Terms and Conditions

Scope

1. These General Terms and Conditions (“GTC“) apply from the beginning of the contractual relationship between the service provider and the merchant in their currently valid version, both for the present transactions and for all future transactions. The German version of the GTC is exclusively authoritative.
2. The service provider’s services are provided exclusively on the basis of these GTC and are only provided to entrepreneurs within the meaning of Section 2 (1) of the German Value Added Tax Act (UStG).
3. Conflicting, deviating or supplementary terms and conditions of the merchant shall not become part of the contract (even if known), unless they have been expressly agreed in writing. The service provider’s silence regarding deviating offers from a merchant shall not be deemed acceptance of these offers.

Conclusion of contracts and contracts with banking partners

1. The contract between the service provider and the merchant is concluded electronically when, after the merchant has successfully created an account, the service provider implicitly accepts the merchant’s contractual offer to conclude the contract by activating the services.
2. The use of certain services may require a separate contractual agreement with third parties, such as PayPal.
3. Upon request, the service provider will refer the merchant to one or more banking partners required for the payment service for credit card acceptance and/or other payment methods.
4. When registering for an account, the customer must choose a descriptive project name that clearly identifies the merchant or their business. The project name may appear on any credit card, telephone or mobile phone bills. If the merchant does not choose an appropriate, descriptive project name and this leads to a dispute regarding a transaction, the merchant shall indemnify the service provider against all damages, costs and fees arising from this dispute.

Payment methods and service provision by the service provider

1. Bank transfer

   1. If the bank transfer payment method is selected, the end customer’s payment is made directly to the merchant via bank transfer.
   2. On behalf of the merchant, the service provider provides the end customer with the payment information required to execute the bank transfer via the technical interface and transmits the information required for the payment.
   3. The end customer carries out the transfer on their own responsibility. Payment is made directly from the end customer’s account to the account specified by the merchant. The service provider does not come into possession of the funds to be transferred at any time. The service provider only receives information about the payment status and makes this available to the merchant.

2. Tink Online Transfer

   1. When selecting the Tink payment method, the end customer is able to make an online transfer via a technical interface to Tink.
   2. The service provider provides the merchant with the technical interface for this purpose and transmits the information required for the payment.
   3. The end customer carries out the transfer on their own responsibility. The payment is made directly from the end customer’s account to the account specified by the merchant. The service provider does not come into possession of the funds to be transferred at any time. The service provider only receives information about the payment status and makes this available to the merchant.

3. SEPA direct debit

   1. If the SEPA direct debit payment method is selected, the end customer’s payment is made by direct debit to the merchant.
   2. On behalf of the merchant, the service provider processes the payment data required for the execution of the SEPA direct debit, which is transmitted to it by the merchant. The service provider provides the technical requirements for creating and transmitting the files required for the direct debit procedure and transmits these to the entities designated by the merchant. The service provider provides the merchant with information on payment status, direct debits and return debits.
   3. Payment is made immediately by debiting the end customer’s account and crediting the account specified by the merchant. The service provider does not at any time come into possession of the funds to be transferred.

4. PayPal

   1. If PayPal is selected as the payment method, the end customer’s payment is made via the payment service provider PayPal. To use this payment method, the merchant must have their own PayPal account.
   2. The service provider provides the merchant with the technical connection to PayPal and transmits the payment information required to execute the payment to PayPal on behalf of the merchant.
   3. Payment is made immediately by debiting the end customer’s PayPal account and crediting the account specified by the merchant. The service provider does not come into possession of the funds to be transferred at any time. The service provider only receives information about the payment status and makes this available to the merchant.

5. Creditcard

   1. The service provider collects the payment data required to execute the credit card payment between the end customer and the merchant and forwards it to the connected bank (acquirer) on behalf of the merchant via a secure and certified channel.
   2. Payment is made immediately by debiting the end customer’s credit card account and crediting the account specified by the merchant. The service provider does not come into possession of the funds to be transferred at any time. The service provider only receives information about the payment status and makes this available to the merchant.

6. HandyPay

   1. When the HandyPay payment method is selected, the end customer’s payment is made via their mobile phone bill or prepaid credit.
   2. The end customer authorises the payment by sending an SMS with a specific keyword to a short code or by confirming a TAN a received SMS.
   3. The service provider provides the merchant with the technical connection to the participating network operators/partners and transmits the transaction data required for processing on behalf of the merchant. Billing to the end customer and collection of fees are carried out by the respective mobile phone providers.

7. Call2Pay

   1. When selecting the Call2Pay payment method, the end customer pays via their landline or mobile phone bill or their prepaid credit.
   2. The end customer authorises the payment by calling a specific telephone number; the call or the duration of the connection triggers the payment.
   3. The service provider provides the merchant with the technical connection to the participating network operators/partners and transmits the transaction data required for processing on behalf of the merchant. Billing to the end customer and collection of fees are carried out by the respective telecommunications providers.

Further contractual provisions regarding the service provider’s performance

1. The service provider handles the technical processing of the various payment methods and provides the technical infrastructure for the interfaces to enable technical payment processing. To this end, the service provider offers its merchants a technical interface and/or a plug-in as a free download for installation and integration into the merchant’s software. Within this framework, the service provider guarantees the provision of its services in accordance with the recognised and customary state of the art and in compliance with all applicable security regulations for the proper processing of technical services. A current list of payment methods can be found on the service provider’s website. The service provider has the right to add or remove payment methods at any time.
2. The service provider grants the merchant a personal, temporally and spatially limited, non-exclusive, revocable and non-transferable right of use (without the right to sublicense) to the work results created within the scope of this contract (e.g. individual software, scripts, designs).
3. The merchant has the option of tracking and analysing all transactions in detailed real-time statistics via the web interface (Control Center) provided by the service provider. In this context, the merchant is informed that this list represents a forecast of sales.
4. The service provider shall ensure that information on payment transactions can be clearly assigned for accounting purposes.
5. Certain transactions or payment methods may be blocked by the bank partners in the event of discrepancies. The service provider shall inform the merchant of this immediately.
6. The merchant shall bear all expenses and fees incurred by the service provider as a result of a chargeback, transfer recall or reversal or return debit of a payment transaction for which the service provider itself is not responsible.

Use of the API

For the use of some payment methods, the service provider offers a freely configurable interface (API solution) in addition to existing web solutions for the integration of payment systems. The following conditions also apply to the use of this API solution:

1. The merchant shall transmit the data necessary for the transfer of all payment information to the service provider via the interface (API) provided to it. Based on this data, the commissioned banking partner shall collect the merchant’s claims against its customers on behalf of the merchant.
2. The merchant is liable for the accuracy of its data. The service provider is therefore not liable for the transmission of incorrect merchant data. The merchant bears the verification and credit risk of its claims against the end customer. The service provider is therefore not liable in the event of uncollectibility or non-existent claims, nor is it liable for the risk of the end customer’s insolvency. Furthermore, the service provider is not liable for the performance of the banking partner.
3. If the merchant sends false or non-existent claims or data that have been created by himself or by third parties with his knowledge in order to obtain an unlawful financial advantage for himself or a third party by means of this data, or if the merchant is otherwise responsible for this, the merchant shall pay a contractual penalty to be determined at the reasonable discretion of the service provider and, if necessary, reviewed in full by the competent court. Further claims for damages remain unaffected by this.

Know Your Customer (KYC) check in accordance with the Money Laundering Act (GwG)

1. As part of the initiation of business between the parties, the service provider shall identify the trader, and, where applicable, the persons acting on its behalf and the beneficial owners in accordance with the provisions of the GwG.
2. In this respect, the merchant has a duty to cooperate in accordance with Section 11 (6) GwG and to provide the service provider with the information and documents necessary for its identification. The contractual partner must disclose to the obligated party whether it intends to establish, continue or carry out the business relationship or transaction for a beneficial owner. Upon disclosure, it must also prove the identity of the beneficial owner to the obligated party.
3. The effectiveness of the corresponding legal transactions between the parties is subject to the condition precedent of sufficient identification and legitimisation of the dealer in accordance with the provisions of the GwG.
4. The service provider is entitled to refuse or terminate the contractual relationship with a merchant within the specified period on the basis of internal risk management decisions without giving reasons to the merchant. The service provider shall inform the merchant of this and, if the defects complained of can be remedied, shall set a reasonable deadline for remedial action. Further rights of the service provider, in particular to extraordinary termination in accordance with Section 10.2, remain unaffected.
5. The merchant is obliged to keep the data provided during registration with the service provider up to date and accurate at all times and to notify the service provider immediately in writing of any changes to their data. The service provider accepts no liability for damage or loss resulting from a breach of this obligation.
6. The merchant is obliged to compensate the service provider for all damages or to indemnify it against claims by third parties that arise or have arisen for the service provider as a result of the dealer not immediately notifying the service provider of any changes or additions to its data.
7. The service provider may at any time request confirmation from the retailer of the accuracy of its information, as well as additional essential information, documents or other evidence, in particular in the context of project registration. The retailer must provide this evidence to the service provider without delay.
8. If the merchant fails to fulfil or insufficiently fulfils its obligation to cooperate in providing or updating its data and/or documents, it shall be obliged to pay a reasonable fee of up to EUR 500.00 per individual case. The service provider shall also be entitled to suspend the data transfer until the trader has fulfilled the aforementioned obligations to cooperate.

Other rights and obligations of the contracting parties

1. The merchant is obliged to protect its access data from unauthorised access and to take any necessary protective measures; the disclosure of access data is prohibited and constitutes a breach of this contract. Any damage resulting from the unauthorised disclosure of access data shall be borne in full by the merchant; the service provider shall not be liable in the aforementioned cases.
2. The retailer is solely responsible for the design and entire content of its websites. This applies in particular with regard to the applicable provisions of youth protection law and all other legal provisions (e.g. image rights). The retailer is solely and exclusively responsible for the legal admissibility of the content it provides and for the information it supplies, in particular search terms, keywords and images.
3. The merchant is not entitled to use the service provider’s services for content, services or activities that are not within the scope of its normal business operations, as specified to the service provider, that are prohibited under German law and/or the applicable law in the retailer’s country of origin, or that are otherwise illegal or immoral, and/or whose dissemination is highly likely to damage the reputation of the service provider or the reputation of the banking partner. In particular, the service provider’s offer may not be used for the product categories of pornography/prostitution, arms trading, gambling, file sharing and/or drugs and/or for illegal, inappropriate or offensive activities.
4. Creating an account for market research purposes only is not permitted.
5. Compliance with the minimum security requirements for internet payments (MaSi) and compliance with all legal information obligations towards end customers (e.g. imprint obligations, implementation of the so-called “button” solution, information on the SEPA direct debit mandate, information on the protection of end customer data, information on the dispute resolution procedure) is the sole responsibility of the merchant. The merchant shall handle and be responsible for any complaints and/or objections from end customers regarding the merchant’s services themselves and at their own expense.
6. In the event that the service provider is held liable by third parties on the basis of information or details on the merchant’s websites, the merchant undertakes to indemnify the service provider in full against such third-party claims and to reimburse or assume the full costs of legal defence incurred.
7. Self-dealing by the merchant (such as booking their own transactions or calling from their own prepaid cards) and the assertion of false or non-existent claims intended to provide the merchant themselves or an end customer with an unlawful financial advantage are not permitted.
8. The service provider is entitled to check the merchant’s offer at any time. If, in the opinion of the service provider, an offer made by the merchant does not meet the requirements set out in these GTC, the service provider is entitled to refuse or discontinue the performance of the services owed by it under this contract.
9. If a merchant uses the service provider’s services for unauthorised, abusive and/or impermissible purposes and/or for immoral or illegal actions or content, the service provider is entitled to immediately disable the merchant’s access and terminate the contractual relationship without notice. Furthermore, in such cases, the service provider is entitled to impose an appropriate contractual penalty, the amount of which may be reviewed by the competent court in case of doubt.
10. The merchant agrees that the service provider may disclose its address for the purpose of legal action by third parties.
11. The service provider is entitled to transfer rights and obligations arising from the contractual relationship between the parties to third parties.
12. The merchant must regularly check whether messages from the service provider have been received. Emails may contain links to further communications on the service provider’s website.
13. The service provider shall make the services available to the retailer as quickly as possible. Delivery dates shall only be considered binding if they have been confirmed to the retailer in writing as binding. Dates agreed as binding shall be postponed by a reasonable period in the event of a temporary and unforeseeable impediment to performance for which the service provider is not responsible.
14. If disruptions to the service provider’s services occur, the merchant must report these to the service provider immediately (during normal business hours, Monday to Friday, 9 a.m. to 5 p.m.). The dealer is obliged to cooperate to a reasonable extent in the analysis of the disruption. If the dealer does not fulfil its obligations to cooperate, or does not do so completely, the resulting extended downtimes in connection availability and response times shall be taken into account in favour of the service provider. If the dealer is responsible for the disruption, the costs incurred in remedying the disruption shall be borne by the dealer.
15. The dealer shall refrain from accessing information or data without authorisation, either themselves or through unauthorised third parties, or from interfering or allowing interference with programmes operated by the service provider and/or from unauthorised access to the service provider’s data networks.

Remuneration and reimbursement of expenses

1. The service provider is entitled to change the terms and conditions in the event of changes in the economic environment. In the event of changes, the service provider shall notify the retailer of the changes in advance by email at least four weeks before the end of the month. If the change in terms and conditions is disadvantageous to the retailer, the retailer shall be entitled to terminate the contract extraordinarily with effect from the date on which the change comes into force.
2. All expenses incurred by the service provider directly or indirectly in connection with the performance of this contract shall be reimbursed by the retailer, provided that the service provider could reasonably consider these expenses to be necessary under the circumstances. Expenses to be reimbursed include, in particular, all contractual penalties and/or other fees imposed on the service provider by a network operator, service provider or banking partner on the basis of the contracts to be concluded, insofar as these contractual penalties and/or other fees were caused by offers made by the merchant, as well as any reasonable costs of legal defence incurred in this connection. The merchant is aware that contractual penalties and fees may in individual cases exceed the merchant’s earnings many times over.

Settlement

1. The service provider invoices the merchant on a monthly basis. Upon receipt of the invoice, the merchant must report any errors to the service provider within four weeks. After this period, the invoice is deemed to have been approved by the merchant.
2. Statements with outstanding invoice amounts are due for immediate payment by the merchant upon receipt of the invoice. With regard to the SEPA direct debit mandate, the pre-notification period for the merchant is reduced to one calendar day (24 hours).
3. If payment of the service provider’s remuneration is agreed by means of SEPA direct debit or SEPA business-to-business direct debit and the merchant has issued the service provider with a corresponding SEPA direct debit mandate or SEPA business-to-business direct debit mandate, the merchant is obliged to ensure that there are sufficient funds in the specified account and that the amounts due can be collected by the service provider. This obligation shall also apply if, in individual cases, the merchant does not receive advance information or does not receive it in good time.
4. The merchant may only offset legally established or undisputed claims against the service provider.
5. The merchant is responsible for ensuring that invoices issued to its customers are correct and comply with tax law.

Duration and termination of the contractual relationship

1. The contract between the parties is concluded for an indefinite period. Both contracting parties have the right to terminate the contractual relationship in writing with four weeks’ notice to the end of the month.
2. The parties’ right to terminate the contract for good cause remains unaffected by the notice period for ordinary termination. Good cause shall be deemed to exist in particular if essential provisions and regulations of the contract are culpably not complied with and if complaints about defects – in particular after a measure has been taken in accordance with Section6.4 – are not remedied within a reasonable period of time. In addition, the service provider shall have the right to terminate the contract without notice if a dealer uses its offer for abusive or immoralor illegal actions or content, if a trader submits false or non-existent claims, if a trader registers with the service provider solely for the purpose of market research, or if the service provider becomes aware of circumstances that could lead to a negative reputation for the service provider or its affiliated cooperation partners.
3. In the event of the merchant’s insolvency, liquidation or dissolution, the contractual relationship between the parties shall expire. In such a case, the service provider shall remain entitled to demand the fulfilment of this contract or parts thereof and to charge a reasonable processing fee of up to EUR 500.00 per individual case.
4. After termination of the contractual relationship, the merchant may no longer use the service provider’s services. Until the completion of any payment transactions initiated before the end of the contract, the service provider shall continue to process these transactions. After termination of the contractual relationship, the merchant is obliged to immediately remove the link to the payment window and the name of the service provider from the merchant’s website.
5. Any expenses and costs incurred by the merchant as a result of termination (e.g. data migration to a new service provider) shall be borne by the merchant. For the duration of the contract and the period thereafter, the parties undertake to treat all data received in accordance with the applicable data protection regulations.
6. In the event of termination of the contract, the merchant is obliged to return all confidential information of the service provider and/or delete it from its computer systems and servers and not to use it in the future. The dealer also undertakes to keep the confidential information secret for at least one year after termination of the contractual relationship. If this obligation is breached, the dealer is obliged to pay a contractual penalty to be determined at the reasonable discretion of the service provider and, if necessary, to be reviewed in full by the competent court.

Liability, indemnification, assignment

1. The service provider shall only be liable insofar as it, its legal representatives, employees and/or vicarious agents are guilty of intentional or grossly negligent conduct. Liability shall be limited to the damage typical for the contract, the occurrence of which the service provider had to expect at the time of conclusion of the contract based on the circumstances known to it at that time.
2. The limitation of liability does not apply in the event of a breach of essential contractual obligations. Essential contractual obligations are those obligations which, according to the meaning and purpose of the contract, one contracting party must grant to the other contracting party or whose fulfilment is essential for the proper execution of the contract and on whose compliance the other contracting party may regularly rely. In this case, the service provider’s liability is limited to damages typically foreseeable at the time of conclusion of the contract.
3. The service provider shall only be liable for breaches of contract if the merchant immediately, properly and in writing notifies the service provider of the non-performance or poor performance and at the same time grants a reasonable period of time to remedy the breach of contract and the breach of contract by the service provider continues after the expiry of this period.
4. Any statutory strict liability remains unaffected by the above limitations of liability. The same applies to the service provider’s liability in the event of culpable injury to life, limb or health.
5. Insofar as the service provider’s liability is effectively excluded or limited, this also applies to the personal liability of the service provider’s vicarious agents and assistants, in particular the service provider’s employees, other staff, organs and representatives.
6. The service provider shall not be liable for the factual accuracy and completeness of data transmitted to it by the dealer or other third parties or taken from public directories and managed by it or third parties. The above limitation of liability applies in particular to information with incorrect or incomplete content, hearing, input, transmission and communication errors, identity mix-ups, in particular in the case of incomplete personal details, incorrect or incomplete information as a result of technical defects, and restrictions or failure to provide information for technical reasons.
7. In the event of data loss on the part of the retailer, the service provider’s liability is limited to the costs of restoring the data on the basis of a backup copy of the data to be made by the retailer at regular intervals, regardless of whether such a backup copy is available or not.
8. The service provider shall not be liable for interruptions or impairments to the existing obligations to be performed by it. This is subject to the condition that such interruption or impairment is due to unusual or unforeseeable circumstances beyond the control of the service provider. This refers in particular to events due to force majeure, labour disputes, official measures, technical changes to the service provider’s partners’ systems or events that lie within the sphere of responsibility of third parties.
9. Upon delivery of software, information files or data made available to the retailer electronically via telecommunications channels or data transmission equipment, all risks and the risk of loss or deterioration shall pass to the merchant.
10. The service provider shall not be liable for the use of its modified software if the modification was not implemented by the service provider or was not delivered or made available by the service provider, or for any other use for which the service provider’s software was not developed or intended. The merchant shall indemnify the service provider from any liability in this respect.
11. The service provider provides the merchant with information, in particular statistical data and newsletters, but does not guarantee that the data is always up to date. The service provider reserves the right to make changes or additions to the information provided without prior notice. To the extent permitted by applicable law, the service provider accepts no liability for damages arising in connection with the use of information. This also applies to all links on the service provider’s website to which it refers directly or indirectly. The service provider is not responsible for the content of a page accessed via such a link.
12. The merchant indemnifies the service provider from any liability for product, project and domain names used that have been registered by the merchant and that infringe trademarks or trademark rights or other rights of third parties. If the service provider incurs damages as a result of a legal violation by a merchant or its end customers, the merchant is obliged to compensate for this damage. The service provider is entitled to offset corresponding claims for damages by third parties against claims by the retailer against the service provider.
13. The service provider’s offer is limited exclusively to the provision of technical services on behalf of the respective merchant. The respective merchant is solely responsible for the design and content of the website on which the service provider’s payment systems are integrated, i.e. the merchant bears sole responsibility for its website and is solely liable for any infringements of third-party rights. The merchant indemnifies the service provider from any liability in this respect.
14. The service provider’s liability for lost profits is excluded. This does not apply in the event of intentional action on the part of the service provider.
15. The merchant is not entitled to assign any claims against the service provider to third parties without the prior written consent of the service provider.

Amendment of the General Terms and Conditions

1. These General Terms and Conditions may be amended at any time by means of an individual agreement with the merchant.
2. The service provider is entitled to unilaterally amend these General Terms and Conditions with future effect if this is necessary for the continuation of the contractual relationship and there is an objective reason for doing so. Such a reason exists in particular in the event of
   1. Changes in the legal situation, case law or official requirements that directly affect the contractual services,
   2. changes to the systems, interfaces or processes used to provide the services that are necessary to maintain functionality, security or compatibility,
   3. changes by third-party providers or infrastructures over which the service provider has no influence and which impair the fulfilment of the contract, or
   4. editorial changes or clarifications without adverse effects for the merchant.

   The changes must be limited to what is necessary to continue the contractual relationship and must not jeopardise the purpose of the contract.

3. Changes must not significantly alter the contractual balance of performance and consideration to the detriment of the merchant. A change is considered significant if it results in an additional burden on the merchant of more than 10% of the agreed remuneration or impairs the core content of the main performance obligations. Changes to the main performance obligations or the agreed remuneration shall only be made if required by legal or regulatory requirements.
4. The service provider shall inform the merchant of any changes in writing at least four weeks before they are due to come into effect and shall make the amended provisions available.
5. If the merchant objects to the change within this period, the previous terms and conditions shall continue to apply. In this case, the service provider shall be entitled to terminate the contract with four weeks’ notice to the end of the month if it is unreasonable for it to continue the contract without the change. Unreasonableness shall be deemed to exist in particular if the change is necessary to fulfil legal obligations or to maintain the security of the systems.

Data protection

The service provider’s data protection information at https://web.micropayment.de/en/terms-conditions/ applies to the processing of personal data.

Final provisions, place of performance, place of jurisdiction

1. Any agreements deviating from these General Terms and Conditions must be made in writing to be effective.
2. The place of performance is the registered office of the service provider.
3. The exclusive place of jurisdiction for all legal disputes arising from this contractual relationship is the registered office of the service provider, unless mandatory provisions dictate otherwise.
4. The German version of the General Terms and Conditions is the only authoritative version. The English version is for information purposes only.