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Terms & Conditions

General Terms and Conditions of Continental Payment for the digital payment service PAYLAX (Seller)

16th October 2022

1. Preamble

These are the General Terms and Conditions (hereinafter: “GTC”) of Continental Payment GmbH, registered in the Commercial Register at the Local Court of Stuttgart with the registration number HRB 234682, legally represented by the Managing Directors Timo Matthias, Bleibtreustr. 51, 10623 Berlin, e-mail address: [email protected] (hereinafter referred to as “Provider”) as the binding basis for the use of the web- and app-based payment service PAYLAX (hereinafter referred to as “PAYLAX”).

By agreeing to these GTC, a contract (“User Contract”) is concluded between you and the Provider for the provision and use of PAYLAX under the following terms and conditions. These GTC shall also apply to future payments via PAYLAX, unless amended GTC take effect.

The Provider expressly points out that the payment(s) made by you will be executed via the payment service provider Online Payment Platform BV, Kanaalweg 1, 2628 EB Delft, the Netherlands (hereinafter “OPP”), a payment service provider regulated and licensed by the Dutch Central Bank (DNB). By agreeing to these T&Cs, you also agree to OPP’s Terms of Use (PDF).

Please note that additional terms and conditions may apply if you choose to pay with one of the payment methods we offer.

2. Registration

2.1 The use of the PAYLAX Dashboard requires registration.

2.2 Registration is reserved exclusively for commercial users.

2.3 For registration, the user must provide a valid e-mail address, a personal password and personal data about himself and the company. Furthermore, the user must accept these GTC and the provider’s data protection provisions.

2.4 The data requested during registration must be provided completely and truthfully. After successful completion of the registration, the Provider shall provide the User with a personal PAYLAX dashboard, which the User can access using the e-mail address and password provided.

2.5 Before a User can create payments through the PAYLAX Dashboard, the User must pay a signup fee (see Item 12. Fees). In addition, our payment service provider OPP must also comply with due diligence requirements under money laundering law (for more details, see § 15). Users must identify themselves by submitting the following documents, which PAYLAX will forward directly to OPP without storing them:

a. Proof of identity

Identification of the legal representative of the company by means of an official identification document (identity card (front and back), passport or residence permit).

b. Extract from the Commercial Register or equivalent document

The registration must have been made in the commercial register of a member state of the European Union or a state of the European Economic Area. This document must confirm the company name, legal form, address of the registered office and the identity of the shareholders and managing directors.

In the case of companies not registered in the Commercial Register, a copy of the extract from the Official Gazette or the National Trade Register or any other professional organization confirming registration as a trader is sufficient.

c. Information of beneficial owners

Query of all relevant beneficial owners with a direct or indirect capital or voting interest of 25% or more.

d. Proof of bank account

The proof can be provided by a copy of a bank statement or a photo of a debit card. The owner of the bank account and the IBAN must be visible.

2.6 The User must notify the Provider immediately of any changes to the data provided during registration or, if possible, adjust the data in the User’s PAYLAX dashboard.

3. PAYLAX-Dashboard

3.1 The user is obliged to store the access data (e-mail address and password) in such a way that they are not accessible to third parties. The password must be kept secret and may not be disclosed to third parties. Should third parties gain knowledge of the password, the user must immediately report this to the provider and change his password.

3.2 If a User’s password has been used by a third party without authorization, the User must report this to the Provider immediately and change his password.

3.3 Each User may create only one PAYLAX Dashboard. A PAYLAX Dashboard is not transferable and all rights to the PAYLAX Dashboard expire upon the death of the User.

3.4 The User is responsible for ensuring that, using his PAYLAX Dashboard, the Services are used exclusively in accordance with applicable law and the User Agreement.

4. Creation of direct or escrow payments

4.1 The creation of a direct or escrow payment is done via the PAYLAX dashboard.

4.2 After creating a direct or escrow payment, the User can copy the generated payment link and forward it to the Buyer by any means.

4.3 Third-party platforms can be used to create direct or escrow payments via the PAYLAX interface (API). In doing so, the third-party platform transmits the necessary data to PAYLAX.

Before a third-party platform can create a direct or trust payment, the User must connect to the third-party platform via PAYLAX Connect. The connection can be terminated at any time via the PAYLAX dashboard.

5. Use of PAYLAX Coupon Codes, hereinafter referred to as PAYLAX Coupons.

5.1 A PAYLAX Coupon can only be redeemed when a trust payment is created.

5.2 PAYLAX Coupons can only be redeemed up to their issued transaction amount. If the actual transaction amount exceeds the limit of the coupon, it cannot be used. Proportionate offsetting is not possible.

5.3 The PAYLAX Coupon is valid for three years.

5.4 Only one PAYLAX Coupon can be redeemed per trust payment.

5.5 The value of a PAYLAX Coupon is neither paid out in cash nor does it bear interest.

5.6 A PAYLAX Coupon is not transferable.

5.7 PAYLAX reserves the right to cancel coupons in case of misuse or fraud.

6. Excluded goods and services

6.1 A list of the businesses, goods and services excluded by our payment service provider can be found following:

  • Persons/entities/countries with an entry on the sanction lists;

  • If there is doubt about the financial flows and they cannot be identified;

  • If it appears that the client is deliberately abusing OPP’s system;

  • If OPP has received several complaints about clients whereby the complaints have remained unresolved and/or have been reported to the police. (In the event of fraud or fraud reports, for example);

  • Company structure cannot be properly defined;

Unacceptable products and services:

  • Trust offices

  • Illegal software

  • SPAM,

  • (child) pornography

  • illegal MP3 s

  • copyright infringement

  • sale of counterfeit goods

  • drugs, medicine, alcohol, tobacco

  • weapons

  • Gambling or poker sites without an appropriate license in the area where they operate;

  • Websites offering articles or services for sale that are supplied to buyers in areas where this is prohibited;

  • Investment products where the origin of money cannot be traced;

  • Cryptoplatform that is not registered with DNB;

  • Cryptoplatform which is not established in the Netherlands;

  • Crowdfunding platform involving shares/bonds and/or consumer/mortgage loan that is not registered with AFM.

6.2 Escrow payments for businesses, goods or services that violate paragraph 1, the provider can block and remove at any time.

7. Payment processing via escrow service

7.1 When creating the escrow payment, the User may, depending on the amount of the transaction volume, choose from different payment methods that will be displayed to the Buyer for payment.

7.2 Both parties (payer and payee) will be informed as soon as the money is received in the escrow account.

7.3 The deposited amount of money will be forwarded to the party entitled to receive it (a) after the payer has released it, (b) after the inspection period has expired, © after the payer has released it via a third-party platform or (d) after a final decision has been made on the disputed claim in the event of an objection by the payer.

7.4 In individual cases, proof may be required in the form of a contract (for example, a purchase or service contract) or an invoice, which proves the basic transaction of the escrow payment. A payment will be made, if proof is requested, only after verification and acceptance of the proof by our payment service provider OPP. Proof may also be requested before a deposit can take place.

7.5 The user can delete his escrow payment without giving any reason as long as no other escrow partner has joined the escrow payment. The escrow payment as well as the payment link lose their validity with the deletion.

7.6 The Seller may return the deposited amount at any time without the Buyer’s consent. The funds will be returned to the Buyer after a return in the same way as deposited.

7.7 Incoming and outgoing transfers can be processed in EUR.

7.8 Deposits and withdrawals can be made only to accounts in one of the following countries: https://paylax.com/en/faq/general/countries

The user’s residence or company headquarters must also be located in one of these countries.

7.9 In case of disregard of our terms and conditions or in case of false information, a payout cannot be guaranteed.

7.10 The provider reserves the right to change or restrict the available payment methods at any time.

8. Restrictions on use

8.1 Until the verification of a user’s identity is completed, no payments can be created.

8.2 Once the verification is completed, the User will be informed by the Provider via email.

8.3 In the event of suspected misuse, fraud or money laundering, the Provider may restrict the User’s PAYLAX Dashboard until the matter is clarified or, in the case of serious suspicions, block it temporarily or completely. In addition, address verification or the provision of further documents for verification may be required.

9. Description of services

9.1 The Provider shall provide the following services in particular in the course of payment processing:

  1. Carrying out registration and providing a PAYLAX dashboard.

  2. Provision of payment procedures and forwarding of payment instructions to the payment service provider OPP

  3. Communication of status changes of the payment transaction to the payer, payee and, if applicable, a third-party platform

  4. Provision of historical transaction data

9.2 The Provider is involved in the contractual relationship between the Trust Partners neither as an intermediary nor as a representative of a party. The Provider is also not itself a buyer or seller of goods or services, or a tenant or lessor, but merely a technical service provider. The Provider does not assume any liability arising from the underlying transaction of the Trust Partners.

9.3 In the event of a possible dispute between the parties or in the event that one party does not respond to messages from the other party, PAYLAX Support can be called in. To do so, send us an email with the payment ID associated with the escrow payment and a description of the problem to [email protected]. Please make sure to send the email from the email address you registered with PAYLAX.

We will then contact your partner and try to reach an agreement. If there is a suspicion of fraud and the partner does not respond to our request within 14 days, the escrow payment will be cancelled and the money will be returned to the buyer. If we receive a response and subsequently fail to reach an agreement, a legal clarification must take place.

9.4 A claim of the users to keep certain functions does not exist. The claim to use the PAYLAX Dashboard and its functions and services exist only within the framework of the current state of technology and is at the discretion of the provider.

10. Service disruptions

(1) The Provider shall endeavor to ensure continuous availability and error-free functionality of PAYLAX. However, the User acknowledges that already for technical reasons and due to the dependence on external influences, e.g. in the context of telecommunication networks, an uninterrupted availability of the PAYLAX account is not feasible, which is why the User has no claim to constant access. Temporary access restrictions grant neither warranty claims nor a right to extraordinary termination.

11. Term, Termination and Account Closure

11.1 The User Agreement shall run for an indefinite period and may be terminated by either party at any time at the end of the month by e-mail or in writing.

11.2 Even after termination of this User Agreement, its provisions shall continue to apply insofar as they regulate the legal relationship between Provider and User in connection with an escrow payment that has not yet been fully settled at the time of termination.

11.3 The right to terminate for cause remains unaffected by the above rules.

12. Fees

12.1 Subject to an individual contractual agreement, the signup and transaction fees are derived from the list of fees, which can be accessed at https://paylax.com/fees.

12.2 The PAYLAX transaction fees are borne by the payee (seller) and invoiced at the end of the month.

12.3 PAYLAX reserves the right not to allow the creation of new payments if there are outstanding or unpaid PAYLAX fees. Payments to bank accounts may be withheld until outstanding PAYLAX fees are settled.

12.4 If the price is subsequently reduced via the price adjustment, the transaction fee shall remain unchanged.

12.5 If an escrow payment is cancelled after funds have been received, the transaction fee will be incurred in full.

12.6 If an escrow payment is cancelled before the money is received, but the money is received later (e.g. in the case of a bank transfer), the transaction fee shall also be due.

12.7 The user agrees that the invoice may be transmitted electronically. This is valid without a signature.

13. Liability of PAYLAX

13.1 The Provider is liable within the scope of this contract only for damages (a) which the Provider or its legal representatives or vicarious agents have caused intentionally or through gross negligence or (b) which have resulted from injury to life, body or health through a breach of duty by the Provider or one of its legal representatives or vicarious agents.

13.2 The Provider’s liability in the cases of paragraph 1, letters (a) and (b) is unlimited in amount. In all other cases, the claim for damages shall be limited to the foreseeable damage typical for the contract.

13.3 In cases other than those mentioned in paragraph 1, liability on the part of the Provider is excluded, regardless of the legal grounds.

13.4 The liability regulations in the preceding paragraphs also apply to personal liability of the organs, employees and vicarious agents of the Provider.

13.5 As far as a liability according to the product liability law from the assumption of a guarantee or because of bad-cunning deception comes into consideration, it remains unaffected by the preceding liability regulations.

14. Right of revocation

14.1 The contract can be revoked within fourteen days without giving reasons. The revocation period begins on the day the contract is concluded.

In order to exercise the right of revocation, a clear declaration (by letter or e-mail) of the decision to revoke this contract must be sent to Continental Payment GmbH, Bleibtreustr. 51, 10623 Berlin, Germany, telephone: +49 (0)711-25 25 96 40, e-mail: [email protected].

To comply with the revocation period, it is sufficient to send the notification of the right of revocation before the expiry of the revocation period.

14.2 If you revoke this contract, we shall reimburse you all payments we have received from you, including delivery costs (with the exception of additional costs resulting from the fact that you have chosen a type of delivery other than the most favorable standard delivery offered by us), without undue delay and no later than within fourteen days from the day on which we received the notification of your revocation of this contract. For this repayment, we will use the same means of payment that you used for the original transaction, unless expressly agreed otherwise with you; in no case will you be charged any fees because of this repayment.

If you have requested that the service should commence during the withdrawal period, you shall pay us a reasonable amount corresponding to the proportion of the services already provided up to the point in time at which you notify us of the exercise of the right of withdrawal with regard to this contract compared to the total scope of the services provided for in the contract.

14.3 Upon termination of the contractual relationship, the Provider will delete the PAYLAX User’s Account.

15. Regulations on the fight against money laundering and terrorist financing

15.1 Our payment service provider OPP is subject to anti-money laundering and anti-terrorist financing obligations.

15.2 Upon the Provider’s request, the User is obliged to provide the necessary information and documents for the fulfillment of OPP’s anti-money laundering obligations and to notify any changes arising in the course of the contractual relationship without undue delay via the Provider as the messenger.

15.3 In application of the provisions of the Dutch legislation regarding the participation of financial institutions in the fight against money laundering and the financing of terrorist acts, OPP must obtain information from the User regarding the origin, subject matter and destination of the transaction or account opening for each transaction or business relationship. Furthermore, OPP must perform all necessary due diligence to establish the identity of the user and, if applicable, the beneficial owner of the account and/or the transactions related thereto. The User undertakes to perform all due diligence that will enable OPP to carry out a thorough verification of the transaction, to inform the User of any unusual transaction that deviates from the transactions usually registered under this Agreement and to provide the User with the requested documents or information of any kind.

15.4 The User acknowledges OPP’s right to terminate or suspend at any time the use of a user identification, account access, execution of a transaction or refund in the absence of any element deemed sufficient to inform the User about its subject or nature. The User is hereby informed that the right to information of the National Central Financial Reporting Office may be applied to a transaction carried out under this Agreement.

15.5 The User may, in accordance with the Regulations, access any information so communicated, subject to the proviso that such right of access does not jeopardize the objective of combating money laundering and terrorist financing, provided that it concerns data relating to the Applicant.

15.6 No civil action or professional disciplinary sanctions may be brought against OPP, its directors or its employees who have made a report of suspicion in good faith to the National Authorities.

§ 16 Final Provisions

(1) The law of the Federal Republic of Germany applies to all legal relationships between the provider and the user, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The place of jurisdiction for all disputes arising from contractual relationships between the User and Provider is the registered office of the Provider.

(3) Should a clause of these terms and conditions be invalid, this shall not affect the validity of the other clauses. If a clause of these terms and conditions is invalid in only one part, the other part shall remain valid. The parties shall be obliged to replace an invalid clause by a valid substitute provision which comes as close as possible to the economic purpose of the invalid contractual provision.

(4) Supplements to the present contract shall only be effective in individual cases if they have been agreed in writing or in text form (e.g. by e-mail).

(5) All contracts with the Provider can only be concluded in German. The contract texts are not stored by the provider.