(Valid from 25.06.2024)

1. Description of Services

1.1. Scope of this Contract and Position of Payrexx

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

You may only access or use the services to the extent that you commit to complying with all the terms of this contract.

2. Your Payrexx Account

2.1. Registration and Permitted Activities

Only companies (including sole proprietors), non-profit charities, and other legal or natural persons have the right to apply for a Payrexx account for the use of the services described in this contract. Payrexx and its affiliates can provide services to you or your affiliates in other countries or regions under separate agreements.

If you use the facilitating offer of Payrexx AG, you are required to register with Payrexx before you can use our services. You register by creating an account. To comply with anti-terrorism and financial service regulations, the Anti-Money Laundering Act, and other applicable laws and regulations, and the KYC ("Know Your Customer") requirements of Payrexx, 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) who submit the application (your "Representative") must provide us with your business or trade name, address, email address, phone number, tax number, URL, the nature of your business or activities, and certain other information required by us about you. We may also collect personal data (including name, date of birth, official ID number, official identification document, residential address, document to confirm residential address, and certain other information required by us) about your beneficial owners, principals, and the administrator of your Payrexx account. Until you have submitted all required information and we have reviewed and approved it, your Payrexx account is only temporarily available to you, and we can 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 the statements or other documents of your customers. To minimize confusion and prevent potential disputes, these descriptors must be recognizable to your customers and correctly describe your business or activities. You may only use payment services to facilitate transactions with your customers as defined below. You may not use payment services to conduct personal transactions or peer-to-peer money transfers or for any other prohibited purposes under this contract. 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 they are always complete, accurate, and up-to-date.

2.2 Business Representatives

Your representative and you individually confirm to Payrexx that your representative is authorized to provide the information described in Section 2.1 on your behalf and bind you to this contract. We may require additional information or documents from your representative or you to prove your representative's authority. Neither you nor your representative may register a Payrexx account on behalf of a user whose account was previously terminated by Payrexx without the express written consent of Payrexx and may not attempt to register a Payrexx account for such a user.

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 contract.

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 guardian. If you are a legal entity directly or indirectly owned by a person who is not at least 18 years old but is 16 or older, your representative must obtain the consent of your board of directors or a proxy. Any director, authorized officer, parent, or guardian granting this consent is equally responsible and legally bound to Payrexx by this contract as if he or she had agreed to the terms of this contract. 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 we will provide payment services for you. For this purpose, Payrexx may share your data, including the personal data of your legal representatives or ultimate beneficial owners, 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 contract, you give us and the financial institution (if deemed necessary) consent to obtain information about you and provide this information to third parties, including (but not limited to) credit reporting companies, and other companies and institutions that provide information. Furthermore, you hereby authorize these third parties to provide us with such information about you. You understand that such information may also include your name, address, credit history, and other data. Payrexx may regularly update these data to decide whether you continue to meet our terms and this contract.

You hereby authorize Payrexx to share information about you, your application (whether approved or denied), and your account with financial institutions. This information includes:

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

In exceptional cases, we may ask for your consent to audit your business premises for insight into the financial administration, as it may refer to or relate to the scope and manner in which you fulfill this contract. If you do not comply with our requests for information within the specified period, this may result in your account being temporarily suspended or terminated.

If explicitly agreed upon by the parties, Payrexx may use your information to apply for the opening of an account with financial institutions or intermediaries in your name when such an account is required to process transactions through the payment service.

2.4 Changes to Your Business and Updating Your Payrexx Account

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

You also agree to notify us in writing promptly, no later than three days after the occurrence of any of the following events: you are the subject of a voluntary or involuntary bankruptcy petition or proceeding, receivership, insolvency, or similar procedure (hereinafter referred to as "insolvency proceeding"), an adverse change in your financial condition occurs, planned liquidation takes place, or liquidation is expected or a material change in the fundamental nature of your business is planned or expected, you transfer or sell at least 25% of your total assets, or a change in the control or ownership of your company or parent company occurs, or a judgment, order, or decree is issued against you for the garnishment, execution, retention, or seizure of at least 25% of your total assets.

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 publish 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 are solely responsible for the nature and quality of the products or services you provide, as well as for delivery, support, refunds, returns, or 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 (each individually referred to as a "transaction") is correct or complete or usual for your business. You are responsible for determining whether a transaction initiated by your customer is faulty (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 usually not the case). If you are unsure whether a transaction is faulty or suspicious, you agree to investigate the transaction and, if necessary, contact your customer before processing or completing the transaction. You are solely responsible for any losses you incur due to faulty or fraudulent transactions related to 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 materials and documents that we make available to you through the current versions of the Payrexx Support Pages, API Documentation, and other pages on our website (collectively referred to as the "Documentation"). The most efficient way to get answers to your questions is to consult our Documentation. If you still have questions after consulting the documentation, please contact us.

5. Your Obligations

5.1 Compliance with Applicable Laws

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

5.2 Prohibited Activities

You may not use the services to enable or benefit from activities that Payrexx classifies as activities requiring approval or business and activities prohibited (collectively referred to as "Approved and Prohibited Activities"). Approved and prohibited businesses include the use of services in or on behalf of a country, business, or natural person that is embargoed or blocked by a government, including those on sanctions lists maintained by SECO (Swiss Secretariat for Economic Affairs) or the European Commission.

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

5.3 Additional Approval 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, you must not engage in the following activities or allow others to do so: (i) accessing or attempting to access non-public Payrexx systems, programs, data, or services, (ii) copying, duplicating, republishing, uploading, posting, transmitting, reselling, or distributing data, content, or parts of the services, the documentation, or our website in any way unless expressly permitted by applicable law, (iii) acting as a service bureau or gateway for the services without adding value to customers, (iv) transferring rights granted to you under this contract, (v) circumventing any of the technical limitations of the services or enabling a feature that is disabled or unauthorized, (vi) reverse engineering or attempting to reverse engineer the services unless expressly permitted by applicable law, (vii) conducting or attempting to conduct any actions that disrupt the normal operation of the services or impair the use of the services by our other users, or (ix) causing excessive or disproportionate usage of the service.

5.4 Information Provision

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

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

• Pricing information about your products and/or services.

• Delivery information, especially deadlines and costs.

• Imprint and General Terms and Conditions.

• Payment terms and,

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

5.5 Suspicion of Unauthorized or Illegal Use

We may refuse, condition, or suspend transactions that we believe may violate this contract or other agreements you may have with Payrexx, may involve unauthorized, fraudulent, or illegal activities, or may expose you, Payrexx, or others to a risk unacceptable to Payrexx. If we suspect or know that you are using or have used the services for unauthorized, fraudulent, or illegal purposes, we may forward information about such activities in accordance with our legal obligations to the relevant financial institution, supervisory authority, or law enforcement agency. This information may include information about you, your Payrexx account, your customers, and transactions made using the services.

5.6 Handling Customer Complaints

You are solely responsible for supporting your customers. You are also responsible for responding within a reasonable time to a customer email if the email contains questions about your goods or services or the use of the payment service. You must clearly and proactively inform about your business and shipping terms as well as any delivery delays or order cancellations. If Payrexx receives complaints about you and these complaints, at Payrexx's sole discretion, require investigation or other activities by Payrexx, Payrexx has the right to charge you a (reasonable) fee for these complaints at its own discretion.

Payrexx is not responsible or liable to you or your customers for processing these complaints on your behalf, and Payrexx expressly remains outside the contractual relationship between you and your customer. However, in exceptional cases, such as if you do not respond during Payrexx's investigation or if Payrexx strongly suspects fraud, Payrexx may, at its sole discretion and in accordance with its internal policies, decide to refund your customer on your behalf for a specific transaction disputed by the customer. You acknowledge and agree that in such cases, Payrexx does not assume any liability to you, except if and to the extent that this is enforced by applicable laws and regulations.

6. Disclosures and Notices

6.1 Consent to Disclosures and Notices

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

6.2 Methods of Delivery

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

6.3 SMS and Text Messages

You authorize us to send notices to you via text message to verify your control or that of your representative over your Payrexx account (such as through two-factor verification) and to provide you with other essential information about your Payrexx account. In the event of suspected or actual fraud or a security risk related to your Payrexx account, Payrexx will use SMS, email, or another secure method to contact you. Standard text message or data usage fees may apply to such notices. If offered, you may disable Notifications via text from the Dashboard. However, disabling text message receipt could mean you disable the important security controls over your Payrexx account as described below and increase the risk of loss for your business.

6.4 Withdrawing Your Consent

Due to the nature of the services, you may not use them before agreeing to electronic delivery of notices. However, you may choose to withdraw your consent to receive notices electronically by terminating your Payrexx account.

7. Termination

7.1 Commencement and Termination of the Contract

This contract becomes effective on the day you first access or use the services and remains effective until terminated by you or Payrexx. You have the right to withdraw from the contract within 14 days of contracting without giving reasons. The minimum contract term corresponds to the selected contract duration. After the expiration of this minimum contract term, the contract is automatically extended by the same term. The termination must be made in writing 30 days before the expiration of the subscription, unless the automatic renewal is disabled within this period.

7.2 Termination by Payrexx

We can terminate this contract at any time for any reason with prior notice to you (the termination period depends on applicable law) or close your Payrexx account (especially for activities that could harm the business value of a payment method or cause losses). We can suspend your Payrexx account and your ability to access funds in your Payrexx account or terminate this contract if (i) we determine in our sole discretion that you are not entitled to use the services due to a material fraud or credit risk or other risks associated with your Payrexx account, (ii) you use the services unlawfully or otherwise do not comply with the terms of this contract, (iii) a law, payment method provider, or merchant bank requires it or (iv) we are otherwise authorized to do so under this contract. A payment method provider or merchant bank can terminate your eligibility to use a payment method at any time and for any reason; in this case, you can no longer use the payment method under this contract.

7.3 Consequences of Termination

The termination does not immediately relieve you of the obligations imposed on you by this contract. After the termination, you agree to (i) complete all ongoing transactions, (ii) stop accepting new transactions, and (iii) promptly remove all Payrexx logos and payment network logos from your website (unless their use is permitted under a separate license with the payment network). Your further or renewed use of the services after resolving all pending transactions constitutes a renewal of your agreement to the terms of this contract. If you terminate this contract, we will pay you any remaining amounts owed to you in accordance with Section 8.

Furthermore, upon termination, you acknowledge and agree that (i) all licenses granted to you by Payrexx under this contract end, (ii) we are not obligated 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 remain liable to us for all fees or penalties or other financial obligations arising before the termination.

8. The Services of Payrexx

8.1 Overview of Payment Services

Payrexx collaborates with various affiliates, payment method providers, and merchant banks to provide you access to payment methods and payment services. If the payment service enables you to make charges defined below, we may restrict or deny processing charges for approved or prohibited businesses or charges submitted in violation of this contract. Your use of a payment method may be subject to separate terms applicable to the payment method. For example, Visa and Mastercard require you to enter into an agreement with the merchant bank for Visa and Mastercard transactions. Some of the payment services offered by Payrexx are services that can only be provided by an authorized payment service provider or an e-money institution ("Authorized Payment Services").

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

• "Charge" means a transfer or debit order to deduct funds from an account a customer maintains with a bank or other financial institution in connection with a transaction.

• "Dispute" means the instruction from a customer for the refund of funds for a charge made (including a chargeback or the dispute at a payment method).

• "Penalty" means penalties, charges, or other costs imposed by us or a payment method provider or a merchant bank because of your violation of laws or this contract or permitted by the payment method rules.

• "Merchant-initiated transaction" means a charge initiated by you in connection with your provision of products or services to your customer according to a mandate from your customer allowing you to initiate the charge or a series of charges without specific action by the customer to initiate the charge.

• "MOTO-Transaction" means a charge initiated by your customer through mail order (Mail Order) or by telephone (Telephone Order).

• "Payment method rules" means the guidelines, statutes, rules, and regulations imposed by the payment method providers and merchant banks that offer payment methods supported by Payrexx (including the operating rules for payment card networks ("Network Rules") for the Visa, Mastercard, and American Express networks 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 card and debit card.

• "Merchant bank" means a financial institution authorized by a payment method provider to facilitate the use of a payment method by accepting charges from customers on behalf of the payment method provider and forwarding these charges to the method provider.

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

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

• "Refund" means an instruction you initiate for the refund of funds to a customer for a charge made.

• "Repayment" means an instruction initiated by you, a customer, or a payment method provider or a merchant bank for the refund of funds not related to a charge made.

• "Chargeback" means an instruction initiated by a payment method provider or a merchant bank or us for the refund of funds for a charge made. Chargebacks can result from the following: (i) the nullification of a charge by a payment method provider or a merchant bank, (ii) funds paid to you erroneously or without authorization, and (iii) submission of a charge in violation of applicable payment method rules or submission of the charge or your use of payment services in violation of this contract.

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 that we use to identify you, your representatives, principals, beneficial owners, and others associated with your Payrexx account. During the term of this contract, we may share data about your Payrexx account with payment method providers and merchant banks to create a merchant account on your behalf (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 merchant banks, to monitor charges, and to conduct risk management and compliance reviews. We may also share your data, as defined below, with payment method providers and merchant banks to facilitate compliance with applicable laws and payment method rules by Payrexx, the payment method providers, and the merchant banks. We will review your Payrexx account data and may conduct additional periodic reviews of the same to determine your eligibility to use the payment services. Payrexx's use of data that you provide us under this contract is more thoroughly detailed in Section 11.

Payrexx is not a bank, and we do not accept deposits, grant loans, or issue credit. Payrexx retains the right at any time and at its sole discretion to initiate chargebacks or reserves if an increased risk is identified concerning a business model. If you want to receive a payment for a pre-order, please contact us before initiating it.

If your application is accepted by one of the merchant banks listed below, you agree to their merchant terms of use:

• Clearhaus: Clearhaus Terms of Use

• Bob Finance: Bob Finance Terms of Use

• Stripe: Stripe Terms of Use

• Finaro: Finaro Terms of Use

• PostFinance: PostFinance Terms of Use

• Twint: TWINT Terms of Use

• Centi: Centi Terms of Use

• Visa Click-to-pay: Visa Click-to-pay Terms of Use

8.3 Payment Terms and Financial Services Conditions

Additional terms apply to your use of the payment services, which apply between you and one or more parties of Payrexx, affiliates of Payrexx, and a payment method provider. If these additional terms relate to a specific payment method, they are referred to below as "Payment Conditions," and if they relate to specific payment services, they are referred to as "Financial Services Conditions." By using the payment services, you agree to the applicable payment conditions and financial services conditions specified on our legal page (including those that separately bind you to our affiliates, payment method providers, or merchant banks). Furthermore, a payment method provider may enforce the terms of this contract directly against you.

We may add or remove payment method providers and merchant banks at any time. Payment conditions and financial services conditions may also be changed from time to time. Your continued use of the payment services constitutes your agreement and consent to these additions, removals, and changes.

8.4 Payment Services

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

Payrexx reserves the right to immediately terminate the services available to you, prohibit you from accessing the payment service, and terminate this contract if Payrexx suspects that you have violated this contract. In this context, Payrexx also reserves the right to claim compensation for any damages that may have resulted from this.

If you use the payment service as described below, this use in each case (but not exclusively in these cases) constitutes behavior contrary to this contract:

• Purchase and/or sale of goods and/or services that violate applicable legal regulations in the country of origin and/or the country where the goods and/or services are offered or pose an unacceptable risk to Payrexx's reputation;

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

• 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;

• Deliberate deception of customers, Payrexx, financial institutions, intermediaries, suppliers, and/or third parties;

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

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

8.5 Payment Methods

The payment service allows your customers to use various payment methods. Each payment method has specific characteristics, risks, and conditions associated with it, such as cost structure, payment deadline, payout method, and the ability provided to customers to dispute payments and request chargebacks or charge reversals. We publish these conditions transparently on our public website or refer to them. When you activate a payment method in the Dashboard, we assume that you understand and accept the properties and conditions of this payment method. Payrexx can add new payment methods in the future, which 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 can refuse the company's use of a specific payment method.

9. Payments and Funds

9.1 Security Rights

• Right of Lien: In the event of a payment default by [Name of the Contracting Party] (hereinafter "Debtor") and if the Debtor does not properly fulfill his obligations under this contract, the Debtor hereby grants the payment provider (hereinafter "Creditor") a lien on certain assets to secure the Creditor's outstanding claims.

• Automatic Granting of 1st Rank: The debtor agrees that in the event of a payment default or insolvency, a 1st rank for the creditor's claims is automatically created without further legal steps being required.

• Secured Claims: The lien 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 Lien: The lien is released once the debtor has properly fulfilled all outstanding obligations under this contract.

9.2 Fees

Payrexx provides the payment services at the rates and fees described in the price list. The fees Payrexx charges you can be found in your merchant agreement and the terms within your Dashboard. The subscription fee is derived from your subscription plan and the concluded contract as well as the invoice. The respective invoice amount is to be paid in full to Payrexx within 15 days after receipt of the invoice unless otherwise agreed. If the due amount is not settled, additional reminder fees of CHF 20.00 will be incurred during the third reminder. Additional costs for late payment: processing fee (at the earliest from day 70 after the invoice date, upon transfer to a collection service provider) depending on the claim amount, maximum amount in EUR: 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 indicated, to the first contract period of a contract term. The contract is subsequently extended at the current, valid full price. Payrexx is entitled to adjust the offer, the contractually agreed terms (visible in the contract and in the merchant administration), and payout fees (visible in the merchant administration) unilaterally. For existing, paid contracts, the changes will be communicated within a reasonable notice period of at least 10 days. After the expiration of the mentioned 10 days, the changes come into effect. Unless the customer objects within 30 days of receipt of the notice and continues to use the services after the objection period, the changes are considered agreed upon after the period expires. The customer will be informed about his right to object and the consequences of an objection in the change notice.

9.4 Fees and Taxes

Our fees are exclusive of applicable taxes unless expressly stated otherwise. You are solely responsible and liable for (i) the determination of taxes that may be due for the sale of your products and services, the acceptance of donations, or the payments you receive in connection with your use of the services, and (ii) the calculation and collection of taxes for your business as well as their reporting and remittance to the relevant financial and tax authorities. If we are required to withhold taxes or if we have no way to verify tax-related identification data that you provide to us, 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 in compliance with applicable statutory provisions confirming your tax-exempt status. Upon our reasonable request, you must provide us with information about your tax matters.

In connection with transactions processed using the services, we may send documents to you and the financial authorities. We may be legally required to file a tax return for informational purposes with the tax authorities regarding your use of the services regularly. If you use our payment services, you acknowledge that we report the total payments you receive each calendar year according to the requirements of the applicable tax and financial authorities. We are also entitled, but not obligated, to send you tax information electronically.

9.5 Contractual Penalties

In addition to paying the fees, you are also responsible for settling contractual penalties or fines imposed in connection with your Payrexx account by Payrexx or a payment method provider or a merchant bank (each defined in the following section 8) due to your unauthorized use of payment services under this contract or the rules and policies of a payment method provider.

9.6 Transactions

Payrexx only processes transactions authorized by the respective intermediary(ies) and/or the financial institution involved in the specific payment method and/or the customer. You are responsible for verifying the accuracy of the transaction data offered with the payment service concerning the acquisition of the products and/or services.

Each transaction constitutes solely a contractual relationship between you and the customer(s) on the one hand and a financial institution and the customer(s) on the other. Payrexx is expressly not involved in this/these contractual relationship(s), which means that no obligations arise or exist for Payrexx as a result of these contractual relationship(s).

9.7 Chargebacks

Payrexx does not provide any warranty or guarantee and assumes no liability for transactions that have been authorized and completed but later reversed in any form by the customer or the financial institution. Such chargebacks may result, among others, from the following:

1. a dispute with the customer

2. unauthorized transactions or transactions for which we have reason to believe are unauthorized or incorrectly authorized transactions;

3. transactions that do not comply with the regulations of the relevant network processing the transaction, the involved card-issuing institution, or this contract or are deemed illegal or suspicious, or

4. a reversal for other reasons cited by the card network, the financial institution, or the customer's card-issuing institution;

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

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

You are fully responsible and liable for the chargeback regardless of the reasons and the timing, even if the chargeback has already been completed. In the event of a chargeback, you are immediately liable to Payrexx for the full amount of the chargeback plus any fees, costs, and fines, including fines that may be imposed on Payrexx by the intermediary(ies) and the financial institution. You agree that Payrexx may offset all amounts you owe Payrexx (including but not limited to chargebacks or fees) against a credit in your account or debit the amount from a known bank account and hereby authorize Payrexx to do so. If Payrexx is unable to collect this claim itself, you will pay Payrexx the full amount upon first request.

If, in addition to the cases mentioned above, it is suspected that a particular transaction may result in a chargeback, Payrexx is entitled to withhold the amount of the possible chargeback and the associated fees, fines, or penalties or withhold these amounts from the receipts owed to you or your account until:

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

2. you have successfully completed a clarification process for the chargeback;

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

4. Payrexx has determined that no chargeback will occur.

You have the option to dispute the chargebacks imposed on you. We can support you in this with notifications and software. However, we assume no liability for our role or support in disputing the chargeback. You confirm that you will provide us with necessary information, required to investigate the chargeback and resolve the issue, timely and at your own expense, within three (3) business days (unless otherwise specified). You authorize us to share relevant information with the cardholder, the card-issuing institution, the intermediary, the financial institution, and our subsidiaries to resolve a dispute. You acknowledge that if you do not provide complete and accurate information timely, this may result in a final chargeback that can no longer be nullified. If the card-issuing institution, the payment method provider, or the relevant intermediary does not decide in your favor, we may demand the chargeback amount and associated costs from you as described in this contract. We reserve the right to charge fees incurred for the analysis or mediation related to chargebacks.

Payrexx, the financial institutions, or the intermediary(ies) may decide that you are responsible for an extremely high number of chargebacks. An exceptionally high number of chargebacks can incur additional costs and fines. Additionally, it may lead to restrictions on how you can use our services, including but not limited to:

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

2. changes in the conditions and the amount of a reserve that Payrexx retains;

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

4. increase in the costs charged;

5. delays in payouts, or

6. the 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 processing your transactions.

If you are a platform provider and use split payments, you are entirely responsible and liable for chargebacks and refunds of the sub-provider unless the chargeback or refund is collected by Payrexx from the sub-provider's credit.

9.8 Rolling Reserve

Throughout the duration of this contract, Payrexx has the right to withhold a percentage of each transaction we process for you over a certain period. This is known as a rolling reserve and serves, among other things, to cover chargebacks and refunds.

A rolling reserve is a reserve where a percentage of each transaction you receive each day is held and released according to a specific schedule. The details of the rolling reserve depend on the level of risk, as some companies are more likely to experience a high volume of chargebacks and/or refunds than others. Reasons for applying a rolling reserve include (but are not limited to, which is not exhaustive):

• You operate in a high-risk industry;

• Your transaction history shows high chargeback rates;

• You are running a new business with no experience;

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

The rolling reserve mechanism remains in place for the duration of your contract unless Payrexx informs you otherwise. If Payrexx applies a rolling reserve, you will still receive the full transaction amount, but settlements will be (partially) delayed. Upon termination of the contract, it should be noted that the retained rolling reserve will also be withheld for the specified period after the end of the contract. The payout will only be made after this period has expired.

9.9 Payment Processing

9.9.1 Payouts

The payment of a balance to you will be 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 the difference or reclaim the erroneous payment until the situation is clarified.

Payrexx is entitled to change the number of payouts or temporarily suspend payment services and payouts or cancel transactions, for example, if complaints are made, seizures or garnishments are applied, or Payrexx needs to open an investigation because potential fraud is suspected (see Article 6.1). Your obligations related to using the payment service remain in full force during this period.

If, by exception, Payrexx cannot settle the balance on your account, Payrexx reserves in any case 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 submit a request to retrieve these funds within five (5) years of closing your Payrexx account by contacting support. Payrexx will review your request within a reasonable time, provided you provide Payrexx with the required information. Depending on the reason Payrexx is unable to settle the balance on your account, it may be possible that we cannot pay the balance to you.

9.9.2 Faulty Transactions

The information required for payout depends on the financial institution managing the payout account. Please ensure the information about the payout accounts you have indicated to us is correct and complete. If you provide us with incorrect information, (i) you are aware that amounts may be paid to the wrong account and that we may not be able to recover these incorrectly transferred funds, and (ii) you agree that you are solely responsible for all losses incurred by you or third parties due to faulty payout transactions, that you will not assert any claims against us in connection with these transactions, and that you will fully reimburse us for any losses incurred. The following provisions apply to this:

• Updating Account Details: The merchant is obliged to keep their account details up to date. If the merchant changes their account information, they must promptly update the changed information in their account. Payrexx is not liable for payouts to an outdated account due to the merchant not updating the account information.

• Technical Errors and Payout to Wrong Account: Payrexx is not liable for payouts to a wrong or outdated account due to technical errors, provided that the error is not due to negligence on the part of Payrexx. The merchant is obligated to promptly report inconsistencies or errors in payouts upon their discovery to the payment provider.

• Overpayment and Repayment Obligation: In the event of an overpayment due to a technical error or other circumstances whereby an amount is erroneously credited to the merchant, the merchant is obliged to promptly repay 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 dormant in a Payrexx account, Payrexx reserves in any case the right to transfer these funds to its accounts within one (1) year after notifying you, provided it is legally permissible. In such a case, you have the opportunity to submit a request to retrieve these funds within five (5) years after the closure of your Payrexx Account by contacting support. Provided it is legally required, we will attempt to notify you if we hold funds payable to you on an account over the applicable inactivity period for abandoned property.

10. Security

10.1 Security at Payrexx

Payrexx is responsible for maintaining the security of 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 unauthorized access, accidental loss, alteration, or breach, and we will comply with applicable laws and payment method rules in handling user data and personal data. However, no security system is impregnable, and we cannot guarantee that unauthorized individuals will not be able to overcome our security measures or misuse data in our possession at any time. You provide Payrexx with user data and personal data knowing that the security measures we take may not be adequate or appropriate for your business, and you agree to establish the security controls defined below and any additional controls that may address your specific needs. At our discretion, we may take any measures, including suspension of your Payrexx account, to maintain the integrity and security of the services or data or to protect you, us, customers, or third parties from harm. You waive any right to claim against us for any losses that may arise from such actions.

10.2 Fraud

Payrexx has the right to terminate this contract with immediate effect and/or temporarily suspend the payment services or payouts in cases of (suspected) fraud or illegal activities or indications of them and/or situations where further investigation is necessary. Furthermore, as stated in Article 5.6, in exceptional cases, Payrexx may decide to process refunds on behalf of your customers. You will be informed by email or phone unless such notification is not permitted by law or is deemed undesirable in the context of the investigation; Payrexx is not liable for damages resulting from this.

10.3 Security and Fraud Protection Measures

You are responsible for assessing your business's security requirements and selecting and implementing security procedures and controls ("Security Controls") that are appropriate to mitigate your risk of security incidents. We may provide Security Controls as part of the services or suggest specific security controls for you to implement. However, your responsibility for your business security is not reduced by security controls we provide or propose, and if you believe the security controls provided by us are inadequate, you must separately implement additional controls that meet your needs. You can view some of our security controls on our website.

10.4 Confidentiality

Unless they have received prior written permission from the contractual partner, the parties will treat all data and information about the contractual partner (including its subsidiaries) that are confidential as strictly confidential, protect these data and information appropriately, and not disclose them to third parties in any form. The parties will use the information referred to here exclusively in the context of this contract.

Unless written permission is provided or this contract states otherwise, confidential information or data shall in any case, but not exclusively, include all information expressly designated by the contractual partner as confidential or secret; all information and data that the parties become aware of due to this contract; technical, financial, and business information, drawings, formats, concepts, source codes, pilot projects, and all other information of which the parties know or must know reasonably that they are secret or confidential and may not be disclosed to third parties, for example, because disclosing them potentially ensures that the contractual partner suffers harm or another disadvantage.

The parties may not use or disclose confidential information and/or data made available or known in the context of a contract even if a contract is prematurely terminated, terminated entirely or partially, or ends normally.

The parties are entitled to disclose or provide confidential information of the contractual partners to the competent authorities and government agencies if they are obliged to do so by applicable legal provisions or if it concerns information that Payrexx is required to pass on to an intermediary due to corresponding agreements with this intermediary. Payrexx may also access, aggregate, and use non-personally identifiable data that in no way identifies the customer, the company, or any other person. Payrexx can use this data to a) better understand how their customers use the payment services; b) provide their customers with more information about the use and benefits of the payment services; c) improve business productivity, including obtaining useful business insights from aggregated data, enabling businesses to compare their business performance with these aggregated data; and d) otherwise improve the payment services.

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

11. Data Protection

11.1 Responsibility

In fulfilling the contract, personal data will be processed. Payrexx processes personal data i) in connection with its payment services; ii) in connection with legal obligations; iii) to ensure the security and integrity of the financial sector, for example, by identifying, investigating, preventing, and actively combating intentional or illegal behavior; and iv) to analyze, 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 Payrexx processes from you and your customers.

As far as we are data processors, we will process personal data under this contract's terms and legitimate instructions, which you periodically give us, and we will take appropriate technical and organizational measures to protect such personal data. We are not liable for claims made by a data subject resulting from an action or omission by us, as far as that action or omission results from your instructions.

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

If applicable to you, you must always comply with the regulations set out 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) occurs due to your actions, you are liable. If Payrexx and/or an intermediary conducts an investigation regarding an ADC and this investigation incurs costs, you accept these costs, fines, and penalties in advance, but only if Payrexx informs 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 verify whether you meet the aforementioned PCI standards, you must promptly provide documents clearly and unambiguously demonstrating this compliance. You confirm that you only utilize suppliers who meet the PCI standards regarding the storage and transmission of payment data, concerning but not limited to card number (the so-called Primary Account Number or PAN), card expiration dates, and the CVV2 code. We advise you not to store such data in any way. You are aware that you are generally prohibited from storing the CVV2 code in any form.

You must specify in your contract with your customer or in the general terms and conditions applicable to your relationship with your customer that you use Payrexx's services to process transactions, and that personal data of your customer are shared with Payrexx in this context. If applicable, you must ensure that your customer directly or indirectly grants Payrexx all necessary (explicit) permissions and consents under the relevant data protection laws.

11.2 Protection of Personal Data

The protection of personal data is very important to us. Our Privacy Policy describes 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 and will continue to comply with all applicable privacy, data protection, and data usage laws for the collected data you provide to us or access through your use of the services. You also confirm that you have obtained all necessary rights and consents under applicable laws to disclose all personal data you provide to us or allow Payrexx to collect, use, store, and disclose, including data we may directly collect from customers through cookies or similar means. You are solely responsible for disclosing to customers, as required by applicable laws, that Payrexx processes transactions (including payment transactions) for you and receives personal data from you. Furthermore, we may, to the extent required by applicable laws or as specified in the payment method rules, delete or remove any personal data of a customer from your Payrexx account at their request. Payrexx will provide some or all services through systems located within Switzerland, the EU, or other countries outside the EU. Therefore, you are required to disclose to your customers that payment data may be transferred, processed, and stored outside the EU according to our Privacy Policy, and that disclosure is subject to applicable laws, and you are required to obtain any necessary consents under applicable laws from your customers in connection with the foregoing. If we become aware of an unauthorized acquisition, disclosure, or loss of customer personal data on our systems, we will notify you in accordance with our obligations under applicable law. We will further notify you and provide sufficient information about the unauthorized acquisition, disclosure, or loss of personal data to assist you in mitigating adverse effects on the customer.

11.3 Confidentiality of Personal Data

Each party agrees to take all necessary steps to treat personal data confidentially. Payrexx only provides personal data to third parties (i) in the context of the payment services and (ii) as legally required. In other situations, the parties refrain from providing personal data to third parties without the prior written consent of the other party, except for Payrexx when it is necessary for providing services.

Furthermore, Payrexx may share your contact details with your customers if they receive complaints or questions about you from your customers.

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 change or supplement the terms of this contract at any time and with future effect only and to change, remove, suspend, or set terms for the use of the services, by publishing these changes on our website or another website we host or operate. We may send you a notice of changes via the Dashboard, by email, or other reasonable means. If you are already a Payrexx user, the changes will become effective on the date we specify in the notification, and your use of the services, API, or data after a change takes effect constitutes your acceptance of the terms of the amended contract. You can access a copy of the currently applicable terms of this contract on our website at any time. You can determine when this contract was last amended by checking the date "Last changed on" provided at the beginning.

12.2 Assignment

You may not assign this contract, rights, or licenses granted in this contract, or operate 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 you owe in connection with the assignment and must comply with the terms of this contract. Payrexx may assign this contract without your consent or other restrictions. We will notify you of an assignment with appropriate notice.

12.3 Right to Audit

If, in our assessment, a security breach, a security vulnerability, data loss, or data exposure has occurred on your systems, website, or app that affects your compliance with this contract, we may require you to allow a third-party auditor appointed by us to conduct a security audit of your systems and facilities, and you must fully cooperate with all information or support requests from the auditor in connection with the security audit. The auditor will provide us with a report that we can share with our payment method providers and merchant banks.

12.4 General Liability

A Payrexx company is under no circumstances liable to you for indirect damages, punitive damages, incidental, special, or consequential damages, or exemplary damages arising from your use or the impossibility of using the services, or for the unavailability of the services, for lost profits, personal injury, property damage, or other damages arising from or in connection or in connection with this contract or your use of the services, even if such damages are foreseeable, and regardless of whether you or the Payrexx companies were advised of the possibility of such damages. The Payrexx companies are not liable and disclaim liability for damages, impairments, or losses to you arising from hacking, manipulation, or other unauthorized access to services, your Payrexx account, or data or their unauthorized use or because you do not apply or set up the measures to combat fraud, the security controls or other data security measures. The Payrexx companies also disclaim liability for any damage caused to you or third parties by the following: (a) violation of the documentation in accessing or using the services by you, (b) unauthorized access to servers, infrastructure, or data used in connection with the services, (c) interruptions or disruptions of the services; (d) coding errors, viruses, or other harmful code that may be transmitted to or through the services, (e) errors, inaccuracies, omissions, or losses in or in the data provided by you, (f) external content provided by you, or (g) defamatory or unlawful conduct by third parties.

You commit to limiting any additional liability by the Payrexx companies not excluded or disclaimed in this contract, to your direct, provable damages, and you also agree that such liability shall under no circumstances exceed the amount of fees you paid to Payrexx during the three-month period immediately preceding the event that led to your claim for damages.

These limitations of our liability to you apply regardless of the legal basis on which your claim is based, including contractual, tort (including negligence), strict liability or another legal basis.

We provide some of the services from facilities in Switzerland. We make no claims and cannot guarantee that the services we provide from Switzerland are appropriate or available for any other location or jurisdiction, or that they will comply with the laws of any other location, jurisdiction, or the laws on importation, export, or foreign use.

12.5 Liability for Hacker Attacks

Payrexx assumes no liability for losses, damages, claims, or costs resulting directly or indirectly from hacker attacks, DDoS attacks, or other cyberattacks that result in impairment of the availability, integrity, or confidentiality of our services or customer data.

The customer acknowledges that despite Payrexx's implemented security measures, an absolute protection level against hacker attacks, DDoS attacks, or other cyberattacks cannot be guaranteed. The customer understands and accepts that the use of services by [Your Company] is at their own risk, and Payrexx cannot be held liable for downtimes, data losses, or impairments attributable to such attacks.

In the event of an attack or a security breach, Payrexx will take appropriate measures to fix the issue and minimize the impacts. Nevertheless, Payrexx cannot assume any liability for 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 cyberattacks, even if Payrexx has been 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 us under this Agreement, you are responsible at all times for the acts and omissions of your employees, contractors, and agents. You commit to defend Payrexx, our affiliates, and their respective employees, agents, and service providers (each a "Payrexx Company") against any claims, disputes, demands, losses, liabilities, damages, actions, or proceedings (each a "Claim") that a third party may make against a Payrexx company, and you commit to fully indemnify the Payrexx companies against all claims arising from the following: (i) any breach by you of any provision of this contract, (ii) fees, Penalties, Disputes, Refunds, and Chargebacks, Refunds, or any other liability we incur resulting from your use of the payment services, (iii) negligent or willful misconduct by your employees, contractors or agents, or (iv) any contractual or other relationship between you and customers. **Important Note for Sole Proprietors: If you are using the services as a sole proprietor, please keep in mind that by using the services, the law and the terms of this contract 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, penalties, losses resulting from claims or fraud, and other amounts you owe us under this contract due to your failure to establish security controls as well as for any other obligations to us and your customers. You risk personal financial losses if you fail to pay amounts owed. Please take the time to read our documentation and take all appropriate measures to protect against such losses.

12.7 Force Majeure

In the event of force majeure, neither party shall be liable. Force majeure shall be understood to mean circumstances and events escaping the control and intentions of the parties, regardless of whether such circumstances or events were known or foreseeable at the time of any contract signing, due to which it can reasonably not be expected of the parties to fulfill their contractual obligations. Such circumstances or events include at least, but not limited to: war, fire, natural disasters, labor disputes, power failures, strikes, epidemics, government regulations and/or similar regulations, embargoes, poor performance (through insolvency or for other reasons) by suppliers, financial institutions, subcontractors or other third parties employed by either party (including subsidiaries) to carry out this contract, seizures, hacking, unavailability of financial institution systems and/or telecommunications services, and (attempted) unauthorized access to and/or unauthorized use of the systems, networks and databases belonging to Payrexx, the company, the intermediaries, and/or financial institutions or on which Payrexx, the company, intermediaries and/or financial institutions depend, as well as any unauthorized work carried out on them not executed by Payrexx or third parties employed by it.

12.8 Intellectual Property

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

You are granted a right to use a payment service for the duration of this contract as necessary to execute this contract. However, none of the provisions of this contract grant you any rights to the platform and/or the payment service or similar items 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, decompile, or attempt (to edit) the platform and/or the payment service.

12.9 Complaints, Malfunctions, and Support

If you identify an issue preventing the payment service from being used in the manner established in this contract, you must notify Payrexx as soon as possible. Payrexx registers the notification in its recording system and subsequently makes every effort to find a countermeasure for such a malfunction within a reasonable time, so the payment service provides the agreed functionality. Payrexx is available during business hours to provide you with reasonable technical support regarding the use of the payment service.

You must notify Payrexx as soon as possible after detecting a malfunction. In case of a malfunction, the following protocol must be followed:

1. You must inform Payrexx as soon as possible and in any case no later than two (2) hours after becoming aware of the malfunction;

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

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

4. Payrexx informs you about the realized solution.

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

12.10 Compliance with Court Orders

Payrexx may respond to and comply with any garnishment order, lien, seizure, subpoena, judicial decree, or any other court order we believe to be valid ("Court Order"). We or a payment method provider (or, where applicable, the merchant bank of the payment method) may transfer or hold funds or, subject to the provisions of our Privacy Policy, data required by such a court order, even if you accept funds or data on behalf of other parties. Where legally permissible, we will make reasonable efforts to notify you of this court order by sending you a copy via email, which we have filed for you. Payrexx is not responsible for direct or indirect losses you may incur due to our response to or compliance with a court order.

12.11 Entire Contract

This contract and all policies and procedures incorporated by reference in this contract constitute the entire agreement between you and Payrexx concerning the provision and use of the services. To the extent not expressly stated otherwise in a document signed between you and Payrexx, this contract takes precedence over all conflicting policies or agreements concerning the provision or use of the services. This contract specifies your exclusive remedies concerning the services. Suppose a provision or part of this contract is found invalid or unenforceable according to the law. In that case, this provision or part is reworded and interpreted to achieve the provision's purposes to the greatest extent possible, and all other provisions remain fully valid and enforceable. Unless otherwise agreed, Payrexx is bound to its offer for 30 days. Payrexx offers made due to inaccurate or not yet existing information are considered basic readiness to contract, not binding offers. Price quotes contained therein are non-binding guide price character.

12.12 Other Provisions

This contract applies to all (legal) actions between you and Payrexx and continues to apply after termination of services, regardless of whether you have expressly informed us of this termination. The applicability of any other (use) conditions or contracts is expressly rejected unless explicitly agreed by the parties. A deviation from this contract is only legally effective if the parties have agreed in writing.

Payrexx reserves the right to change this contract. The announcement may be made in writing, by email, or through the Payrexx Dashboard. The changes take effect one (1) month after disclosure unless otherwise specified. If you disagree with these changes, you have the right to terminate this contract with one (1) month's notice after communication.

This contract is exclusively subject to Swiss law, and the parties submit all disputes to the competent court in Bern. If a provision of this contract is found invalid or unenforceable, this provision will be struck out, and the remaining provisions and articles will remain fully in effect and enforceable.

13. Additional Provisions for Platform Customers

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

The platform independently acquires its merchants and is fully responsible for their actions in cashless payment transactions. As a result, the platform is liable for any financial risks arising from its merchants' activities. Below, the specific risks and obligations assumed by the platform are outlined.

1. Disputes:

   • In the event of possible objections to transactions by the payer (end customer), the merchant is entitled to provide evidence for the correctness of the transactions.

   • Payrexx supports the platform and its merchants as best as possible during the dispute process but has no influence on the final decision. The platform must inform its merchants about the dispute process.

   • In the event of a loss in a dispute, the affected merchant is obliged to bear both the transaction amount and a dispute fee.

   • If this amount cannot be fully deducted from existing credit, Payrexx reserves the right to either deduct the outstanding amount from the platform's commission credit or invoice the platform for this amount.

2. Acquiring Merchants

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

   • Likewise, no unauthorized sale related to these business models may occur.

   • Card networks reserve the right to impose high penalties in the event of violations, which may result in the immediate suspension of the merchant account.

   • If there is an outstanding claim by the card network that the merchant does not settle, the outstanding amount will be charged to the platform.

3. Liability for Outstanding Claims: The platform is generally liable for any outstanding claims by its merchants against Payrexx.

13.2 Disclaimer Merchant T&Cs

For all merchants acquired by the platform using our payment services, Payrexx's Merchant T&Cs apply. The platform is committed to informing its merchants of these conditions and ensuring that they are complied with throughout the business relationship.

14. Additional Provisions for the Use of POS Terminals

14.1 Contract Term and Termination

The POS contract enters into force when the POS terminal is set up and runs for an indefinite period unless either party terminates the contract within the agreed period. Termination must be in written form. If the merchant terminates the use of the POS terminal, he must return the terminal to the following address within a maximum of 10 days after the termination period expires: Payrexx AG, Burgstrasse 20, 3600 Thun. If the return is not made within this period, the merchant must pay a fee of 450 CHF.

14.2 Fees

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

14.3 Use of the POS Terminal

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

14.4 Damages and Technical Issues

In case of damage or technical problems, the merchant is obliged to contact the Payrexx Support immediately. If necessary, defective POS terminals can be returned, and Payrexx will provide a replacement device. The costs arising from the damage will be charged to the merchant if the damage was caused by 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 is due to gross negligence by Payrexx AG.