the customer (title, first and last name, telephone number, e-mail address) and the company in whose name the order is placed (company name and legal form, registration number and data, address and contact data, e-mail address, telephone number, shipping and billing addresses, customer number, tax number, VAT identification number, information on the industry and company size);
- Transaction-related data: Invoice amount and payment term, information about products you order, such as order ID, quantity, shopping cart and billing information, existing customer status.
This data is used by Klarna and Billie solely for the purpose of checking whether the payment method requested by the Customer is available and, if the check is successful, for processing this payment method. As part of this processing, Billie will send the Customer information about the status of the order and invoice details to the e-mail address provided during the ordering process.
4. Payment instructions and payment reminders
When selecting the payment method "purchase on account for business customers through Klarna powered by Billie", Billie will send payment instructions and payment reminders via email. Payments shall exclusively be made to the account specified herein.
Technical support in case of issues with the selection and implementation of the payment method "purchase on account for business customers through Klarna powered by Billie" is provided by Billie. Support is available during business hours (Monday to Friday, 9 a.m. to 5 p.m., except on Berlin public holidays), at [email protected].