Pay-Jet GmbH, Rumfordstraße 42, 80469 Munich, Germany (hereinafter referred to as "Pay-Jet") provides services for contracting companies (hereinafter referred to as "VU") on the basis of a separate agreement (hereinafter referred to as "Service Agreement") within the scope of processing payments via POS terminals (hereinafter referred to as "POS Services") as well as a cloud-based platform solution for payment and transaction processing in eCommerce and connection of VU systems as a so-called "Software as a Service" solution (hereinafter referred to as "Platform Services"). In addition, Pay-Jet shall sell or lease to the VU the POS terminals required for the use of these services (hereinafter: "POS Terminals") on the basis of the respective POS Services. Software (hereinafter: "Terminal Software") is installed on the POS Terminals which enables the use of the POS Services offered by Pay-Jet.
If you send us data via contact form, this data will be stored on our servers in the course of data backup. Your data will only be used by us to process your request. Your data will be treated strictly
confidential. It will not be passed on to third parties.
The following GTC regulate the legal framework conditions of the services specified in more detail in the Service Agreement and are an integral part of the respective contract. Counter-confirmations by the VU with reference to its own terms and conditions of business and/or purchase are hereby expressly contradicted; they shall not become part of agreements between the parties if they are not expressly confirmed by Pay-Jet. In the event of contradictions between the provisions of these GTC and the Service Agreements, the provisions in the Service Agreements shall take precedence.If you send us data via contact form, this data will be stored on our servers in the course of data backup. Your data will only be used by us to process your request. Your data will be treated strictly
confidential. It will not be passed on to third parties.
The POS terminals and the other services covered by the contract comply with the approval requirements of the German banking industry. The VU shall bear the costs of the provision, installation and operation as well as any updates and upgrades of the POS terminals as well as any connection fees, provision fees and ongoing fees for connections, terminal equipment and message exchange incurred in connection with the services of Pay-Jet.
When concluding a Service Agreement, the VU shall act exclusively in the exercise of its commercial or independent professional activity in accordance with Section 14 of the German Civil Code (BGB).
Any representations in advertising materials or on the Pay-Jet website are non-binding. As a rule, Pay-Jet shall prepare an offer for the VU. Unless otherwise agreed, Pay-Jet shall be bound by this offer for a period of 10 days from receipt by the VU.
The VU shall accept the offer by signing it or otherwise agreeing to the offer.
The contract shall be concluded upon receipt of the order confirmation by VU or by signing the contract form. The sending of an invoice, the activation of the product or the platform or the other provision of the service shall be equivalent to an express declaration of acceptance by Pay-Jet.
In addition to these GTC, if applicable, the Deutsche Kreditwirtschaft Terms and Conditions for participation in the electronic cash system and the further requirements of Deutsche Kreditwirtschaft for the use of current technical regulations on POS terminals for electronic cash of Deutsche Kreditwirtschaft shall apply if the Girocard system (hereinafter: "Girocard") of the German Banking Industry is used.
Insofar as the Parties have agreed on the provision of POS services (cf. Section 1.1), the following provisions shall apply:
For ec and approved bank cards Pay-Jet shall transmit authorisation requests and responses between the POS and the respective responsible recipient address in accordance with the requirements applicable to the respective payment procedure or the requirements of the respective responsible acquirer. In addition, Pay-Jet shall create settlement files (hereinafter: "turnover data") in accordance with the information provided by the VU and transmit these to the respective responsible recipient address. The order for the transmission of this turnover data to the respective responsible recipient address is given by a cash register cut to be made by the VU at the POS terminal. Pay-Jet shall not check the correctness of the transmitted turnover data.
The Terminal Software shall be made available to the VU in the version agreed at the time of conclusion of the Service Agreement. VU shall be granted a non-exclusive, non-transferable and non-assignable right to use the contractual Terminal Software on the POS-Terminals for contractual purposes. VU shall not be granted any further rights. Moreover, VU shall not be entitled to use the contractual Terminal Software beyond the use permitted under the Service Agreement or to have it used by other third parties. The mandatory rights of Sections 69c to 69e of the German Copyright Act (UrhG) shall remain unaffected.
Available updates, upgrades and new versions of the Terminal Software can be made available on the basis of a separate agreement against payment of a fee. Pay-Jet shall not be obliged to inform the VU about updates, upgrades and new version deliveries.
Pay-Jet shall be entitled to make changes to other IT systems used to provide the Terminal Software used at any time if and insofar as this is necessary for a valid reason that was not foreseeable at the time the contract was concluded and the change is reasonable for the VU. A valid reason shall be deemed to exist if these changes are necessary to adapt to the state of the art or serve to optimise, in particular to maintain, the IT systems or if newly enacted or amended statutory or other sovereign requirements necessitate a change in performance.
Pay-Jet shall provide the VU with the POS-Terminal. This transfer shall take place either permanently within the framework of a purchase contract (Section 9 of the GTC) or for a limited period within the framework of a rental contract (Section 10 of the GTC). A corresponding agreement shall be made in the Service Agreement.
The POS Terminal shall be commissioned either by Pay-Jet, by a third party commissioned by Pay-Jet or by the VU. A corresponding agreement shall be made in the Service Agreement. If commissioning is carried out by the VU itself, the VU shall strictly follow the installation instructions of Pay-Jet. Commissioning shall be deemed to have taken place when one of the approved card types can be processed via the POS terminal.
Pay-Jet offers further services which are specified in the Service Agreement and regularly expands the existing range of services. Such services can be provided by Pay-Jet upon agreement against payment of further fees. Supplementary agreements are made for these services.
Pay-Jet does not provide any acquiring services in accordance with the Service Agreement. The VU and the acquirer have a direct contractual relationship for such acquiring services. Pay-Jet is not involved in this contract.
The IT systems required to handle authorisations and transaction processing are operated to the extent necessary. An annual availability of the systems of 99% is guaranteed. This does not include downtimes which are not within the sphere of influence of Pay-Jet (e.g. failure of telecommunications providers technical errors on the part of the VU). The failure of a component shall not be included in the calculation of the system availability if the function assigned to this component can be compensated for in an equivalent manner by "backup components" of the system (e.g. failure of a single line). Downtimes due to necessary maintenance work are also not included. Pay-Jet shall notify the VU in writing of the time and duration of maintenance work in good time in advance of its commencement, unless the interruption appears necessary as an emergency measure due to particular urgency and cannot be announced in good time in advance.
Pay-Jet shall be entitled to interrupt its services or to limit their duration insofar as-
this is necessary due to legal or official orders;
there is reasonable suspicion of money laundering or terrorist financing (until the facts are clarified);
If agreed in the Service Agreement, Pay-Jet will, during the agreed term of the Custodial Maintenance Services, replace defective POS Terminals with equivalent POS Terminals usually within one Business Day, provided that the notice of damage is given before 3pm on a Pay-Jet Business Day. Pay-Jet shall bear the costs for the replacement POS terminal and the costs for sending the replacement POS terminal, provided that the defect is not due to (negligent or intentional) improper handling, external influence or force majeure. In these cases, Pay-Jet may demand compensation in the amount of the damage incurred. The VU shall be obliged to send the defective POS terminal to Pay-Jet within a period of 10 business days after notification of the defect at its own expense, appropriately insured. The VU shall bear the risk of accidental loss or deterioration of the POS terminal during transport. If the POS terminal is not returned within the specified period, Pay-Jet may charge the VU the new purchase price of the replacement POS terminal. The VU reserves the right to prove a lesser loss.
Pay-Jet's service hours shall apply for system failures/damage for the technical emergency service from Monday to Sunday from 6 p.m. to 9 a.m., for other technical and commercial enquiries on business days from 9 a.m. to 6 p.m. under the number: ., e-mail: ... .
Business days of Pay-Jet are Monday - Friday with the exception of national bank holidays and bank holidays in Munich.
Insofar as the Service Agreement also includes Platform Services (cf. Section 1.1), the following provisions shall apply:
Within the scope of the Platform Services VU shall be provided with a platform for transaction and payment processing and connection of VU systems in the area of e-commerce for a fee on a temporary basis ("Software as a Service"). The contractual service comprises the set-up and parameterisation of the VU's interface on the platform as well as the technical transaction processing within the scope of the selected product from the VU's business operations on the platform.
In this context, transaction-relevant data of the VU in connection with the technical processing of payment transactions shall be received from the VU's shop system for the selected payment methods and forwarded via the platform to the output interfaces of the platform to the banks or payment service providers, acquirers and/or third-party providers selected by the VU for processing.
Pay-Jet shall make the platform and the interface available for the VU's contractual use from the time agreed in the service contract.
Pay-Jet acts exclusively as a technical service provider for the processing of payment transactions between the VU, the end customers and the banks or payment service providers. The payments shall be made exclusively directly between the banks or payment service providers to the VU without Pay-Jet having any influence on the respective payment process or the information transmitted in the process. Pay-Jet itself neither forwards nor accepts payments. Only the contracts between the VU, the end customers, the banks and the payment service providers shall apply to the conditions of the payments.
Pay-Jet shall not be responsible for the correctness of the content of the information transmitted for all payment procedures, but exclusively for the unchanged and correct forwarding of the authorisation information received.
The platform is made available for use on a temporary basis for the fee agreed in more detail in the Service Agreement. The platform runs on servers which are within the sphere of influence of Pay-Jet. The platform is accessed via Remote Desktop Protocol (RDP) or browser-based. The exact type and scope of the functionalities of the platform result from the respective service descriptions of Pay-Jet and from the individual Service Agreement.
General technical changes, changed legal or contractual conditions or other requirements at Pay-Jet (insofar as these constitute a valid reason for change) at the VU or at third parties (credit card providers, credit institutions, banks, etc.), which have an effect on the interface or the upstream system, may make changes, adjustments or reprogramming at the VU necessary. Pay-Jet shall not be obliged to perform these adaptations of the platform or the software. If Pay-Jet performs such services on the VU's system at the VU's request, the VU shall bear the costs for this in accordance with the price list in the currently valid version.
Pay-Jet shall also be entitled to use third parties or subcontractors to provide its services without the VU's consent.
The VU shall provide all reasonable support services free of charge insofar as these are necessary so that Pay-Jet can provide its contractually owed services.
The VU's duties to cooperate shall include, in particular, the provision of information, cooperation in test runs and, if necessary, granting access to the business premises and access to the VU's IT systems, insofar as this is necessary for the proper provision of services by Pay-Jet. In addition, the VU shall create the technical prerequisites which Pay-Jet specifies in the Service Agreement (such as suitable shop system, internet connections, hardware and software requirements, if applicable, etc.). In particular, the VU shall keep its systems that communicate with the platform or receive, forward or process data via it up to date at all times (also with update and patch levels) and effectively protect the systems against unauthorised persons by means of appropriate technical and organisational measures (e.g. access, access control measures, also with firewall and virus protection). VU undertakes to provide all necessary information for the technical processing of payments via the platform or to provide such information upon request.
VU shall also provide the cooperation services and create the conditions for VU resulting from the contracts with third party providers (e.g. payment services or acquirers, banks).
VU shall be obliged to take note of and comply with the security regulations of the PCI-DSS regulations (Payment Card Industry Data Security Standard: www.pcisecuritystandards.org), which are also available on the websites of Visa or MasterCard, among others.
The VU shall also inform itself about the payment and transaction conditions of the banks or payment service providers selected by it and shall observe all modalities for the processing of transactions in third-party contracts which it concludes and executes with the respective bank or payment service provider on its own responsibility. Pay-Jet can neither influence the contractual relationship nor the payment process or the information transmitted in the process, such as in the case of acceptance contracts for credit card payments. The VU shall be solely responsible for the conclusion and execution of the contracts and the proper processing of the transactions. However, the contractual relationship with Pay-Jet requires a corresponding right of acceptance.
If the VU does not provide the cooperation services or does not provide them properly and if Pay-Jet is therefore impaired in the provision of its services, Pay-Jet shall not be responsible for any performance disruptions arising from this. Insofar as the parties have agreed delivery dates or deadlines, these shall be extended to a reasonable extent plus a reasonable start-up time. Otherwise Pay-Jet shall be entitled to the rights resulting from Sections 642, 643 BGB.
The Platform offers the VU various control options for the transaction data via access to the Platform Backend System, with which the VU can check the conformity of its transactions processed via the platform (e.g. payments) with its own system data.
VU undertakes to set up suitable procedures for checking its transaction data and to use them regularly, at least monthly. It shall be liable for any damage caused by the inadequate fulfilment of its control obligations. VU acknowledges that insufficient control of the Transaction Data may also cause damage to third parties (e.g. banks or payment service providers).
The VU also undertakes to transmit to Pay-Jet all data required for the execution of the contract correctly and in a processable condition and to document all faults, defects or other impairments with a sufficiently detailed description including the effect and to notify Pay-Jet immediately in writing.
The use of the platform requires registration by the VU and a customer account. Pay-Jet shall set up a customer account for the respective user after conclusion of the contract.
The VU shall provide all information completely and truthfully during registration and observe the information and notification obligations in accordance with section 5 of these GTC. It shall provide the data and documents required for the fulfilment of the contract accurately and in a processable form or enter them into the platform.
The usage and access authorisations as well as identification and authentication safeguards assigned to VU or the users shall be protected against access by third parties and may not be passed on to unauthorised users.
The VU shall refrain from any attempts to retrieve information or data itself or through unauthorised third parties without authorisation or to intervene or allow intervention in software operated by Pay-Jet or to penetrate data networks of Pay-Jet without authorisation.
The VU shall ensure that it takes suitable state-of-the-art security measures (in particular up-to-date anti-virus software) to protect its computer systems against malware. In particular, VU shall be obliged to check all content which it intends to place in the software for viruses and other malware beforehand.
The VU shall download and back up its data files available in the system from Pay-Jet's system at regular intervals, but at least once a week. This shall also apply at the time of termination of the contract, as it cannot be ruled out that the VU will no longer be able to access its data thereafter. Unless expressly agreed, Pay-Jet shall not assume any data backup measures, data recovery measures or other support services for the VU. The VU shall in particular bear costs in accordance with the eCommerce Service Agreement if Pay-Jet has to provide additional backup or support services which are based on the fact that the VU has no or insufficient knowledge in the use of the systems and tools required for transaction processing.
VU undertakes to inform the respective authorised users in its company of the provisions of Section 4.2.5 of these GTC and also to oblige them to comply with them.
If the VU does not comply with one of the obligations regulated in section 4.2.5 even after the expiry of a period of five working days despite a reminder, or if Pay-Jet establishes that the contents placed in the software by the VU contain malware, Pay-Jet shall be entitled to block the VU's access to the software. Access shall only be reactivated when the breach of the corresponding obligation has been permanently eliminated. In this case the VU shall not be released from its remuneration obligation.
Unless otherwise agreed, Pay-Jet shall grant the VU a non-exclusive, non-transferable and non-sublicensable right, limited in time to the duration of the Service Agreement, to access the platform and the Pay-Jet interface for the selected product for the respective fee agreed in the Service Agreement and to use the platform to the contractually regulated extent. The right of use shall not include any ownership right and shall not grant VU any rights to the software or the platform itself, the IT infrastructure provided, the source code or any decompiled software. The interface may only be used by VU itself and not by third parties.
The right of use granted to VU in each case shall also apply to any improvements or further developments of the software to the extent regulated in the preceding paragraphs (cf. Section 7 of the GTC).
VU shall not be entitled to use the platform beyond the use permitted in accordance with this agreement or to have it used by third parties or to make it accessible to third parties. In particular, VU shall not be permitted to reproduce, process, sell or transfer the software or parts thereof for a limited period of time, especially not to rent or lend it. Corresponding copyright notices of Pay-Jet or third parties may not be changed or removed.
Pay-Jet shall be entitled to take appropriate technical measures to protect against non-contractual use of the platform. In doing so, Pay-Jet shall ensure that the contractual use of the platform is not impaired more than insignificantly.
For each individual case in which the VU culpably enables the use of the Platform by third parties or otherwise uses the Platform unlawfully, the VU shall be obliged to pay an immediately due contractual penalty to be determined at the reasonable discretion of Pay-Jet and which can be reviewed by the competent local or regional court. Pay-Jet reserves the right to claim further or more extensive damages. In this case the contractual penalty shall be offset against the claim for damages. In such cases Pay-Jet reserves the right to block the use of the platform temporarily or permanently and to terminate the contract extraordinarily.
In the event of an unauthorised transfer of use, the VU shall, upon request, immediately provide Pay-Jet with all information available to it for the assertion of claims due to the use in breach of contract, in particular the name and address of the unauthorised user.
The availability of the system shall be at least 99% on an annual average within the sphere of influence of Pay-Jet. Circumstances arising for the VU in connection with maintenance, servicing for optimisation and performance enhancement as well as troubleshooting of faults for which Pay-Jet is not responsible and failures due to force majeure shall not be covered by the requirement to ensure availability, so that a failure caused by this must be accepted by the VU.
The availability is calculated according to the following formula:
Availability in percent = 100 -1*downtime × 100/operating time in hours per year
The VU must report disruptions to the system availability to Pay-Jet by e-mail to support@pay-jet.de immediately after becoming aware of them. Before reporting a malfunction, the VU shall check within the scope of proportionality whether the cause of the malfunction lies within its area of responsibility. Pay-Jet shall accept the faults during its usual office hours (Monday to Friday, excluding public holidays in accordance with the Bavarian Public Holiday Act (Feiertagsgesetz Bayern), 9.00 a.m. to 6.00 p.m.) and process them without delay.
The VU shall be obliged to provide all information required for the performance of the Service Agreement completely and without delay upon conclusion of the Service Agreement and during the entire term of the Service Agreement at its own expense. The VU shall also inform Pay-Jet immediately in writing of any changes to the data provided by it in the Service Agreement. Furthermore, the VU shall provide a confirmation in writing or via the internet within four weeks of a corresponding request from Pay-Jet, which shows whether the information provided by the VU is still up to date. The above obligations shall apply in particular to the following information:
a) Changes to the legal form, company name, commercial register entry or VAT ID,
b) changes to the contact details provided by VU (in particular the postal address and the transmitted e-mail addresses), the bank details, the account holder or the creditor ID of VU,
c) a sale or lease of the business or any other change of ownership or the closure of the business,
d) significant changes in the product range of the VU,
e) filing of an application for the opening of insolvency or composition proceedings,
f) change of the beneficial owner within the meaning of the Money Laundering Act (GwG),
g) application for insolvency of the company and opening of insolvency proceedings against the assets of the VU,
h) change of postal addresses of the POS terminal location,
i) change of authorised representatives of the VU who are permitted to act vis-à-vis Pay-Jet.
The VU shall be obliged to notify Pay-Jet immediately by telephone of any disruptions, defects and damage in operation or to the equipment as well as the assertion of rights by third parties.
If the VU has indications that a POS system used by it has been manipulated, stolen, destroyed, disposed of or is otherwise no longer available to the VU, it shall inform Pay-Jet of this immediately. Such indications shall be present in particular in the case of completed or allegedly unsuccessful break-ins into the business premises of the VU, even if no externally recognisable interventions were made to the POS system. VU shall be obliged to regularly check the POS Terminals for intactness, in particular also for the attached security seals and, if applicable, for traces of attempted manipulation. If a POS system is disposed of, the VU shall ensure and document that he has deleted all data in the POS system and that all outer covers are rendered unusable.
The VU shall be obliged to perform the "Cash Cut" function at least once a week for each POS Terminal through which transactions were processed. Terminals managed via the Pay-Jet platform shall not be affected by this.
The remuneration shall be based on the respective price lists of Pay-Jet at the time of the order. All prices are net plus value added tax.
In addition to the remuneration specified in clause 6.1, one-off set-up fees may be incurred depending on the product. Unless otherwise agreed, the set-up fee shall be incurred per location. Further costs of third parties (such as routing costs, PIN authorisation, credit agencies, acquiring contracts) are not included in the contractual services of Pay-Jet and shall be charged separately to the VU by the respective third party provider according to its rates.
Unless otherwise agreed, Pay-Jet shall issue an invoice for the use of the Services for the respective contractual period at the end of each month. Further details are contained in the Service Agreement. Unless otherwise agreed, the remuneration shall be due for payment at the latest two weeks after receipt of an invoice by the VU. The VU agrees that Pay-Jet may issue the invoice in electronic form (e.g. as a PDF document).
Pay-Jet shall be entitled to adjust the regularly recurring remuneration in continuing obligations (e.g. remuneration within the framework of the service contract) to compensate for cost increases in the area of total costs, in particular to compensate for costs for technology and operation of the services (e.g. costs for the operation of data centres). (e.g. costs for the operation of data centres, software licences), costs for customer support (e.g. service hotlines, billing and IT systems), personnel and service costs, energy, overheads (e.g. for administration, marketing, rents) at its reasonable discretion (§ 315 BGB). Pay-Jet shall notify the VU of the increase in remuneration in writing or by e-mail and give reasons. Price adjustments shall become effective after the expiry of ten weeks after written notification of the VU, unless the VU terminates the contract with express reference to the announced price adjustment within a period of eight weeks (after receipt of the written notification). The increase in remuneration shall not apply to periods for which the VU has already made payments. If the VU exercises the right of termination in due time, the non-increased remuneration shall be charged until the termination takes effect. An increase in the remuneration within six months after conclusion of the contract shall be excluded.
The VU shall be in default of payment without the need for a reminder if payment is not received within 14 days of receipt of the invoice.
In the event of default or deferral of payment, interest shall be charged at a rate of 9 percentage points above the respective base interest rate oft he European Central Bank.
Pay-Jet expressly reserves the right to claim a lump sum for default pursuant to section 288 para. 5 German Civil Code (BGB) and, if applicable, further damages caused by default. In this case, however, the lump sum and the default interest shall be set off against any further claims for damages.
During a delay in payment of a not insignificant amount (at least EUR 500) or in the event of a delay in payment of more than two monthly invoices, Pay-Jet shall be entitled to block access to the services or to make use of a right of retention. In these cases the VU shall remain obliged to continue to pay the time-based fees.
If the VU is in default with the payment of the fees or a not insignificant part of the fees (at least 50%) for two consecutive months or in a period that extends over more than two months with the payment of the fee in an amount that reaches the fee for two months, Pay-Jet shall be entitled to terminate the Service Agreement without observing a period of notice and to demand lump-sum damages due immediately in one sum in the amount of one quarter of the remaining monthly prices until the expiry of the regular contract term. The amount of damages shall be set higher or lower if either Pay-Jet can prove higher damages or the VU can prove lower damages. Pay-Jet reserves the right to assert further claims due to default in payment.
Unless otherwise agreed, Pay-Jet shall be entitled, but not obliged, to continuously improve and further develop the respective contractual software and the platform at its own discretion as well as to adapt the interfaces, to make a new version available or to change or limit the functions and properties of the interface. This applies in particular to such further developments as are necessary in order to adapt the software to technical or scientific progress or changes in the law or jurisdiction.
Insofar as Pay-Jet makes changes to the software or platform and significant changes to performance result from this, the VU shall receive a corresponding notification in good time before the implementation of the changes. If the VU demonstrably suffers disadvantages as a result, the VU shall have the right to terminate for good cause. The termination shall be made within two weeks after receipt of the notification of the further development/service change.
Unless otherwise agreed, Pay-Jet shall be entitled, but not obliged, to continuously improve and further develop the respective contractual software and the platform at its own discretion as well as to adapt the interfaces, to make a new version available or to change or limit the functions and properties of the interface. This applies in particular to such further developments as are necessary in order to adapt the software to technical or scientific progress or changes in the law or jurisdiction.
The provisions of this Section 9 of the GTC shall apply insofar as the VU purchases one or more POS terminals from Pay-Jet in accordance with the Service Agreement.
The POS terminals supplied by Pay-Jet to the VU shall remain the property of Pay-Jet until they have been paid for in full. In the event of seizure of the POS terminals by third parties or other interventions by third parties, the VU must refer to the ownership of Pay-Jet and must notify Pay-Jet immediately in writing so that the ownership rights can be enforced.
The statutory provisions shall apply to the VU's rights in the event of material defects and defects of title, unless otherwise stipulated in the Service Agreement and/or hereinafter and/or unless additional depot maintenance services have been agreed.
The VU's claims for defects shall be subject to the condition that he has complied with his statutory obligations to inspect and give notice of defects according to sections 377, 381 of the German Commercial Code (HGB).
If the delivered POS Terminal is defective, Pay-Jet may initially choose whether subsequent performance is provided by rectifying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). The right to refuse subsequent performance under the statutory conditions remains unaffected.
The VU shall be obliged to send the defective POS Terminal to Pay-Jet within a period of 10 business days after notification of the defect, appropriately insured. Pay-Jet shall check warranty claims upon receipt and commence subsequent performance. Pay-Jet shall bear the costs for the return shipment if the VU is entitled to a warranty claim.
The provisions of this Section 10 of the GTC shall apply insofar as the VU rents one or more POS Terminals from Pay-Jet in accordance with the Service Agreement. The calculation of the agreed rent shall commence from the date specified in the Service Agreement.
The VU shall not be entitled to sublet POS Terminals provided by Pay-Jet for rental.
The statutory provisions shall apply to the VU's rights in the event of material defects and defects of title, unless otherwise stipulated in the Service Agreement and/or below and/or unless additional depot maintenance services have been agreed.
VU shall carry out the necessary maintenance and repair work on the respective POS Terminal after the expiry of twelve (12) months from the transfer of risk with regard to the respective POS Terminal during the remaining term of the individual lease agreement in order to maintain the operational readiness of the POS Terminal ("Maintenance"), unless depot maintenance has been agreed.
The VU shall be obliged to send the defective POS Terminal to Pay-Jet within a period of 10 business days after notification of the defect, adequately insured. Pay-Jet shall check warranty claims upon receipt and commence subsequent performance. Pay-Jet shall bear the costs for the return shipment if the VU is entitled to a warranty claim.
After termination of the rental relationship the VU shall return rented POS Terminals to Pay-Jet within 10 business days without being requested to do so and at its own expense with appropriate insurance. The VU shall bear the risk of accidental loss or deterioration during transport.
The Service Agreement shall commence upon signature and may be terminated by either contracting party for the first time subject to a notice period of 6 months to the end of the minimum term agreed in the respective Service Agreement. If the Service Agreement is not terminated by then, it shall be extended by a further 12 months.
If the remaining term of the contractual relationship is less than 12 months in the event of subsequent orders for further services, the remaining term shall be extended to 12 months by subsequent orders for further services for VU and further - if no notice of termination is given within the period of 6 months to the end of the remaining term - in accordance with the above paragraph. A subsequent order of individual services in the terminated contractual relationship is therefore not possible.
The Service Agreement can be terminated by Pay-Jet in full or with regard to individual partial services with a notice period of three months if a service is connected with third party providers or suppliers or can no longer be offered by Pay-Jet for technical or legal reasons. In individual cases Pay-Jet shall also be entitled to terminate with shorter notice if the service is demonstrably no longer offered by the respective third party supplier.
The right of the contractual partners to extraordinary termination of the Service Agreement for good cause shall remain unaffected. Good cause entitling Pay-Jet to extraordinary termination shall be deemed to exist in particular if:
- the VU is in default with a not only insignificant part of the fees to be paid (cf. section 7.5 of the GTC),
- if the VU does not fulfil contractual obligations within the reasonable period set by Pay-Jet or
- if the VU repeatedly breaches the duty to inform.
Insofar as nothing to the contrary arises from these GTC including and/or the Service Agreement, Pay-Jet shall be liable in accordance with the statutory provisions in the event of a breach of contractual and non-contractual obligations.
Pay-Jet shall be liable for damages - irrespective of the legal grounds - within the scope of fault liability in the event of intent and gross negligence. In the event of simple negligence Pay-Jet shall only be liable subject to a milder standard of liability in accordance with statutory provisions (e.g. for care in own affairs):
a) for damages arising from injury to life, body or health,
b) for damages arising from the not inconsiderable breach of a material contractual obligation (obligation the fulfilment of which is a prerequisite for the proper performance of the contract and on the observance of which the contractual partner regularly relies and may rely) and in cases of grossly negligent breach of ancillary contractual obligations; in this case, however, Pay-Jet´s liability shall be limited to compensation for the foreseeable, typically occurring damage. These limitations of liability shall also apply in the event of breaches of duty by or in favour of persons for whose fault Pay-Jet is responsible in accordance with statutory provisions. They shall not apply insofar as Pay-Jet fraudulently conceals a defect and for claims under the Product Liability Act.
c) In the case of a Service Agreement which includes Platform Services (cf. Section 1.1), the strict liability of Pay-Jet for damages (Section 536a BGB) for defects existing at the time of conclusion of the contract shall be excluded with the exception of the liability cases of Sections 12.2 a) and b) of these GTC.
Typical and foreseeable within the meaning of clause 12.2 lit b) of these GTC shall be deemed to be damage not exceeding EUR 1,000 for each POS Terminal affected by a damage event.
Liability for loss of data shall in any case be limited to the expenditure which would have been incurred if the VU had regularly made back-up copies.
Due to a breach of duty which does not consist of a defect, the VU may only withdraw or terminate if Pay-Jet is responsible for the breach of duty. A free right of termination on the part of the VU (in particular in accordance with sections 651, 649 BGB) shall be excluded. In all other respects the statutory requirements and legal consequences shall apply.
Pay-Jet undertakes to use this exclusively for the purpose of implementing the contract. For specific questions regarding data protection, please contact Datenschutz@Pay-Jet.de. Pay-Jet's data protection practice is in accordance with the applicable data protection regulations, such as the General Data Protection Regulation (EU) 2016/679 (DSGVO), the German Federal Data Protection Act (BDSG) and the German Telemedia Act (TMG). All information on the collection, processing and use of users' personal data can be found in the data protection information. The VU is the "responsible party" for the processing of the Customer Data within the meaning of the DSGVO and is thus responsible for compliance with all legal provisions on data protection resulting from the DSGVO and other legal provisions on data protection applicable to the VU.
The VU shall be obliged to comply with the statutory transparency obligations vis-à-vis data subjects and to obtain any required data protection consents (for example in the case of creditworthiness enquiries with credit agencies) from its customers.
This obligation shall continue after termination of the contract. Confidential information includes, in particular, business secrets within the meaning of section 2 No. 1 of the German Business Secrets Act (Geschäftsgeheimnisgesetz) and all records, documents and information expressly marked as confidential, as well as the offer prepared individually for the customer and the contents of the contract.
Which was demonstrably already known to the recipient at the time of the conclusion of the contract or which subsequently becomes known to the recipient from a third party, without thereby violating a confidentiality agreement, statutory provisions or official orders;
Which the Recipient has independently obtained without thereby violating a confidentiality agreement, statutory provisions or official orders;
Which is public knowledge at the time of the conclusion of the contract or is made public thereafter, unless this is due to a breach of this contract; or
Which is required to be disclosed by law, by contractual obligations to the credit and debit card industry, or by order of a court or governmental authority. To the extent permissible and possible, the recipient obliged to disclose shall inform the other party in advance and give it the opportunity to take action against the disclosure.
Actions permitted and exempted from confidentiality under sections 3, 5 of the German Business Secrets Act shall remain unaffected. Any separate confidentiality agreement between the parties shall remain unaffected.
Third parties in this context are all natural persons, legal entities not affiliated with the receiving party pursuant to sections 15 et seq. German Stock Corporation Act (AktG), as well as their employees and representative bodies. Disclosure to vicarious agents, subcontractors or external consultants of the receiving party is only permitted with the prior consent of the disclosing party.
The general limitation period for all claims of the VU arising from the Service Agreement (for contractual and non-contractual claims for damages) shall be one year, unless the application of the regular statutory limitation period (sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. The limitation period shall commence at the point in time specified in section 199 para. 1 BGB.
Excluded from the provision of Clause 14.1 are claims of the VU arising from Clause 12.2 sentence 1 of these GTC and from claims arising from the Product Liability Act as well as in the case of damage to the life, body or health of persons. The statutory provisions shall apply to such claims.
Amendments to the Service Agreement shall be offered to VU in text form no later than two months before their proposed effective date. The VU shall be deemed to have given its consent - subject to termination by the VU - if it has not given notice of its rejection before the proposed date on which the amendments are to take effect. The time limit shall be observed if the VU sends its rejection to Pay-Jet before the proposed date on which the changes take effect. Pay-Jet shall specifically draw the VU's attention to this approval effect and to existing termination rights in its offer.
All amendments or supplements to these GTC and/or the Service Agreements must be made in writing in order to be effective. This shall also apply to the amendment of this written form clause itself.
These GTC and/or the Service Agreements shall be governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods and German international private law.
If the VU is a VU within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction - including international place of jurisdiction - for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of Pay-Jet. The same shall apply if the VU is an entrepreneur within the meaning of section 14 BGB. However, Pay-Jet shall also be entitled in all cases to bring an action at the place of performance of the services in accordance with these GTC and/or the service contract or at the general place of jurisdiction of the VU. Overriding statutory provisions, in particular on exclusive jurisdiction, shall remain unaffected.
Should any provision of these GTC or of the Service Agreement be or become invalid or unenforceable, the validity of the remainder of the Agreement shall not be affected thereby. The parties shall endeavour to replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the invalid or unenforceable provision in economic terms. The same shall apply in the event of a loophole.
Should any provision of these GTC or of the Service Agreement be or become invalid or unenforceable, the validity of the remainder of the Agreement shall not be affected thereby. The parties shall endeavour to replace the invalid or unenforceable provision with a valid and enforceable provision that comes as close as possible to the invalid or unenforceable provision in economic terms. The same shall apply in the event of a loophole.
