(Effective from 25.06.2024)

1. Description of Services

1.1. Scope of this Agreement and Position of Payrexx

This service agreement from Payrexx ("Agreement") is a legally binding contract between Payrexx AG. ("Payrexx”, "us” or "we”) and the legal or natural person ("You”, "Your” or the "User”), who has registered on the Payrexx account page for the purpose of using certain services provided by Payrexx and its affiliated companies in the fields of payment processing, data processing, technology and analytics (hereinafter each referred to as a "Service”). This Agreement describes the conditions applicable to your use of the Services. Payrexx cannot be held liable for the products and/or services purchased using the payment service. In the course of providing payment services, Payrexx acts as a technical service provider for the financial institution that performs the actual payment service under this Agreement. If you do not understand the terms of this Agreement, please contact us before using the Services.

You may only access or use the Services to the extent that you agree to comply with all terms of this Agreement.

2. Your Payrexx Account

2.1. Registration and Eligible Activities

Only businesses (including sole proprietors), non-profit charities and other legal or natural persons are entitled to apply for a Payrexx account to use the services described in this Agreement. Payrexx and its affiliates may provide services for you or your affiliates in other countries or regions under separate agreements.

If you use the facilitating offer of Payrexx AG, you are obliged to register with Payrexx before you can take advantage of our services. You register by creating an account. To comply with anti-terrorism and financial services regulations, the Money Laundering Act and other applicable laws and regulations, as well as Payrexx's KYC ('Know Your Customer') requirements, its affiliates and/or financial institutions or intermediaries, Payrexx is required to ask you for certain information. To register for a Payrexx account, you or the person(s) submitting the application (your "Representative") must provide us with your business or trading name, address, email address, telephone number, tax number, URL, the nature of your business or activities, and certain other information we require about you. We may also collect personal data (including name, date of birth, official identification number, official identification document, residential address, document confirming residential address, and certain other information we require) about your beneficial owners, your principals, and the administrator of your Payrexx account. Until you have submitted and we have reviewed and approved all required information, your Payrexx account is only available to you on a provisional basis and we may terminate it at any time and for any reason.

If you use payment services, your name (or the name used to identify you) and your URL may appear on your customers' account statements or other records. To minimise confusion and prevent potential disputes, these descriptors must be recognisable to your customers and accurately describe your business or activities. You may only use the payment services to enable the transactions defined below with your customers. You may not use the payment services to conduct personal transactions or peer-to-peer money transfers or for other purposes not permitted by this Agreement. You warrant and guarantee that all information you provide to Payrexx is accurate, complete, and truthful and that you will promptly update the registration information whenever changes occur, so that it is always complete, accurate, and up to date.

2.2 Corporate Representatives

Your Representative and you each individually confirm to Payrexx that your Representative is authorised to provide the information described in Section 2.1 on your behalf and to bind you to this Agreement. We may require your Representative or you to provide additional information or documents to prove your Representative's authorisation. Neither you nor your Representative may register a Payrexx account in the name of a user whose account has previously been terminated by Payrexx, nor may you attempt to register a Payrexx account for such a user, without the express written consent of Payrexx.

If you are a sole proprietor, you and your Representative further confirm that your Representative is personally responsible and liable for your use of the Services and your obligations to customers, including the payment of amounts owed under this Agreement.

The following special requirements apply to persons under eighteen (18) years of age. If you are an individual or sole proprietor and under eighteen (18) but over sixteen (16) years old, your Representative must be one of your parents or a legal guardian. If you are a legal entity directly or indirectly owned by a person not at least 18 years old but 16 or older, your Representative must obtain the consent of your board or a proxy. Any board, authorised officer, parent or guardian giving such consent is legally bound by this Agreement to Payrexx as if they had agreed to the terms of this Agreement themselves. You may not use the Services if you are under sixteen (16) years old.

2.3 Verification and Acceptance

After registration, we will verify your identity and assess the risk your business activities pose to Payrexx. Based on this, we will decide whether to provide the payment services to you. For this purpose, Payrexx may share your data, including the personal data of your legal representative(s) or ultimate beneficial owner(s), with any financial institution. For this review, we may ask you to provide additional information, including financial statements, invoices, permits, or other government-issued identifications or approvals. By agreeing to this Agreement, you consent to us and the financial institution (if deemed necessary) collecting information about you and providing that information to third parties, including (but not limited to) credit rating agencies and other companies and institutions that provide information. You further authorise these third parties to provide us with such information about you. You acknowledge that such information may also include your name, address, credit history, and other data. Payrexx may regularly update this data to determine whether you continue to meet our conditions and this Agreement.

You hereby authorise Payrexx to share information about you, your application (regardless of whether your application is approved or rejected), and your account with financial institutions. This includes the following information:

Information about transactions that allows Payrexx and/or financial institutions to fulfil obligations arising from legal regulations, applicable law or regulatory requirements; 2. Information for use in connection with the administration and maintenance of payment services; 3. Information that can be used to register or update your data and contribute to the improvement of payment services, and 4. Information Payrexx needs for risk management.

In exceptional cases, we may ask you for your consent to audit your business premises to gain insight into financial administration if they relate to or may relate to the scope and manner in which you fulfil this Agreement. Failure to comply with our requests for information within the specified period may result in your account being temporarily suspended or terminated.

If expressly agreed by the parties, Payrexx may use your information to apply on your behalf for opening an account with financial institutions or intermediaries if such an account is necessary to process transactions via the payment service.

2.4 Change of Your Business and Update of Your Payrexx Account

You commit to keeping the information in your Payrexx account up to date. You must promptly update your Payrexx account with all changes affecting you, the nature of your business activities, your representatives, beneficial owners, principals, or other related information. We may suspend your Payrexx account or terminate this Agreement if you do not keep this information up to date.

You further agree to notify us in writing without delay, no later than three days after any of the following events occur: you are subject to a voluntary or involuntary insolvency application or proceeding or a receivership, bankruptcy, or similar proceeding (hereinafter each referred to as "insolvency proceeding"), there is an adverse change in your financial condition, a planned liquidation or a liquidation is expected, or a significant change in the fundamental nature of your business is planned or expected, you transfer or sell at least 25% of your total assets, or there is a change in the control or ownership of your company or parent company, or a judgment, order or order to seize, execute, retain or confiscate at least 25% of your total assets is issued against you.

3. Your Business Relationships with Your Customers

You may only use the Services for lawful transactions with your customers. You know your customers better than we do, and you are responsible for your relationship with them. Payrexx is not responsible for the products or services you post or sell or for your customers making their purchases using the Services, or, if you accept donations, for your communication with your customers about the intended use of these donations. You confirm that you alone are responsible for the nature and quality of the products or services you provide and for delivery, support, refunds, returns, or any other ancillary services you provide to your customers.

Payrexx provides you with the Services, but we have no way of knowing whether a particular purchase, sale, donation, order, or other transaction (hereinafter each referred to as a "Transaction") is correct or complete or common for your business. You are responsible for determining whether a transaction initiated by your customer is erroneous (such as if a customer buys an item but actually wanted to order another) or suspicious (such as unusual or large purchases or a request for delivery abroad when this is not usually the case). If you are unsure whether a transaction is erroneous or suspicious, you undertake to investigate the transaction and, if necessary, contact your customer before you process or complete the transaction. You are solely responsible for all losses that arise due to erroneous or fraudulent transactions in connection with the use of the Services.

4. Support

We will provide you with support to resolve general issues related to your Payrexx account and your use of the Services. This support includes material and documents that we make available to you via the current versions of the Payrexx support pages, the API documentation, and other pages on our website (hereinafter collectively referred to as the "Documentation"). The most effective way to get answers to your questions is to review our Documentation. If you have any questions after consulting the Documentation, please contact us.

5. Your Obligations

5.1 Compliance with Applicable Legislation

You are required to use the Services in a lawful manner and comply with all applicable laws, regulations, and ordinances ("Laws") pertaining to the use of the Services and to transactions. This may include compliance with domestic and international laws on the use or provision of financial services, notifications and consumer protection, unfair competition, data protection, and misleading advertising and other laws related to transactions.

5.2 Prohibited Activities

You may not use the Services to allow yourself or others to benefit from activities that Payrexx classifies as conditional or prohibited businesses and activities (hereinafter collectively referred to as "conditional and prohibited businesses"). Conditional or prohibited businesses include the use of the Services in or for the benefit of a country, company, or natural or legal person that a government has embargoed or blocked, including those on sanctions lists of the SECO (Swiss State Secretariat for Economic Affairs) or the European Commission.

Please carefully review the summary of conditional and prohibited businesses before registering for and opening a Payrexx account. If you are unsure whether a category of businesses or activities is conditional or prohibited, or if you have questions about whether and to what extent these restrictions apply to you, please contact us. We may supplement or update the summary of conditional and prohibited businesses at any time.

5.3 Further Conditional or Prohibited Businesses

You may not use the Services to conduct illegal transactions nor allow others to use the Services for personal, family or household purposes. In addition, the following activities are prohibited to you, and you may not allow others to perform them: (i) accessing or attempting to access non-public Payrexx systems, programs, data or Services, (ii) copying, reproducing, republishing, uploading, posting, transmitting, reselling or distributing data, content or parts of the Services, Documentation, or our website, in any manner unless expressly permitted by applicable laws, (iii) acting as a service bureau or pass-through for the Services without adding value to the customers, (iv) transferring rights granted to you under this Agreement, (v) circumventing any technical restrictions on the Services or enabling a function that is disabled or not authorized, (vi) reverse engineering or attempting to reverse engineer the Services unless expressly permitted by applicable laws, (vii) engaging in or attempting to carry out actions that would disrupt the normal operation of the Services or would impair the use of the Services by our other users, or (ix) causing unreasonable or disproportionately high load on the Service.

5.4 Information Disclosure

You are responsible for ensuring that the following information is clearly and comprehensibly displayed on your website:

• Your contact details (or the contact details of customer service), which must include at least your address, your number at the chamber of commerce (if applicable), your phone number, and your email address

• Pricing information for your products and/or services

• Delivery information, especially timelines and costs

• Legal notice and general terms and conditions

• Payment conditions, and,

• if applicable, information about subscriptions, the duration of a subscription and how a subscription can be cancelled.

5.5 Suspected Unauthorized or Illegal Use

We may refuse, condition or suspend transactions that we believe may (i) violate this Agreement or other agreements you may have with Payrexx, (ii) are unauthorized, fraudulent, or illegal, or (iii) expose you, Payrexx or others to risks unacceptable to Payrexx. If we suspect or know that you are using the Services for unauthorized, fraudulent, or illegal purposes, we may relay information about such activities to the appropriate financial institution, regulator, or law enforcement authority, in accordance with our legal obligations. This information may include information about you, your Payrexx account, your customers and the transactions conducted through your use of the Services.

5.6 Handling of Customer Complaints

You are solely responsible for supporting your customers. You are also responsible for promptly responding to any customer email involving questions about your goods or services or the use of the payment service. You must clearly and proactively inform your customers about your business and shipping terms and about any delays in delivery or the cancellation of an order. If Payrexx receives complaints about you, and these complaints, in Payrexx's sole discretion, necessitate an investigation or other activities by Payrexx, Payrexx may charge you a reasonable fee for these complaints at its discretion.

Payrexx is not responsible or liable to you or your customers for handling these complaints on your behalf, and Payrexx explicitly remains outside the contractual relationship between you and your customer. However, in exceptional cases, Payrexx may at its discretion and in accordance with their internal policies decide to perform chargebacks from a customer in your name for a particular transaction that has been disputed by that customer, especially if you do not respond during Payrexx’s investigation or if Payrexx has a strong suspicion of fraud. You confirm and agree that Payrexx, in such a case, deviates from Article 8.3 and accepts no liability to you, except when and to the extent this is enforced by applicable laws and regulations.

6. Disclosures and Notifications

6.1 Consent to Disclosures and Notifications

By registering for a Payrexx account, you agree that this registration constitutes your electronic signature, and you consent to the electronic delivery of all disclosures and notifications from Payrexx ("Notifications") including legally required notifications. You further agree that your electronic consent has the same legal effect as a physical signature.

6.2 Delivery Methods

You agree that Payrexx may provide you with notifications about the Services via our website or through the Dashboard, as defined below, or by sending the notifications to the email addresses or postal addresses listed in your Payrexx account. The notifications may include notifications about your Payrexx account, changes to the Services, or other information we must provide to you. You further agree that the electronic delivery of a notification has the same legal effect as if we provided you with a physical copy. A notification is deemed to have been received by you no later than twenty-four (24) hours after it is either published on our website or sent to you by email.

6.3 SMS and Text Messages

You authorize us to send you notifications via text messages to verify your control or your Representative's control over your Payrexx account (such as through two-factor verification) and to provide you with other essential information about your Payrexx account. In the case of suspected or actual fraud or a security risk in relation to your Payrexx account, Payrexx will use SMS, email or another secure method to contact you. Standard text message or data rates may apply to such notifications. If offered, you may disable text message notifications in the Dashboard. However, disabling receipt of text messages may mean that you disable important security controls of your Payrexx account, increasing the risk of loss for your business.

6.4 Revoking Your Consent

Due to the nature of the Services, you may not use them without agreeing to the electronic delivery of notifications. However, you may choose to revoke your consent to receive notifications electronically by cancelling your Payrexx account.

7. Termination

7.1 Contract Commencement and Termination

This Agreement takes effect on the date you first access or use the Services and remains in effect until terminated by you or Payrexx. You have the right to withdraw from the contract within 14 days of concluding it without giving reasons. The minimum contract period corresponds to the contract term you have chosen. At the end of this minimum contract period, the contract is automatically renewed for the same period. Termination must be made in writing 30 days before the expiry of the subscription unless the automatic renewal is disabled within this period.

7.2 Termination by Payrexx

We may terminate this Agreement by giving prior notice to you (the notice period is determined by applicable law) at any time for any reason or close your Payrexx account (in particular due to activities that may cause harm or losses to the business value of a payment method). We may suspend your Payrexx account and your ability to access funds in your Payrexx account or terminate this Agreement if (i) we determine at our sole discretion that you are not entitled to use the Services due to significant fraud, credit risk or other risks related to your Payrexx account, (ii) you use the Services unlawfully or otherwise fail to comply with the terms of this Agreement, (iii) a law, a payment method provider or a Händlerbank requires it, or (iv) we are otherwise entitled to do so under this Agreement. A payment method provider or a Händlerbank may terminate your eligibility to use a payment method at any time and for any reason, in which case you may no longer use the payment method under this Agreement.

7.3 Consequences of Termination

Termination does not immediately release you from obligations imposed on you under this Agreement. Upon termination, you agree to (i) complete all outstanding transactions, (ii) cease accepting new transactions, and (iii) immediately remove all Payrexx and payment network logos from your website (unless their use is permitted by a separate licence with the payment network). Your continued or renewed use of the Services after resolving all outstanding transactions constitutes a renewal of your agreement to the terms of this Agreement. If you terminate this Agreement, we will pay you any remaining amounts owed in accordance with Section 8.

In addition, upon termination, you understand and agree that (i) all licences granted to you under this Agreement by Payrexx end, (ii) we are not liable to compensate, reimburse or indemnify you in connection with your use of the Services or a termination or suspension of the Services, and (iii) you continue to be liable to us for all fees, fines or other financial obligations that arise or become due through your use of the Services before termination.

8. The Services of Payrexx

8.1 Overview of the Payment Services

Payrexx works with various affiliated companies, payment method providers and Händlerbanken to enable you to access payment methods and payment services. If the payment service allows you to make the charges defined below, we may restrict or deny processing of charges for conditional or prohibited businesses or charges submitted infringing this Agreement. Your use of a payment method may be subject to additional conditions applicable to the payment method. For example, Visa and Mastercard require you to enter into an agreement with the Händlerbank for Visa and Mastercard transactions. Some of the payment services offered by Payrexx are services that can only be provided by a licensed payment service provider or an e-money institution ("Licensed Payment Services").

The following terms used in this Agreement relate to your use of payment services:

• "Charge" means a transfer or debit order to deduct funds from an account that a customer maintains at a bank or other financial institution concerning a transaction.

• "Claim" means a customer's instruction for a refund of funds for a charge made (including a chargeback or the claim with a payment method).

• "Fine" means fines, fees, or other costs imposed on us or a payment method provider or a Händlerbank due to your violation of laws or this Agreement or permitted by the payment method rules.

• "Merchant-initiated Transaction" means a charge initiated by you concerning your provision of products or services to your customer, per a mandate from your customer that authorizes you to initiate the charge or series of charges without the need for a specific action from the customer to initiate the charge.

• "MOTO Transaction" means a charge initiated by your customer through a mail order or telephone order.

• "Payment Method Rules" means the guidelines, statutes, rules and regulations imposed by the payment method providers and the Händlerbanken offering supported payment methods by Payrexx (including the operating rules for payment card networks ("Network Rules") for the networks of Visa, Mastercard and American Express, as well as the operating rules for BACS, CHAPS and SEPA).

• "Payment Method" means a payment method accepted by Payrexx as part of the payment services, such as credit and debit cards.

• "Händlerbank" means a financial institution approved by a payment method provider to enable the use of a payment method by accepting charges from customers on behalf of the payment method provider and forwarding those charges to them.

• "Payment Method Provider" means the provider of a payment method, such as Visa, Mastercard or American Express.

• "Payment Services" are services that you can use to accept payments from your customers for transactions, perform other financial transactions, manage subscriptions and create transaction reports.

• "Refund" means a refund instruction initiated by you to a customer for a charge made.

• "Reimbursement" means an instruction initiated by you, a customer, or a payment method provider or a Händlerbank for a refund of funds that does not relate to a charge made.

• "Chargeback" means an instruction initiated by a payment method provider or a Händlerbank or us for a refund of funds for a charge made. Chargebacks may result from the following: (i) the invalidation of a charge by a payment method provider or a Händlerbank, (ii) funds paid to you in error or without authorisation, and (iii) the submission of a charge in violation of the applicable payment method rules or your submission of the charge or use of payment services in violation of this Agreement.

8.2 Registration for the Use of Payment Services

When you register for a Payrexx account, you may be asked for financial information or information we use to identify you, your representatives, principals, beneficial owners, and others associated with your Payrexx account. During the term of this Agreement, we may share data about your Payrexx account with payment method providers and Händlerbanken to create a merchant account in your name (you authorize us to do so) to verify your eligibility to use the payment services, to create necessary settlements or credits with payment method providers and Händlerbanken, to monitor charges, and to conduct risk management and compliance reviews. We may also share your subsequently defined data with payment method providers and Händlerbanken to facilitate compliance with applicable laws and payment method rules by Payrexx, the payment method providers and the Händlerbanken. We will review your Payrexx account data and may perform further periodic reviews to determine if you are eligible to use the payment services. The use of data by Payrexx that you submit to us under this Agreement is described in greater detail in Section 11.

Payrexx is not a bank, and we do not accept deposits, grant loans, or issue credit. Payrexx reserves the right to make chargebacks or create reserves at any time and at its sole discretion if increased risk related to a business model is detected. If you wish to receive a payment for a pre-order, please contact us before initiating this.

If your application has been accepted by one of the Händlerbanken listed below, you agree to their merchant terms:

• Clearhaus: Clearhaus Terms

• Bob Finance: Bob Finance Terms

• Stripe: Stripe Terms

• Finaro: Finaro Terms

• PostFinance: PostFinance Terms

• Twint: Twint Terms

• Centi: Centi Terms

• Visa Click-to-Pay: Visa Click-to-Pay Terms

8.3 Payment and Financial Services Terms

Additional terms apply to your use of the payment services, applicable between you and one or more Payrexx entities, affiliated companies of Payrexx, and a payment method provider. If these additional terms relate to a specific payment method, they are referred to as "Payment Terms", and if they relate to specific payment services, they are referred to as "Financial Services Terms". By using the payment services, you agree to the respective Payment Terms and Financial Services Terms listed on our legal page (including those that bind you separately to our affiliated companies, payment method providers or Händlerbanken). Additionally, a payment method provider may enforce the terms of this Agreement directly against you.

We may add or remove payment method providers and Händlerbanken at any time. The payment terms and the Financial Services terms may also change from time to time. Your continued use of the payment services constitutes your acceptance and agreement with these additions, removals, and changes.

8.4 Payment Services

Payrexx strives to ensure that payment services are available to you at all times. However, Payrexx cannot guarantee comprehensive and continuous availability of payment services. In this context, Payrexx has the right to deactivate payment services for maintenance purposes. This deactivation will preferably take place during the nighttime hours. Furthermore, Payrexx has the right at any time to make changes to the payment service. Payrexx is not obliged to maintain, modify and/or add specific features or functions tailored for the company.

Payrexx reserves the right to immediately terminate the services available to you, deny you access to the payment service and terminate this Agreement if Payrexx suspects that you are violating this Agreement. In connection with this, Payrexx reserves the right to claim compensation for any damages that may result.

If you use the payment service as described below, this use will (but not exclusively) be considered conduct that is in conflict with this Agreement:

• Purchase and/or sale of goods and/or services, the purchase and/or sale of which violates applicable legal regulations in the country of origin and/or the country where the goods and/or services are offered or poses an unacceptable risk to Payrexx's reputation;

• Sale of products and/or services by the company without delivering or wanting or being able to deliver these products and/or services to the customer(s) within a reasonable time;

• Hacking, phishing or unauthorized intrusion into the system and/or network infrastructure of Payrexx, financial institutions, intermediaries, suppliers, and/or third parties;

• Collection of payments without a legally valid contract between you and the customer;

• Deliberately misleading customers, Payrexx, financial institutions, intermediaries, suppliers, and/or third parties;

• Failure to establish a business model that is suitable for adequately handling customer complaints and disputes, and

• Engaging in fraud, terrorism financing, money laundering, illegal activities or assisting and/or enabling fraudulent and illegal activities.

8.5 Payment Methods

The payment service allows your customers to use various payment methods. With each payment method are associated specific features, risks, and conditions, such as cost structure, payment term, payout method, and the possibility offered to customers to dispute payments and request their refund or chargeback. We prominently publish these conditions on our public website or reference them. When you activate a payment method through the Dashboard, we assume that you understand and accept the features and conditions of this payment method. Payrexx may add new payment methods in the future that generally need to be activated before they can be used in the payment service. Payrexx reserves the right to remove payment methods from the payment service and may deny the company the use of a specific payment method.

9. Payments and Funds

9.1 Security Rights

• Pledge: In the event of a payment default by [Name of the Contractual Partner] (hereafter "Debtor") and if the Debtor does not properly fulfil its obligations under this Agreement, the Debtor hereby grants the payment provider (hereafter "Creditor") a pledge on specific assets to secure the Creditor's outstanding claims.

• Automatic Granting of First Rank: The Debtor agrees that in the event of a payment default or insolvency, a first rank for the Creditor's claims arises automatically without requiring further legal steps.

• Secured Claims: The pledge extends, if the outstanding amount could not be collected from the available balance in the merchant account, to all outstanding claims, including, but not limited to, fees, interest, and other costs related to the payment provider's services (Payrexx subscription fee, transaction fees, disputes and fines).

• Release of Pledge: The pledge is released as soon as the Debtor has properly fulfilled all outstanding obligations under this Agreement.

9.2 Fees

Payrexx provides the payment services at rates and fees described in the price list. The fees that Payrexx charges you are referenced in your merchant agreement and the conditions in your Dashboard. The due subscription fee is listed in your subscription plan and the completed contract and invoice. The respective invoice amount is to be paid in full to Payrexx 15 days after receipt of the invoice unless otherwise agreed. If the due amount is not balanced, additional reminder fees of CHF 20.00 will be charged in the course of the third reminder. Further costs in case of payment default: Processing fee (no earlier than day 70 after invoice date, when handed over to a collection agency) depending on the claim amount, maximum amount in CHF: 50 (up to 20); 70 (up to 50); 100 (up to 100); 120 (up to 150); 149 (up to 250); 195 (up to 500); 308 (up to 1'500); 448 (up to 3'000); 1'100 (up to 10'000); 1'510 (up to 20'000); 2'658 (up to 50'000); 6% of the claim (from 50'000).

9.3 Fee Changes

Discounts or promotions apply, unless otherwise stated, to the first contract period of a term. The renewal of the contract subsequently takes place at the current, valid, full price. Payrexx is entitled to unilaterally adjust the offer, the contractually agreed terms (as apparent in the contract and in the merchant administration), as well as the payout fees (as apparent in the merchant administration). For existing, paid contracts, the changes will be notified within a reasonable notice period of at least 10 days. After the aforementioned 10 days, the changes will take effect. If the customer does not object within 30 days of receipt of the notification and continues to use the services after the objection period expires, the changes will be deemed effective from the end of the period. The change notice will inform the customer of their right to object and the consequences of an objection.

9.4 Fees and Taxes

Our fees are exclusive of any applicable taxes that may be indicated otherwise. You are solely responsible and liable for: (i) determining any taxes that may apply to the sales of your products and services, the acceptance of donations, or payments you receive in connection with your use of the Services, and (ii) assessing and collecting taxes for your business and reporting and remitting them to the appropriate fiscal and tax authorities. If we are obliged to withhold taxes or have no way to verify the tax-related identification data you provide, we may deduct such taxes from otherwise owed amounts and remit them to the relevant tax authority. If you are exempt from paying such taxes, you must provide us with an original certificate that complies with applicable legal requirements and confirms your tax-exempt status. Upon our reasonable request, you must provide us with information about your tax matters.

In relation to transactions processed using the Services, we may send you and the financial authorities documents. In particular, we may be legally required to submit a periodic informational tax return to the tax authorities concerning your use of the Services. When you use our payment services, you acknowledge that we report the total amount of payments you receive each calendar year according to the requirements of the relevant tax and fiscal authorities. We are also permitted, but not obliged, to send you tax information electronically.

9.5 Contractual Penalties

In addition to paying fees, you are also responsible for settling any contractual penalties or fines imposed on your Payrexx account by Payrexx or a payment method provider or a Händlerbank (as defined in the subsequent section 8) due to your prohibited use of payment services under this Agreement or the rules and guidelines of a payment method provider.

9.6 Transactions

Payrexx only processes transactions that the respective intermediary(s) and/or the financial institution involved in the specific payment method and/or the customer have authorised. You are responsible for verifying the accuracy of the transaction data provided with the payment service in connection with the purchase of the products and/or services offered.

Each transaction constitutes solely a contractual relationship between you and the customer(s) on one side and a financial institution and the customer(s) on the other. Payrexx is explicitly not involved in this/these contractual relationship(s), meaning Payrexx has no obligations resulting from this/these contractual relationship(s).

9.7 Chargebacks

Payrexx makes no warranties or guarantees and accepts no liability for transactions authorised and completed but later reversed in any way by the customer or the financial institution. Such chargebacks may be the result of, among other reasons:

1. a dispute with the customer

2. transactions that are not authorised or where we have reason to believe that they are unauthorised or improperly authorised transactions;

3. transactions that do not comply with the regulations of the relevant network handling the transaction, the card issuer involved or this Agreement or that are classified as illegal or suspicious, or

4. a reversal for other reasons provided by the card network, the financial institution or the customer's card issuer;

5. a violation of applicable rules of the payment method or this Agreement, or

6. if we have reason to believe the transaction is unlawful or fraudulent.

You are entirely responsible and liable for the chargeback, regardless of the reason and timing, even if the chargeback has already been completed. In the event of a chargeback, you are immediately liable to Payrexx for the entire amount of the chargeback, plus any fees, costs, and penalties, including any penalties that Payrexx may have imposed by the intermediary(s) and the financial institution. You agree that Payrexx may debit all amounts you owe Payrexx (including but not limited to chargebacks and fees) from your account balance or debit the amount from a bank account known to Payrexx, and you hereby authorise Payrexx to do so. If Payrexx is unable to collect the claim independently, you must pay Payrexx the full amount upon first request.

In addition to the aforementioned cases, if there is a suspicion that a particular transaction may result in a chargeback, Payrexx is entitled to withhold the amount of the potential chargeback and the associated fees, penalties or fines or withhold these amounts from the proceeds due to you or your account until:

1. a chargeback is determined due to a customer's complaint, in which case the financial institution retains the funds;

2. you have successfully completed a chargeback clarification process;

3. the period prescribed by applicable laws or conditions applicable to the payment method has passed, during which a customer can dispute the transaction, or

4. Payrexx has determined that no chargeback will occur.

You have the option to dispute the chargebacks imposed on you. We may assist you with notifications and software. However, we accept no liability for our role or assistance in disputing the chargeback. You confirm that you will provide us with the necessary information in a timely manner at your expense, required to investigate the chargeback and resolve the issue within three (3) business days (unless otherwise specified). You consent to us sharing relevant information with the cardholder, the card issuer, the intermediary, and the financial institution and our subsidiaries to resolve the dispute. You are aware that if you do not provide complete and accurate information to us in a timely manner, it may result in a final chargeback that can no longer be declared null and void. If the card issuer, payment method provider or the respective intermediary(s) does not decide in your favour, we can demand the chargeback amount and the associated costs from you as described in this Agreement. We reserve the right to charge costs incurred for analyzing or mediating chargebacks.

Payrexx, the financial institutions, or the intermediary(s) may decide that you are responsible for an extremely high number of chargebacks. An extremely high number of chargebacks may cause additional costs and penalties. Furthermore, it might result in restricting the way you can use our services, including, but not limited to:

1. withholding funds in your balance to cover any (potential) liability under this Agreement;

2. changes in the terms and the amount of a reserve retained by Payrexx;

3. application of certain measures concerning the payment services provided by Payrexx;

4. increase of the costs charged;

5. delays in payouts, or

6. possible suspension or termination of the payment services provided by Payrexx.

If the number of chargebacks is extremely high, the involved financial institutions and/or intermediaries may also impose additional controls and restrictions on your transaction processing.

If you are a platform provider using split payments, you are fully responsible and liable for chargebacks and claims of the sub-provider unless the chargeback or refund can be collected by Payrexx from the sub-provider's balance.

9.8 Rolling Reserve

During the term of this Agreement, Payrexx has the right to retain a percentage of each transaction we process for you over a specific period as a rolling reserve to cover chargebacks and claims.

A rolling reserve is a reserve where a percentage of each transaction you receive daily is held and released according to a set schedule. The details of the rolling reserve depend on the level of risk since some businesses are more prone to a high volume of chargebacks and/or claims than others. Reasons for applying a rolling reserve include, but are not limited to (this is not an exhaustive list):

• you operate in a high-risk industry;

• your transaction history shows high chargeback rates;

• you operate a new business with no experience;

• your business model involves long delivery times (e.g., travel, hospitality, events, or ticket sales).

The rolling reserve mechanism remains in effect for the duration of your Agreement unless Payrexx instructs you otherwise. If Payrexx applies a rolling reserve, you still receive the full transaction amount, but the settlements are (partially) delayed. Upon termination of the Agreement, it is noted that the retained rolling reserve will still be held for the specified period after the end of the Agreement. The payout will only occur after this period has expired.

9.9 Payment Processing

9.9.1 Payouts

The payment of a balance to you is made as configured in the Dashboard. If Payrexx identifies a discrepancy between the payment made to you and the outstanding balance, Payrexx reserves the right to offset or reclaim the erroneous payment until the situation is clarified.

Payrexx reserves the right to change the number of payouts or suspend payment services and payouts (temporarily) or cancel transactions, for example, if complaints are received, seizures or garnishments are made, or Payrexx needs to initiate an investigation due to possible fraud (see also Article 6.1). Your obligations related to the use of the payment service continue in full force during this period.

If Payrexx cannot exceptionally offset the balance in your account, Payrexx reserves the right to transfer these funds to its accounts within one (1) year after notifying you, as far as legally permissible. In such a case, you have the opportunity to apply for the retrieval of these funds within five (5) years after closing your Payrexx account by contacting Support. Payrexx will review your application within a reasonable period and on condition that you provide Payrexx with the required information. Depending on the reason why Payrexx cannot offset the balance in your account, it is possible we cannot pay the balance to you.

9.9.2 Erroneous Transactions

The information required for a payout depends on the financial institution holding the payout account. Please ensure that the information about the payout accounts you have provided to us is accurate and complete. If you provide us with incorrect information, (i) you acknowledge that amounts may be paid to the wrong account and that we may not be able to recover these mispaid funds, and (ii) you agree that you are solely responsible for all losses incurred by you or third parties due to erroneous payout transactions, that you will not make any claims against us in connection with these transactions, and that you will reimburse us for all losses incurred in full. The following terms apply:

• Updating Bank Account Information: The merchant is required to keep their bank account information up to date. In the event of a change in bank account information, the merchant must promptly update the changed information in their account. Payrexx is not liable for payouts to an outdated account due to the merchant's failure to update bank account information.

• Technical Errors and Payout to the Wrong Account: Payrexx is not liable for payouts to an incorrect or outdated account due to technical errors unless the error is attributable to negligence by Payrexx. The merchant is required to report any discrepancies or errors in payouts to the payment provider as soon as they are discovered.

• Overpayment and Refund Obligation: In the event of an overpayment due to a technical error or other circumstances where an amount is credited to the merchant in error, the merchant is required to promptly refund the overpaid amount to Payrexx. Payrexx reserves the right to demand the overpaid amount from the merchant and charge any applicable fees or costs.

9.9.3 Inactive Accounts

If you leave funds in a Payrexx account dormant, Payrexx reserves the right to transfer these funds to its accounts within one (1) year after notifying you, as far as legally permissible. In such a case, you have the opportunity to apply for the retrieval of these funds within five (5) years after closing your Payrexx account by contacting Support. To the extent required by law, we will attempt to notify you if we hold funds payable to you on an account beyond the applicable dormancy period for abandoned property.

10. Security

10.1 Security of Payrexx

Payrexx is responsible for maintaining the security of the data in our possession. We will maintain economically reasonable administrative, technical and physical procedures to protect user data and personal data stored on our servers from unauthorised access, accidental loss, alteration or infringement and will comply with applicable laws and payment method rules when handling user data and personal data. However, no security system is impenetrable, and we cannot guarantee that unauthorised persons will never be able to overcome our security measures or misuse the data in our possession. You provide Payrexx with user data and personal data with the knowledge that the security measures we have taken may not be sufficient or adequate for your business, and you agree to implement and establish the security controls defined below and any additional controls to meet your specific requirements. At our sole discretion, we may take any measures, including blocking your Payrexx account, to maintain the integrity and security of the Services or data or prevent damage to you, us, customers or third parties. You waive any right to assert a claim against us for losses resulting from such actions.

10.2 Fraud

Payrexx reserves the right to terminate this Agreement immediately and/or suspend the payment services or payouts temporarily if there is talk of (suspected) fraud or illegal activities or signs of these and/or situations where a closer examination is necessary. Furthermore, in exceptional cases, Payrexx may, as stated in Article 5.6., decide to refund your customers on your behalf. You will be informed by email or phone unless such notification is not legally permitted or is not deemed desirable within the investigation; Payrexx is not liable for damages resulting from this.

10.3 Security and Fraud Protection Measures

You are responsible for assessing the security requirements of your business and for selecting and implementing security procedures and controls ("Security Controls") that are suitable for reducing your risk of security incidents. We may provide or suggest security controls as part of the Services that you implement certain security controls. Your responsibility for the security of your business is not diminished by the security controls we provide or suggest, and if you believe that the security controls we provide are inadequate, you must implement additional controls that meet your needs separately. Some details of our security controls can be viewed on our website.

10.4 Confidentiality

Unless prior written consent is obtained from the contracting party, both parties agree to treat all data and information regarding the contracting party (including its subsidiaries) that are secret or of a confidential nature as strictly confidential, to protect such data and information appropriately and not disclose them in any form to third parties. The parties will use the information intended here exclusively in connection with this Agreement.

Unless otherwise stated or otherwise agreed in writing, confidential or secret information or data includes at least, but is not limited to, the following: all information explicitly designated as secret or confidential by the contracting party, all information and data made known to the parties through this Agreement, technical, financial and business information, drawings, formats, concepts, source codes, pilot projects and all other information from which the parties are aware or must reasonably be aware that they are secret or confidential and may not be disclosed to third parties, for example, because the disclosure of this data or information potentially ensures the contracting party incurs or suffers harm or another disadvantage.

The parties may not use or disclose to others any confidential information and/or data provided or known to them under this Agreement, even if a contract is terminated in whole or in part ahead of schedule or at the normal time or if a contract ends.

The parties may provide or supply the competent authorities and government agencies with confidential information of the contracting partners if they are required to do so by applicable legal regulations or the information must be forwarded to an intermediary by Payrexx as part of appropriately concluded agreements. Payrexx may also access, aggregate, and use non-personally identifiable data that in no way identifies the customer, company, or another person. Payrexx may use this data to a) better understand how its customers use the payment services; b) provide its customers with more information about using and the benefits of payment services; c) improve business productivity, also by obtaining useful business insights from aggregated data that enables companies to compare their business performance with aggregated data; and d) otherwise improve the payment services.

Payrexx is entitled to share information (including confidential information) with an intermediary and/or a financial institution if there is (a suspected) fraudulent use of the payment service and/or a request from an intermediary and/or financial institution.

11. Data Protection

11.1 Responsibility

In the context of fulfilling the Agreement, personal data is processed. Payrexx processes personal data i) in relation to its payment services; ii) in connection with legal obligations; iii) to ensure security and integrity within the financial sector, for example, by identifying, investigating, preventing and actively combating (intended) criminal/illegal behaviour; and iv) to analyse, develop and improve our services and products. In our Privacy Policy, we explain in more detail how and for what purposes we collect, use, store, disclose and protect the personal data that Payrexx processes from you and your customers.

To the extent that we are processors, we will process personal data under the terms of this Agreement and the lawful instructions we receive from you from time to time, and we will take appropriate technical and organizational measures to protect such personal data. We shall not be liable for claims asserted by a data subject resulting from actions or omissions by us, to the extent such actions or omissions resulted from your instructions.

You warrant that you meet all the requirements outlined in applicable data protection laws for processing personal data as offered by you as a company or by your customers via the payment service. If you do not fulfil the aforementioned obligations, or if an intermediary or financial institution, a judge or an authority requests or demands this from Payrexx, Payrexx is entitled to suspend the fulfilment of its obligations to you.

If applicable to you, you must comply at all times with the regulations outlined in the relevant sections of the Payment Card Industry Data Security Standards (PCI-DSS) and the Payment Application Data Security Standards (PA-DSS). If an "Account Data Compromise" (ADC) nevertheless occurs through your actions, you are liable for it. If Payrexx and/or an intermediary incur costs on account of an ADC investigation, you agree to these costs, fines and penalties in advance, but only provided that Payrexx has informed you of the scope or an estimate of these costs beforehand. Information about PCI-DSS can be found on the PCI Council's website.

If Payrexx deems it necessary to review whether you meet the aforementioned PCI standards, you must immediately provide documents that demonstrate this clearly and unambiguously. You confirm that you only use suppliers who meet the PCI standards with regard to the storage and transmission of payment data, specifically, but not exclusively, referring to the card number (the so-called Primary Account Number or PAN), the expiry dates of cards, and the CVV2 code. We recommend that you do not store such data in any form. You are aware that it is fundamentally forbidden to store the CVV2 code in any form.

You must specify in the contract with your customer or in the general terms and conditions that apply to the relationship with your customer that you use the services of Payrexx to process transactions and that in this connection personal data of your customer is shared with Payrexx. If applicable, you must ensure that your customer directly or indirectly grants Payrexx any necessary explicit permits and consents within the meaning of the relevant data protection laws.

11.2 Protection of Personal Data

The protection of personal data is very important to us. In our privacy policy, we explain how and for what purposes we collect, use, store, disclose and protect the personal data you provide to us. You agree to the terms of our privacy policy, which we may update from time to time. You confirm that you currently comply with all applicable laws on privacy, data protection, and the use of data you provide to us or to which you access through your use of the Services and will continue to comply. You further confirm that you have obtained all necessary rights and consents under applicable law to disclose to Payrexx all personal data you provide to us or authorize Payrexx to collect, use, store, and disclose, including data we may collect directly from customers through cookies or similar means. To the extent required by law and in connection with this Agreement, you are solely responsible for disclosing to customers that Payrexx processes transactions (including payment transactions) for you and may receive personal data from you. Furthermore, to the extent required or permitted by law or by applicable payment method rules, we may delete or remove a customer's personal data from your Payrexx account if the customer requests it. Payrexx will provide some or all services through systems located within Switzerland, the EU, or other countries outside the EU. You are therefore obligated to inform your customers that payment data may be transmitted, processed and stored in Switzerland and other countries and is subject to disclosure under the terms described in our privacy policy, to the extent required by applicable laws. You are also obligated to obtain any necessary consents from your customers regarding the foregoing under applicable laws. If we become aware of unauthorized acquisition, disclosure, or loss of personal data from customers on our systems, we will notify you in accordance with our obligations under applicable law. We will also notify you and provide you with sufficient information about the unauthorized acquisition, disclosure or loss of personal data to help you mitigate any adverse effects on the customer.

11.3 Confidentiality of Personal Data

Each party agrees to take all necessary steps to maintain the confidentiality of personal data. Payrexx will provide personal data to third parties only i) in connection with the payment services and ii) where required by law. In other situations, unless required to perform the services, the parties will not provide personal data to third parties without the prior written consent of the other party, except for Payrexx, where this is necessary to perform the services.

Furthermore, Payrexx may share your contact details with your customers if complaints or inquiries are received from your customers about you.

Further information on the confidentiality of information, in general, can be found in Article 10.4.

12. Final Provisions

12.1 Right to Amend

We have the right to amend or supplement the terms of this Agreement at any time with future effect only, and to change, remove, discontinue or set the Services or terms of their use by posting these changes on our website or another website we host or operate. We may notify you of changes via the Dashboard, email or another reasonable method. If you are already a user of Payrexx, the changes will take effect on the date we specify in the notice, and your use of the Services, API or data after a change takes effect constitutes your acceptance of the terms of the amended Agreement. You can retrieve a copy of the current terms of this Agreement on our website at any time. You can determine when this Agreement was last modified by checking the "Last modified on" date stated at the outset.

12.2 Assignment

You may not assign the Agreement, rights or licences granted under it, or the operation of your Payrexx account to third parties without our prior written consent. If you wish to make such an assignment, please contact us. If we agree to the assignment, the assignee agrees to assume all your rights and obligations owed in connection with the assignment and must agree to the terms of this Agreement. Payrexx may assign this Agreement without your consent or other restrictions. We will notify you of an assignment with adequate notice.

12.3 Right to Audit

If in our assessment a security breach, vulnerability, loss or threat to data has occurred on your systems, either your website or an app, affecting your compliance with this Agreement, we may require you to allow an external auditor we appoint to perform a security audit of your systems and facilities, and you must fully cooperate with any requests for information or assistance the auditor makes to you in connection with the security audit. The auditor will provide us with a report that we may share with our payment method providers and Händlerbanken.

12.4 General Liability

A Payrexx company is in no circumstances liable to you for indirect, punitive, incidental, special, or consequential damages or exemplary damages arising from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, property damage or any other damages arising from or in connection with this Agreement or your use of the Services, even if such damages are foreseeable, and whether you or the Payrexx companies were advised of the possibility of such damages. Payrexx companies are not liable and disclaim responsibility for any damage, impairment, or loss you suffer as a result of hacker attacks, manipulation or other unauthorized access to Services, your Payrexx account or data, or their unauthorized use, resulting from your failure to apply or install fraud prevention measures, security controls or other data security measures. Furthermore, Payrexx companies disclaim liability for damage to you or third parties caused by: (a) access or use of the Services inconsistent with the Documentation, (b) unauthorized access to servers, infrastructure or data used in connection with the Services, (c) interruptions or disturbances of the Services, (d) programming errors, viruses, or other harmful code that may be transmitted in or through the Services, (e) errors, inaccuracies, omissions or losses in or to data provided to us, (f) third-party content provided by you, or (g) defamatory, offensive or illegal conduct of third parties.

You agree to limit any further liability under this Agreement not excluded or disclaimed by the Payrexx companies to your direct and verifiable damages, and you also agree that such liability will not exceed the amount of fees you paid to Payrexx during the three-month period immediately prior to the event that led to your claim for damages.

This limitation of our liability to you applies regardless of the legal basis on which your claim is founded, including contractual, in tort (including negligence), strict liability or other legal basis.

We provide some of the Services from entities in Switzerland. We make no claims or guarantee that the Services we provide from Switzerland are suitable or available for any other location or jurisdiction, or that they adhere to the laws of any other location, jurisdiction, or the laws concerning export, import or foreign use.

12.5 Liability for Hacker Attacks

Payrexx assumes no liability for losses, damages, claims or costs that result directly or indirectly from hacker attacks, DDoS attacks or other cyber-attacks that impair the availability, integrity or confidentiality of our Services or customer data.

The customer acknowledges that despite the security measures implemented by Payrexx, an absolute level of protection against hacker attacks, DDoS attacks or other cyber-attacks cannot be guaranteed. The customer understands and accepts that their use of the services of [Your Company] is at their own risk, and Payrexx cannot be held liable for downtime, data loss or impairment resulting from such attacks.

In the event of an attack or security breach, Payrexx will take reasonable measures to resolve the issue and minimize the impact. Nevertheless, Payrexx cannot assume liability for any resulting losses or damages.

Payrexx is not liable for indirect, incidental, special or consequential damages, lost profits or other intangible losses resulting from hacker attacks, DDoS attacks or other cyber-attacks, even if Payrexx was advised of the possibility of such damages.

12.6 Your Liability for Third-party Claims against Payrexx

Without limitation, and in addition to any other obligations you owe under this Agreement, you are always responsible for the actions and omissions of your employees, contractors, and agents to the extent these persons act within the scope of their relationship with you. You agree to defend Payrexx, our affiliated companies and their respective employees, agents and service providers (each a "Payrexx Company") against all claims, disputes, demands, losses, liabilities, damages, actions or proceedings (each a "Claim") asserted against a Payrexx company by a third party and agree to reimburse the Payrexx companies in full for any Claim arising from: (i) your violation of a provision of this Agreement, (ii) fees, fines, claims, refunds, chargebacks, reimbursements or other liabilities we incur from your use of the payment services, (iii) negligent or intentional misconduct by your employees, contractors or agents, or (iv) contractual or other relationships between you and customers. **Important Note for Sole Proprietors: If you use the Services as a sole trader, remember that laws and the terms of this Agreement treat you and your business as the same entity. You are personally responsible and liable for your use of the Services, payment of fees, refunds, chargebacks, fines, claims or fraud losses and other amounts you owe under this Agreement because of your failure to set up security controls, as well as for all other obligations you owe to us and your customers. You risk personal financial losses if you do not pay amounts owed. Please take the time to read our Documentation and take appropriate measures to protect yourself from such losses.

12.7 Force Majeure

The parties are not liable in cases of force majeure. Circumstances and events beyond the control of and not due to the intention of the parties, whether known or foreseeable at the time of signing any Agreement, which prevent the parties from reasonably fulfilling their contractual obligations. These circumstances or events include but are not limited to, the following: war, fire, natural disasters, labour disputes, power outages, strikes, epidemics, government regulations and/or comparable regulations, embargoes, poor performance (due to bankruptcy or otherwise) by suppliers, financial institutions, subcontractors or other third parties used by the parties (including subsidiaries) to execute this Agreement, seizures, hacker attacks, unavailability of systems from financial institutions and/or telecommunication services and (attempted) unauthorized access to and/or unauthorized use of systems, networks, and databases owned by Payrexx, the company, intermediaries and/or financial institutions and/or on which Payrexx, the company, intermediaries and/or financial institutions depend or depends, as well as any improperly performed work, not carried out by Payrexx or its engaged third parties.

12.8 Intellectual Property

All intellectual property rights including, but not limited to, all existing and future rights and claims arising from or related to the use of copyright and related rights, semiconductor rights, trade name rights, trademark rights, domain name rights, patent rights, design rights and database rights related to the platform or things associated remain exclusively with Payrexx.

You have a right to use a payment service for the duration of this Agreement, provided this is necessary to execute this Agreement. However, no provision of this Agreement grants you any rights concerning the platform and/or the payment service or anything similar associated with it.

You never have the right to make any modifications to the platform and/or the payment service and are also not entitled to create any copies thereof, decompile the platform and/or the payment service and/or attempt to modify the platform and/or the payment service in other ways.

12.9 Complaints, Disruptions and Support

If you identify a problem that prevents you from using the payment service as set out in this Agreement, you must notify Payrexx as soon as possible. Payrexx will process the notification in their recording system and then make every effort to find a remedy for such a disruption within a reasonable time to ensure the payment service provides the agreed functionality again. Payrexx is available during business hours to provide you with adequate technical support for using the payment service.

You must notify Payrexx as soon as possible after identifying a disruption. In the event of a disruption, the following protocol must be followed:

1. You must inform Payrexx as soon as possible and, in any case, no later than within two (2) hours after knowledge of the disruption;

2. Payrexx ensures the recording and assigns you a ticket or a ticket number as a reference for the disruption;

3. Payrexx initiates an investigation of the disruption and makes every effort to find a solution within a reasonable time, and

4. Payrexx informs you about the realised solution.

If you have a complaint about the payment services we provide, please contact complaints@payrexx.com. More information about our complaints policy can be found on our public website. We will provide our response in writing on a durable medium (which may also be by email).

12.10 Compliance with Court Orders

Payrexx may respond to and comply with any seizure order, lien, attachment, subpoena, court order, or any other court decision we believe to be valid ("court order"). We or a payment method provider (or, if applicable, the Händlerbank of the payment method) can deliver or retain funds or – subject to the provisions of our privacy policy – data required by a court order, even if you accept funds or data on behalf of other parties. If permitted by law, we will make reasonable efforts to provide you with notification of this court order by sending you a copy to the email address we have on file for you. Payrexx does not accept liability for direct or indirect losses that may occur due to our response to or compliance with a court order.

12.11 Entire Agreement

This Agreement and all policies and procedures incorporated by reference into it constitute the entire agreement between you and Payrexx regarding the provision and use of the Services. Unless expressly stated otherwise in a document between you and Payrexx, this Agreement precedes all conflicting policies or agreements regarding the provision or use of the Services. This Agreement sets out your exclusive remedies regarding the Services. If any provision or part of this Agreement is found to be invalid or unenforceable under the law, that provision will be rewritten and interpreted to fulfil the purposes of that provision as fully as possible, and all other provisions will remain fully effective and enforceable. Unless otherwise agreed, Payrexx remains bound to the offer for 30 days. Offers from Payrexx made based on inaccurate or unavailable information are not considered binding offers but indicate a general willingness to enter into a contract. Price information contained therein is non-binding guideline pricing.

12.12 Other Provisions

This Agreement applies to all (legal) actions between you and Payrexx and continues even after the end of the services, whether or not you have explicitly informed us of this termination. The applicability of any other (terms of use) or contracts is expressly rejected unless explicitly agreed upon by the parties. Any derogation from this Agreement is only valid if the parties have agreed to it in writing.

Payrexx reserves the right to amend this Agreement. Notification of this can be made in writing, by email or via the Payrexx Dashboard. The changes will take effect one (1) month after their announcement, unless otherwise specified. If you do not agree with these changes, you have the right to terminate this Agreement with one (1) month's notice after notification.

This Agreement is governed exclusively by Swiss law, and the parties must submit any disputes to the competent court in Bern. If any part of this Agreement is found to be invalid or unenforceable, that provision will be deleted, and the remaining provisions and other articles will remain fully effective and enforceable.

13. Additional Provisions for Platform Customers

13.1 Assumption of Financial Risks Related to Their Own Merchants' Payment Activities

The platform independently acquires its merchants and thus assumes full responsibility for their actions within the framework of cashless payment transactions. Consequently, the platform is liable for all financial risks resulting from the activities of its merchants. The specific risks and obligations assumed by the platform are outlined below.

1. Disputes:

   • In case of possible transaction complaints by the payer (end customer), the merchant is entitled to provide evidence of the correctness of the transactions.

   • Payrexx supports the platform and its merchants best during the dispute process but has no influence on the final decision. The platform is responsible for informing its merchants about the dispute process.

   • If a loss is incurred in a dispute, the affected merchant is obliged to bear both the transaction amount and a dispute fee.

   • If this amount cannot be collected entirely from the available balance, Payrexx reserves the right to either deduct the outstanding amount from the platform's commission balances or invoice it to the platform.

2. Merchant Acquisition

   • The platform is responsible for ensuring that the acquired merchants do not belong to unsupported business models.

   • Additionally, unauthorised sales related to these business models must not occur.

   • Card networks reserve the right to impose high penalties for violations, which may lead to the immediate blocking of the merchant account.

   • In case of an outstanding claim from the card network that the merchant does not settle, the outstanding amount will be passed on to the platform.

3. Liability for Open Claims: The platform is generally liable for open claims arising from its merchants' actions towards Payrexx.

13.2 Disclaimer for Merchant Terms and Conditions

The Payrexx merchant terms and conditions apply to all merchants acquired by the platform and using our payment services. The platform is obliged to inform its merchants about these terms and ensure compliance throughout the entire business relationship.

14. Supplementary Provisions for the Use of POS Terminals

14.1 Contract Duration and Termination

The POS contract begins as soon as the POS terminal is set up and continues indefinitely unless one party cancels the contract within the agreed period. Termination must be in written form. If the merchant terminates use of the POS terminal, they are obliged to return the terminal within a maximum of 10 days after the notice period to the following address: Payrexx AG, Burgstrasse 20, 3600 Thun. Failure to return within this period will incur a fee of 450 CHF for the merchant.

14.2 Fees

The merchant is obliged to pay the agreed fees for using the POS terminal according to the applicable Payrexx AG tariffs. The fees are invoiced to the merchant and are to be settled within the applicable period.

14.3 Use of the POS Terminal

The merchant uses the POS terminal exclusively for lawful transactions according to applicable laws and Payrexx AG's terms of use. The merchant is obliged to use the POS terminal properly and comply with all security guidelines.

14.4 Damages and Technical Problems

In case of damage or technical issues, the merchant is obliged to contact Payrexx Support immediately. If necessary, defective POS terminals can be returned, and Payrexx will provide a corresponding replacement device. Costs incurred due to damage caused by the merchant will be charged to them.

14.5 Liability

Payrexx AG is not liable for damages caused by the failure of the POS terminal, such as lost sales, unless the failure results from gross negligence by Payrexx AG.