Términos y condiciones generales
General Terms and Conditions of pay & relax GmbH for the use of the digital escrow service PAYLAX
As of 1st June 2021
§ 1 Preamble
(1) This contract regulates the legal relationship between pay & relax GmbH (hereinafter referred to as the “Provider”) and the Users who use the digital escrow service PAYLAX.
(2) The Provider provides a web- and app-based user interface (hereinafter referred to as “PAYLAX”) for the escrow-based payment processing, via which payment transactions can be initiated, tracked, adjusted and completed. As a technical service provider, the provider assumes the design, establishment and maintenance of the (technical) infrastructure required for trust-based payment processing. The provider is not itself a payment service provider within the meaning of the German Payment Services Supervision Act (Zahlungsdiensteaufsichtsgesetz - ZAG).
(3) The provider expressly points out that the execution of payment orders exclusively by its partner MANGOPAY. S.A, 59 Boulevard Royal, 2449 Luxembourg (hereinafter “Mangopay”), an e-money institution licensed and supervised in Luxembourg in accordance with the provisions of the CSSF. The Provider shall assume the role of declaration messenger for the users of PAYLAX and shall forward the instructions of the users to Mangopay without delay.
(4) By agreeing to the General Terms and Conditions of the Provider, the User also agrees to the MANGOPAY Terms and Conditions (PDF).
§ 2 Registration
(1) The use of PAYLAX requires a free registration.
(2) Any natural person who is at least eighteen (18) years old and legally competent as well as any legal entity may register.
(3) For registration, the user must provide a valid e-mail address, a personal password and personal data about himself and, if applicable, about the company. Furthermore, the User must accept these General Terms and Conditions (GTC) and the Provider’s data protection provisions.
(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 and free PAYLAX account, which the User can access using the e-mail address and password provided.
(5) For the disbursement of funds held on the user’s PAYLAX Wallet, our payment service provider Mangopay must additionally comply with due diligence requirements under money laundering law (for more details, see § 15). Users must identify themselves by presenting the following documents, which PAYLAX forwards directly to Mangopay without storing them:
For natural persons
a. Copy of a valid official identification document
For EU citizens: identity card (front and back), passport, driver’s license or residence permit;
For UK, USA and Canada: passport or driver’s license.
For all other nationalities: passport.
For legal entities
a. Identification of the legal representative of the company by means of an official ID (see §2, 5a for natural persons).
b. Extract from the Commercial Register or equivalent document not older than three months. 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 or in a third country imposing equivalent obligations as regards the fight against money laundering and terrorist financing. This document must confirm the company name, legal form, address of the registered office and the identity of the shareholders and directors.
c. 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 body confirming registration as a trader.
d. Certified copy of the articles of association or partnership agreement and any resolutions appointing the legal representative.
e. Query of all relevant beneficial owners with a direct or indirect capital or voting interest of 25% or more.
(6) The User must notify the Provider without delay of any changes to the data provided during registration or, if possible, adjust the data in his PAYLAX Account.
§ 3 PAYLAX Account
(1) The User is obligated 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.
(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) Each User may create only one PAYLAX Account. A PAYLAX Account is not transferable and all rights to the PAYLAX Account expire upon the death of the User.
(4) The User is responsible for ensuring that, using his/her PAYLAX Account, the Services are used exclusively in accordance with applicable law and the User Agreement.
§ 4 Creation of an escrow payment
(1) The creation of an escrow payment is carried out via the personal PAYLAX account or the PAYLAX escrow generator.
(2) After creating the escrow payment, the user has the following options to invite the other party (escrow partner):
By entering the email address of the escrow partner, PAYAX sends an invitation email through which the escrow partner can join the escrow payment. The user hereby confirms that he has actively obtained the consent of the invited escrow partner to transmit his e-mail address to the provider in accordance with §4a BDSG. In addition, the user has the option of sending the invitation to the escrow payment by WhatsApp or SMS, for example
The user can copy the payment link and forward it to the escrow partner by any means.
(3) Via third-party platforms, escrow payments can be created 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 an escrow payment, the seller must agree to a connection with PAYLAX Connect and his existing PAYLAX account.
§ 5 Use of PAYLAX Coupon Codes, hereinafter referred to as PAYLAX Coupons.
(1) A PAYLAX Coupon can only be redeemed when a trust payment is created.
(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.
(3) The PAYLAX Coupon is valid for three years.
(4) Only one PAYLAX Coupon can be redeemed per trust payment.
(5) The value of a PAYLAX Coupon is neither paid out in cash nor does it bear interest.
(6) A PAYLAX Coupon is not transferable.
(7) PAYLAX reserves the right to cancel coupons in case of misuse or fraud.
§ 6 Excluded items and services
(1) A list of the stores, items and services excluded by our payment service provider can be found at the following link:
(2) Escrow payments for items or services that violate paragraph 1, the provider can block and remove at any time.
§ 7 Payment processing with PAYLAX
(1) If the escrow partner liable for payment joins an escrow payment, the escrow partner will be requested to deposit the agreed amount of money, plus any applicable PAYLAX fee and/or a fee from a third-party provider (e.g. online marketplace), in the escrow account. For more details on PAYLAX fees, see § 12.
(2) If the payee joins the escrow payment, the payer will only be requested to deposit the agreed amount of money, plus any applicable PAYLAX fee and/or a fee from a third-party provider (e.g. online marketplace), in the escrow account after the payee has joined.
(3) The deposited amount of money will be forwarded to the party entitled to receive the payment (a) after the payer has released it via the PAYLAX account, (b) after the automatic payout 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.
(4) In individual cases, proof may be required in the form of a contract (for example, a purchase or service contract) or an invoice evidencing the underlying transaction of the escrow payment. If proof is requested, payment will be made only after verification and acceptance of the proof by our payment service provider Mangopay. Proof may also be requested before a deposit can take place.
(5) The user can delete his escrow payment without giving reasons as long as no other escrow partner has joined the escrow payment. The escrow payment and the associated PAYLAX code and payment link lose their validity upon deletion.
(6) An escrow payment may be cancelled by either party prior to the receipt of funds without the consent of the other party. After funds have been received in the escrow account, the escrow payment can be canceled by the seller without the buyer’s consent. The funds in the escrow account will be reversed to the buyer in the same manner as deposited after a termination if the buyer’s identification has not been completed. If the reversal to the original payment method is not possible for technical reasons, the refund will be made by bank transfer. In the case of repayments by bank transfer, the user must enter his bank details for the repayment in his PAYLAX account. If the identification of the User has already been completed, the Buyer must initiate the payout manually via his PAYLAX Account.
(7) Incoming and outgoing transfers can be processed in EUR, CHF, GBP, USD, CAD and AUD.
(8) Withdrawals may only be made to accounts in one of the following countries and deposits may only be made from accounts in one of the following countries: https://support.mangopay.com/s/article/which-are-the-authorized-countries-where-you-can-process-payments. The user’s residence or place of business must also be in one of these countries.
(9) In case of disregard of our terms and conditions or in case of false information, a payout cannot be guaranteed.
(10) The provider reserves the right to change or limit the available payment options at any time.
§ 8 Restrictions on use
(1) Until the verification of a user’s identity is completed, no funds can be paid out to the bank account deposited by the user. This does not apply to chargebacks to the payer’s (buyer’s) bank account in the case of cancelled escrow payments or chargebacks resulting from a price adjustment. Verification of data and documents may require a processing time of approximately 2 business days for individuals and up to 4 business days for companies in normal cases, if the requested documents meet the requirements under §2 and have been uploaded completely. In exceptional cases, identification may take longer.
(2) As soon as the verification is completed, the user will be informed by the provider via e-mail.
(3) In case of suspicion of misuse, fraud or money laundering, PAYLAX may restrict individual functions (e.g. withdrawal of funds) from the affected user accounts until the matter is clarified or, in the case of serious suspicion, temporarily or completely block them and, if not already carried out, demand identification of the user. Additional address verification or additional documents for verification may be requested.
§ 9 Description of services
(1) In the course of trust-based payment processing, the Provider shall provide the following services in particular:
Carrying out registration and providing a PAYLAX account
Provision of payment procedures for depositing funds into the escrow account and forwarding payment instructions to the payment service provider Mangopay
Communication of status changes of the payment transaction to the payer, payee and, if applicable, a third-party platform
Provision of historical transaction data
(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 assumes no liability arising from the basic business of the trust partners.
(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 transaction code associated with the escrow payment and a description of the problem to [email protected]. Please make sure to send the email from the address you used to register 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 we subsequently fail to reach an agreement, a legal clarification must take place.
(4) The provider explicitly points out that the execution of payment orders takes place exclusively through our partner Mangopay.
(5) Users have no right to retain certain functions of PAYLAX. The claim to use PAYLAX and its functions and services exists only within the scope 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
(1) The User Agreement shall run for an indefinite period and may be terminated by either party at any time without notice by e-mail, in writing or via your PAYLAX Account by clicking on the “Delete Account” button within your profile.
(2) Even after termination of this User Agreement, its provisions shall continue to apply to the extent that they govern the legal relationship between the Provider and the User in connection with an escrow payment that has not yet been fully processed at the time of termination.
(3) The Provider may terminate the contractual relationship with the User only in the event of the simultaneous termination of the contractual relationship with Mangopay for the use of PAYLAX.
(4) The right to terminate for cause remains unaffected by the above rules.
§ 12 Fees
(1) Registration with PAYLAX is free of charge. Fees are only incurred in connection with the use of a trust payment.
(2) Subject to an individual contractual agreement, the fees are set out in the list of fees, which can be accessed at https://paylax.com/fees.
(3) PAYLAX reserves the right not to allow the division of fees when creating a trust payment above a certain transaction volume. All PAYLAX fees must then be borne by the payer (buyer).
(4) PAYLAX reserves the right not to allow the creation of new escrow payments if there are outstanding or unpaid PAYLAX fees. Disbursements to bank accounts may be withheld until outstanding PAYLAX fees are paid.
(5) Unless otherwise agreed with a third-party provider (online marketplace or online store), the fee shall be borne by the escrow partners and shall be due directly upon deposit or withdrawal of the funds to the escrow account.
(6) If the price is subsequently reduced via the price adjustment, the fee shall remain unchanged.
(7) If an escrow payment is cancelled after the funds have been received, the fees will be due in full.
(8) 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 fees will also be due and sent to the users by invoice.
(9) The user agrees that the invoice may be sent electronically. This is valid without signature.
§ 13 Liability of PAYLAX
(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.
(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.
(3) In cases other than those mentioned in paragraph 1, liability on the part of the Provider is excluded, regardless of the legal grounds.
(4) The liability regulations in the preceding paragraphs also apply to personal liability of the organs, employees and vicarious agents of the Provider.
(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
(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 pay & relax GmbH, Lautenschlagerstr. 16, 70173 Stuttgart, 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.
(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.
(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
(1) Mangopay is subject to the entirety of Luxembourg and French regulations related to the fight against money laundering and terrorist financing.
(2) Upon request of the provider, the user is obliged to provide the necessary information and documents to fulfill the anti-money laundering obligations of Mangopay and to report any changes arising in the course of the contractual relationship immediately via the provider as messenger.
(3) In application of the provisions of French and Luxembourg legislation regarding the involvement of financial institutions in the fight against money laundering and the financing of terrorist acts, Mangopay must obtain from the User, for each transaction or business relationship, information on the origin, subject matter and destination of the transaction or account opening. Furthermore, he/she 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 Mangopay to carry out a thorough verification of the transaction, to inform him of any unusual transaction that deviates from the transactions usually registered under this Agreement, and to provide him with the requested documents or information of any kind.
(4) The User acknowledges Mangopay’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 of its subject or nature. The User is hereby notified that the right to information of the National Central Financial Reporting Office may be applied to a transaction carried out under this Agreement.
(5) The User may, in accordance with the Regulations, access any information so communicated, subject to the proviso that such right of access shall not jeopardize the objective of combating money laundering and terrorist financing, provided that it concerns data relating to the Applicant.
(6) No civil action or professional disciplinary sanctions may be brought against Mangopay, its directors or its employees who have filed a report of suspicion in good faith with 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.