(Valid from 25.06.2024)

1. Description of Services

1.1. Scope of This Agreement and Position of Payrexx

This Payrexx Service Agreement ("Agreement") is a legally valid contract between Payrexx AG ("Payrexx", "us", or "we") and the legal or natural person ("you", "your", or the "User") who has registered on the Payrexx account page for the purpose of using certain payment processing, data processing, technology, and analytics services provided by Payrexx and its affiliates (each individually referred to as a "Service"). This Agreement describes the terms and 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 Agreement. If you do not understand the terms of this Agreement, please contact us before using the Services.

You may only access or use the Services if you agree to comply with all terms and conditions in this Agreement.

2. Your Payrexx Account

2.1. Registration and Authorized Activities

Only businesses (including sole proprietorships), non-profit charitable organizations, and other legal or natural persons have the right to apply for a Payrexx account to use the Services described in this Agreement. Payrexx and its affiliates may 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. In order to comply with anti-terrorism and financial services regulations, anti-money laundering laws, 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) submitting the application (your "Representative") must provide us with your business or trade name, address, email address, phone number, tax identification number, URL, the nature of your business or activities, and certain other information about you that is required by us. We may also collect personal data (including name, date of birth, official identification number, official identification document, residential address, document confirming residential address, and certain other information required by us) about your beneficial owners, your 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 may terminate it at any time and for any reason.

If you use payment services, your name (or the name used to identify you) and your URL may appear on your customers' bank statements or other documents. To minimize confusion and prevent potential disputes, these descriptors must be recognizable to your customers and accurately describe your business or activities. You may only use the payment services to facilitate transactions with your customers as defined below. You must not use payment services to conduct personal transactions or peer-to-peer money transfers, or use them for other unauthorized purposes under this Agreement. You warrant and guarantee that all information you provide to Payrexx is accurate, complete, and truthful, and that you will promptly update the registration information upon any change so that it remains complete, accurate, and up-to-date at all times.

2.2 Business Representative

Your Representative and you individually confirm to Payrexx that your Representative is authorized to provide the information described in this Section 2.1 on your behalf and to bind you to this Agreement. We may require your Representative or you to provide additional information or documentation to prove your Representative's authorization. Without the express written consent of Payrexx, neither you nor your Representative may register a Payrexx account on behalf of a user whose account was previously terminated by Payrexx, nor 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 Agreement.

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

2.3 Verification and Approval

Following registration, we verify your identity and assess the risk that your business activities pose to Payrexx. Based on this, we decide whether we will provide the payment services to you. For this purpose, Payrexx may share your data, including the personal data of your legal representative(s) or ultimate beneficial owner(s), with any financial institution. For this verification, we may ask you to provide further information, including financial statements, invoices, permits, or other identifications or consents issued by public authorities. By agreeing to this Agreement, you grant us and the financial institution (if deemed necessary) consent to obtain information about you and to make this information available to third parties, including (but not limited to) credit reporting agencies and other companies and entities that provide information. Furthermore, you hereby authorize such third parties to provide us with such information about you. You are aware that such information may also include your name, address, credit history, and other data. Payrexx may update this data regularly to decide whether you continue to satisfy our conditions and this Agreement.

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

1. Information about transactions that enables Payrexx and/or financial institutions to comply with obligations arising from statutory rules, applicable law, or regulatory requirements; 2. Information for use in connection with the administration and maintenance of the payment services; 3. Information with which data about you can be registered or updated and which contributes to the improvement of the payment services, and 4. Information that Payrexx requires for risk management.

In exceptional cases, we may ask you for your consent for an audit at your business premises in order to gain insight into the financial administration, as far as it relates or may relate to the scope and the manner in which you fulfill this Agreement. 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 expressly agreed by the parties, Payrexx may use your information to apply on your behalf to open an account with financial institutions or intermediaries, if such an account is necessary to process transactions via 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, principles, or other associated information. We may suspend your Payrexx account or terminate this Agreement if you fail to keep this information up to date.

You further agree to notify us in writing immediately and no later than three days after the occurrence of any of the following events: You are subject to a voluntary or involuntary bankruptcy petition or proceeding, or any receivership, liquidation, or similar proceeding (each hereinafter referred to as an "Insolvency Proceeding"), an adverse change in your financial position has occurred, a planned liquidation is underway or a 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 control or ownership occurs in your company or your parent company, or a judgment, order, or warrant is issued against you for the attachment, execution, withholding, 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 ensuring that your customers make their purchases using the Services, or, if you accept donations, for your communication with your customers about the intended use of those donations. You acknowledge 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 any other ancillary services you provide to your customers.

Payrexx provides you with the Services, but we have no way of knowing whether a particular purchase, sale, donation, order, or other transaction (each individually referred to as a "Transaction") is correct or complete, or typical for your business. You are responsible for determining whether a transaction initiated by your customer is erroneous (such as when a customer buys one item but actually meant to order another) or suspicious (such as unusual or large purchases, or a request for delivery abroad when this does not typically occur). If you are not sure whether a transaction is erroneous or suspicious, you agree to investigate the transaction and, if necessary, contact your customer before you process or complete the transaction. You are solely responsible for any losses you incur due to erroneous or fraudulent transactions in connection with the use of the Services.

4. Support

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

5. Your Obligations

5.1 Compliance with Applicable Legislation

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

5.2 Prohibited Activities

You may not use the Services to enable yourself or any other person to benefit from activities that Payrexx classifies as restricted or prohibited activities (collectively referred to as "restricted and prohibited activities"). Restricted or prohibited activities include using the Services in or for the benefit of a country, business, or natural or legal person that has been embargoed or blocked by a government, including those on the sanctions lists of SECO (Swiss State Secretariat for Economic Affairs) or the European Commission.

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

5.3 Further Restricted or Prohibited Activities

You may not use the Services to conduct illegal transactions, nor permit others to use the Services for personal, family, or household purposes. In addition, you must not perform, and you must not permit others to perform, the following activities: (i) accessing or attempting to access non-public Payrexx systems, programs, data, or services, (ii) copying, reproducing, republishing, uploading, posting, transmitting, reselling, or distributing data, content, or any part of the Services, Documentation, or our website in any manner whatsoever, except as expressly permitted under applicable laws, (iii) acting as a service bureau or pass-through for the Services without adding value for the customers, (iv) transferring rights granted to you under this Agreement, (v) circumventing any of the technical limitations of the Services or enabling any feature that is disabled or restricted, (vi) reverse engineering or attempting to reverse engineer the Services, except as expressly permitted under applicable laws, (vii) performing or attempting to perform any actions that interfere with the proper working of the Services or affect the use of the Services by our other users, or (ix) imposing an unreasonable or disproportionately large load on the Service.

5.4 Provision of Information

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

• Your contact details (or customer service contact details), which must include at least your address, your Chamber of Commerce number (if applicable), your telephone number, and your email address

• Price information for your products and/or services

• Delivery information, especially timeframes and costs

• Legal notice and General Terms and Conditions

• Payment terms and,

• where relevant, information on subscriptions, the duration of a subscription, and the manner in which a subscription can be terminated.

h4 id="57">5.5 Suspected Unauthorized or Unlawful Use

We may decline, condition, or suspend any transactions that we believe (i) may violate this Agreement or other agreements you may have entered into with Payrexx, (ii) are unauthorized, fraudulent, or unlawful, or (iii) 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 unlawful purposes, we may share information about such activities, in accordance with our legal obligations, with the appropriate financial institution, regulatory authority, or law enforcement agency. This information may include details about you, your Payrexx account, your customers, and the transactions conducted through your use of the Services.

5.6 Handling Customer Complaints

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

Payrexx is not responsible or liable to you or your customers for handling these complaints on your behalf, and Payrexx explicitly remains outside of the contractual relationship between you and your customer. However, in exceptional cases, with respect to a specific complaint, such as when you fail to respond during Payrexx's investigation or when Payrexx has a strong suspicion of fraud, Payrexx may decide, at its sole discretion and in accordance with its internal policies, to process chargebacks on your behalf to the customer for a specific transaction disputed by that customer. You acknowledge and agree that in such a case, by way of derogation from Article 8.3, Payrexx assumes no liability towards you, except if and to the extent required by applicable laws and regulations.

6. Disclosures and Notifications

6.1 Consent to Disclosures and Notifications

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

6.2 Delivery Methods

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

6.3 SMS and Text Messages

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

6.4 Withdrawing Your Consent

Due to the nature of the Services, you cannot use them before agreeing to the electronic delivery of notifications. However, you can choose to withdraw your consent to receive notifications electronically by terminating your Payrexx account.

7. Termination

7.1 Commencement and Termination of Agreement

This Agreement comes into force on the day you first access or use the Services and remains in effect until terminated by you or Payrexx. You have the right to revoke the contract within 14 days of entering into it without giving reasons. The minimum contract term corresponds to the chosen contract duration. After this minimum contract term expires, the contract is extended in each case by the same term. Notice of termination must be given in writing 30 days before the subscription expires, unless automatic renewal is deactivated within this period.

7.2 Termination by Payrexx

We may terminate this Agreement or close your Payrexx account at any time for any reason by providing prior notice to you (the notice period is governed by applicable law), particularly due to activities that damage the goodwill of a payment method or may cause losses. We may suspend your Payrexx account and your ability to access funds in your Payrexx account or terminate this Agreement if (i) we determine in our sole discretion that you are not eligible to use the Services due to a significant fraud or credit risk or other risks associated with your Payrexx account, (ii) you use the Services in an unauthorized manner or otherwise fail to comply with the provisions of this contract, (iii) required to do so by law, a payment method provider, or an acquirer, or (iv) we are otherwise authorized to do so under this Agreement. A payment method provider or an acquirer may terminate your authorization 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 Agreement.

7.3 Consequences of Termination

Termination does not immediately release you from the obligations imposed on you under this Agreement. Upon termination, you agree to (i) complete all pending transactions, (ii) cease accepting new transactions, and (iii) immediately remove all Payrexx and payment network logos from your website (unless their use is permitted under a separate license with the payment network). Your continued or renewed use of the Services after all pending transactions have been processed constitutes a renewal of your consent to the terms of this Agreement. If you terminate this Agreement, we will pay out any remaining balances 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 Agreement will end, (ii) we are not liable to you for compensation, reimbursement, or damages in connection with your use of the Services or any termination or suspension of the Services, and (iii) you remain liable to us for all fees, fines, or other financial obligations incurred by you or through your use of the Services prior to termination.

8. The Services of Payrexx

8.1 Overview of Payment Services

Payrexx works with various affiliates, payment method providers, and acquirers to enable you to access payment methods and payment services. If the payment service enables you to perform charges as defined below, we may restrict or decline the processing of charges for restricted or prohibited activities or charges submitted in violation of this Agreement. Your use of a payment method may be subject to separate terms and conditions applicable to that payment method. For example, Visa and Mastercard require you to enter into an agreement with the acquirer 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 Agreement relate to your use of payment services:

• "Charge“ means a credit or debit order to deduct funds from an account held by a customer with a bank or other financial institution, in connection with a transaction.

• "Claim“ means an instruction by a customer to repay funds for a charge made (including a chargeback or a claim on a payment method).

• "Fine“ means fines, levies, or other costs imposed by us, a payment method provider, or an acquirer due to your breach of laws or this Agreement, or which are permitted under 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, in accordance with a mandate from your customer that authorizes you to initiate the charge or a series of charges, without requiring specific action by the customer to initiate the charge.

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

• "Payment Method Rules“ means the policies, bylaws, rules, and regulations (including payment card network operating rules ("Network Rules") for the Visa, Mastercard, and American Express networks, and the operating rules for Bacs, CHAPs, and SEPA) imposed by the payment method providers and acquirers offering payment methods supported by Payrexx.

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

• "Acquirer“ means a financial institution authorized by a payment method provider to enable the use of a payment method by accepting charges from customers on behalf of the payment method provider and forwarding these charges to it.

• "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, perform other financial transactions, manage subscriptions, and generate transaction reports.

• "Refund“ means an instruction initiated by you to repay funds to a customer for a charge made.

• "Repayment“ means an instruction initiated by you, a customer, a payment method provider, or an acquirer to repay funds that do not relate to a charge made.

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

8.2 Registration for the Use of Payment Services

When you register for a Payrexx account, you may be asked for financial information or information that we use to identify you, your representatives, principals, beneficial owners, and other persons associated with your Payrexx account. During the term of this Agreement, we may share data about your Payrexx account with payment method providers and acquirers to create a merchant account on your behalf (you authorize us to do so), to verify your eligibility to use the payment services, to perform necessary settlement or credit entries with payment method providers and acquirers, 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 acquirers to facilitate compliance by Payrexx, the payment method providers, and the acquirers with applicable laws and payment method rules. We will verify your Payrexx account details and may perform additional periodic reviews of the same to determine whether you are eligible to use the payment services. The use of data by Payrexx that you submit to us under this Agreement is described in more detail in Section 11.

Payrexx is not a bank, and we do not accept deposits, grant loans, or extend credit. Payrexx has the right at any time and at its sole discretion to perform chargebacks or to build up reserves if an increased risk is identified in connection with a business model. If you wish to receive a payment for a pre-order, please contact us before initiating this.

If your application has been accepted with one of the acquirers 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 Terms

Your use of the payment services is subject to additional terms and conditions that apply between you and one or more parties of Payrexx, affiliates of Payrexx, and a payment method provider. When these additional terms relate to a specific payment method, they are referred to below as "Payment Terms," and when they relate to specific payment services, they are referred to as "Financial Services Terms." By using the payment services, you agree to the relevant Payment Terms and Financial Services Terms set out on our legal page (including those that separately bind you to our affiliates, payment method providers, or acquirers). In addition, a payment method provider may enforce the terms of this Agreement directly against you.

We may add or remove payment method providers and acquirers at any time. The Payment Terms and Financial Services Terms may also be amended 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 available to you at all times. However, Payrexx cannot guarantee the continuous and complete availability of the payment services. In this context, Payrexx has the right to disable the payment services to carry out maintenance work. 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 or functions specifically for the business.

Payrexx reserves the right to immediately terminate the services available to you, block your access to the payment service, and dissolve this contract if Payrexx suspects that you are in breach of this contract. Furthermore, in this context, Payrexx reserves the right to demand compensation for any damages incurred as a result.

If you use the payment service as described below, this use will under all circumstances (but not exclusively in these cases) be deemed to be conduct in violation of this Agreement:

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

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

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

• Failure to establish an operating model capable of adequately handling customer complaints and disputes, and

• Committing fraud, terrorism financing, money laundering, illegal activities, or aiding and abetting and/or facilitating fraudulent and unlawful activities.

8.5 Payment Methods

The payment service enables your customers to use various payment methods. Each payment method is associated with specific features, risks, and conditions, such as cost structure, payment term, payout method, and the ability offered to customers to dispute payments and demand their chargeback or reversal. We publish these terms clearly on our public website or refer to them. If you activate a payment method via the Dashboard, we assume that you understand and accept the features and conditions of that payment method. Payrexx may add new payment methods in the future, which must generally be activated before they can be used in the payment service. Payrexx reserves the right to remove payment methods from the payment service and may refuse the company the use of a specific payment method.

9. Payments and Funds

9.1 Security Interests

• Pledge: In the event of default on payment by [Name of contracting partner] (hereinafter "Debtor") and provided the Debtor does not properly satisfy its obligations under this contract, the Debtor hereby grants the payment provider (hereinafter "Creditor") a right of pledge over certain assets to secure the outstanding claims of the Creditor.

• Automatic Granting of First Priority: The Debtor agrees that in the event of default on payment or insolvency, a 1st priority lien automatically arises for the claims of the Creditor, without any further legal steps being required.

• Secured Claims: The pledge extends, provided 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 in connection with the services of the payment provider (Payrexx subscription fee, transaction fees, disputes, and fines).

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

9.2 Fees

Payrexx provides the payment services at the rates and fees described on the price list. The fees that Payrexx charges you can be found in your merchant contract and the conditions within your Dashboard. The applicable subscription fee can be found in your subscription plan, the agreement concluded, and the invoice. The respective invoice amount is to be paid in full to Payrexx within 15 days of receipt of the invoice, unless otherwise agreed. If the due amount is not settled, additional reminder fees of CHF 20.00 become outstanding in the course of the third payment reminder. Other costs in the event of default on payment: processing fee (at the earliest from day 70 after the invoice date, upon transfer to debt collection service provider) depending on the amount of the claim, maximum amount in CHF: 50 (up to 20); 70 (up to 50); 100 (up to 100); 120 (up to 150); 149 (up to 250); 195 (up to 500); 308 (up to 1’500); 448 (up to 3’000); 1’100 (up to 10’000); 1’510 (up to 20’000); 2’658 (up to 50’000); 6% of the claim (from 50’000).

9.3 Fee Changes

Discounts or promotions relate, unless otherwise stated, to the first contract period of a contract term. The renewal of the contract subsequently takes place at the current, valid, full price. Payrexx is authorized to unilaterally adjust the offer, the contractually agreed conditions (visible in the contract and in the merchant administration), and payout fees (visible in the merchant administration). For existing, paid contracts, changes will be communicated with a reasonable notice period of at least 10 days. After the expiry of the mentioned 10 days, the changes take effect. If the customer does not object within 30 days of receipt of the notification and continues to use the services even after the expiry of the objection period, the changes are deemed to have been effectively agreed upon from the expiry of the period. In the amendment notification, the customer is informed of their right of objection and the consequences of an objection.

9.4 Fees and Taxes

Our fees are exclusive of any applicable taxes, unless expressly stated otherwise. You bear sole responsibility and liability for: (i) determining any taxes that may apply to 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) assessing, collecting, reporting, and remitting taxes for your business to the appropriate financial and tax authorities. If we are required to withhold taxes or if we have no way of verifying tax-related identification data that you provide to us, we may deduct such taxes from amounts otherwise owed and remit them to the competent tax authority. If you are exempt from paying such taxes, you must provide us with an original certificate that satisfies applicable legal regulations and confirms your tax-exempt status. Upon our reasonable request, you must provide us with information about your tax affairs.

With respect to transactions processed using the Services, we may send documents to you and the tax authorities. In particular, we may be legally required to file a regular information tax return with the tax authorities regarding your use of the Services. When you use our payment services, you acknowledge that we report the total amount of payments you receive each calendar year in accordance with the requirements of the competent tax and financial authorities. We are also entitled, but not obligated, to send you tax information electronically.

9.5 Contractual Penalties

In addition to the payment of fees, you are also responsible for the settlement of contractual penalties or fines imposed on you or Payrexx in connection with your Payrexx account by Payrexx or a payment method provider or an acquirer (each defined in Section 8 below) due to your unauthorized use of payment services in violation of this Agreement or the rules and policies of a payment method provider.

9.6 Transactions

Payrexx processes exclusively transactions authorized by the respective intermediary/intermediaries and/or the financial institution involved in the specific payment method and/or the customer. You are responsible for ensuring the accuracy of the transaction data offered with the payment service in connection with the purchase of 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 explicitly not involved in this/these contractual relationship(s), which means that no obligations exist or arise for Payrexx as a result of this/these contractual relationship(s).

9.7 Chargebacks

Payrexx makes no warranties or guarantees and assumes no liability for transactions that have been authorized and completed, but are reversed at a later date in any form by the customer or the financial institution. Such chargebacks may include, but are not limited to, the result of the following:

1. a dispute with the customer;

2. transactions that are unauthorized or where we have reason to believe that the transaction is unauthorized or incorrectly authorized;

3. transactions that do not comply with the rules of the relevant network processing the transaction, the card-issuing institution involved, or this Agreement, or are classified as unlawful 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 breach of applicable rules of the payment method or of this Agreement, or

6. if we have reason to believe that 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 directly liable to Payrexx for the entire amount of the chargeback plus any fees, costs, and fines, including fines that Payrexx may be charged by the intermediary/intermediaries and the financial institution. You agree that Payrexx can offset all amounts you owe Payrexx (such as, but not limited to, chargebacks or fees) against a balance in your account or debit the amount from the bank account known to Payrexx, and hereby authorize Payrexx to do so. If Payrexx is unable to collect this claim itself, you will pay Payrexx the full amount on first demand.

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

1. a chargeback is determined based on 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 applicable law or the terms of the payment method during which a customer can dispute the transaction has expired, or

4. Payrexx has determined that a chargeback will no longer occur.

You have the opportunity to dispute the chargebacks imposed on you. We may assist you with this using notifications and software. However, we assume no liability for our role or assistance in disputing the chargeback. You confirm that you will provide us in a timely manner and at your own expense with the necessary information required to investigate the chargeback and resolve the issue within three (3) business days (unless otherwise specified). You authorize us to share relevant information with the cardholder, the card-issuing institution, the intermediary, and the financial institution, as well as our subsidiaries, in order to resolve a dispute. You are aware that if you fail to provide us with complete and accurate information in a timely manner, this may result in a final chargeback that can no longer be declared void. If the card-issuing institution, the payment method provider, or the respective intermediary/intermediaries do not decide a dispute in your favor, we can demand the amount of the chargeback and the associated costs from you, as described in this Agreement. We reserve the right to charge costs incurred by us for analysis or mediation in connection with chargebacks.

Payrexx, the financial institutions, or the intermediary/intermediaries may decide that you are responsible for an extremely high number of chargebacks. An extremely high number of chargebacks can entail additional costs and fines. This may also lead to limitations on the way you can use our services, including but not limited to:

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

2. Changes in the terms and the amount of a deposit to be held by Payrexx;

3. Application of certain measures with respect to the payment services provided by Payrexx;

4. Increase in charged costs;

5. Delay of payouts, or

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

If the number of chargebacks is extremely high, the financial institutions and/or intermediaries involved can also establish additional checks and restrictions when processing your transactions.

In the event that you are a platform provider and use split payments, you are fully responsible and liable for chargebacks and claims of the sub-merchant, unless the chargeback or refund can be collected by Payrexx from the balance of the sub-merchant.

9.8 Rolling Reserve

For the duration of this contract, Payrexx has the right to retain a percentage of each transaction we process for you over a specified period. This is referred to as a Rolling Reserve and serves, among other things, to cover chargebacks and claims.

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 businesses are more likely to face a high volume of chargebacks and/or claims than others. Reasons for applying a Rolling Reserve include, for example (this is not an exhaustive list):

• You operate in a high-risk industry;

• Your transaction history shows high chargeback rates;

• You run a new business with no established track record;

• Your business model involves 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 notifies you otherwise. If Payrexx applies a Rolling Reserve, you still receive the full amount of the transaction, but settlements are (partially) delayed. Upon termination of the contract, it is pointed out that the retained Rolling Reserve will continue to be held during the specified period even after the end of the contract. Payment will only be made after this period has expired.

9.9 Payment Processing

9.9.1 Payouts

The payment of a balance to you is processed 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 demand recovery of the incorrect payment until the situation is resolved.

Payrexx is authorized to change the number of payouts or to (temporarily) suspend payment services and payouts, or to cancel transactions, for instance, if there are complaints, seizures or attachments have been made, or Payrexx must initiate an investigation because potential fraud is involved (see also Article 6.1). Your obligations in connection with the use of the payment service continue to apply in full during this period.

If, exceptionally, Payrexx cannot process the clearing of the balance on your account, Payrexx reserves under all circumstances the right to transfer these funds to its own accounts within one (1) year after notifying you, as far as legally permitted. In such a case, you have the opportunity to submit a request to retrieve these funds within five (5) years after the closing of your Payrexx account by contacting support. Payrexx will review your request within a reasonable timeframe and on condition that you provide Payrexx with the necessary information. Depending on the reason why Payrexx cannot process the clearing of the balance on your account, it is possible that we may not be able to pay out the balance to you.

9.9.2 Erroneous Transactions

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

• Updating Bank Details: The merchant is obliged to keep bank details up to date. In the event of a change in bank details, the merchant must immediately adjust the modified information in their own account. Payrexx is not liable for payouts to an outdated account due to the failure of the merchant to update bank details.

• Technical Errors and Payout to Wrong Account: Payrexx is not liable for payouts to a wrong or outdated account due to technical errors, unless the error is due to negligence on the part of Payrexx. The merchant is obliged to report discrepancies or errors in payouts to the payment provider immediately upon discovery.

• Overpayment and Obligation to Repay: In the event of an overpayment due to a technical error or other circumstances where an amount is mistakenly credited to the merchant, the merchant is obliged to refund the overpaid amount to Payrexx immediately. Payrexx reserves the right to claim the overpaid amount from the merchant and to invoice any applicable fees or costs.

9.9.3 Inactive Accounts

If you leave funds dormant in a Payrexx account, Payrexx reserves under all circumstances the right to transfer these funds to its own accounts within one (1) year after notifying you, as far as legally permitted. In such a case, you have the opportunity to submit a request to retrieve these funds within five (5) years after the closing of your Payrexx account by contacting support. To the extent required by law, we will attempt to send you a notification if we are holding funds payable to you on an account beyond the applicable dormancy period for abandoned property.

10. Security

10.1 Security of Payrexx

Payrexx is responsible for maintaining the security of data in our possession. We will maintain commercially 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 when handling user data and personal data. However, no security system is impenetrable, and we cannot guarantee that unauthorized persons will never be able to overcome our security measures or misuse data in our possession. You provide user data and personal data to Payrexx with the knowledge that the security measures we take may not be sufficient or appropriate for your business, and you agree to establish the security controls defined below, as well as any additional controls that can meet your specific requirements. In our sole discretion, we may take any action, including suspending your Payrexx account, to protect the integrity and security of the Services or data, or to prevent harm to you, us, customers, or third parties. You waive any right to assert a claim against us for losses you incur resulting from such actions.

10.2 Fraud

Payrexx has the right to terminate this contract with immediate effect and/or to temporarily suspend payment services or payouts if there is (any suspicion of) fraud or illegal activities or indications thereof and/or situations exist where a closer investigation is necessary. In addition, as specified in Article 5.6, Payrexx may decide in exceptional cases to issue chargebacks to your customers on your behalf. You will be notified by email or telephone, unless such notification is not legally permitted or is not deemed desirable as part of the investigation; Payrexx is not liable for any damages arising as a result.

10.3 Security and Fraud Protection Measures

You are responsible for assessing the security requirements of your business, as well as selecting and implementing security procedures and controls ("Security Controls") appropriate to reduce your risk of security incidents. We may provide Security Controls as part of the Services or suggest that you implement specific Security Controls. However, your responsibility for the security of your business is not diminished by Security Controls provided or suggested by us, and if you believe that the Security Controls we provide are insufficient, you must separately implement additional controls that meet your requirements. You can view some details of our Security Controls on our website.

10.4 Nondisclosure

Unless they have obtained prior written consent from the contracting partner, the parties will treat all data and information concerning the contracting partner (including its subsidiaries) that is secret or confidential in nature as strictly confidential, protect this data and information appropriately, and under no circumstances disclose it to third parties. The parties will use the information referred to here exclusively within the scope of this contract.

Unless written consent is available or otherwise specified in this contract, secret or confidential information or data is in any case, but not limited to, understood to mean: all information explicitly designated by the contracting partner as secret or confidential, all information and data that becomes known to the parties on the basis of 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 reasonably know is secret or confidential in nature and must not be disclosed to third parties, for instance because disclosure of this data or information could potentially cause damage or another disadvantage to the contracting partner.

The parties must not use or disclose the confidential information and/or data provided within the scope of a contract or which has become known to them, even if a contract is terminated prematurely or at the normal time in whole or in part, or if a contract ends.

The parties are authorized to communicate or yield confidential information of the contracting partners to the competent authorities and government bodies if they are obliged to do so based on applicable legal regulations, or if it is information that Payrexx is obliged to pass on to an intermediary on the basis of corresponding agreements made with that 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 may use this data to a) better understand how its customers use the payment services; b) provide its customers with more information about the use and benefits of the payment services; c) improve business productivity, including by gaining useful business insights from aggregated data that enable companies to compare their business performance with this aggregated data; and d) otherwise improve the payment services.

Payrexx is authorized to forward information (including confidential information) to an intermediary and/or a financial institution if there is (a suspicion of) fraudulent use of the payment service and/or a request from an intermediary and/or a financial institution.

11. Data Protection

11.1 Responsibility

Personal data is processed as part of the execution of the contract. 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 through identification, investigation, prevention, and active combating of (intended) criminal/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, retain, disclose, and protect the personal data that Payrexx processes from you and your customers.

To the extent we are data processors, we will process personal data in accordance with the terms of this Agreement and lawful instructions issued to us from time to time by you, and we will take appropriate technical and organizational measures to protect such personal data. We are not liable for claims asserted by a data subject arising from an act or omission by us, to the extent that act or omission resulted from your instructions.

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

If applicable to you, you must comply at all times 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, despite this, an "Account Data Compromise" (ADC) occurs due to your actions, you are liable for this. If Payrexx and/or an intermediary conducts an investigation based on an ADC and costs are associated with this investigation, you hereby accept these costs, fines, and penalties in advance, but only if Payrexx has previously informed you of the scope or an estimate of these costs. Information about PCI-DSS can be found on the PCI Council website.

If Payrexx deems verification necessary to check whether you comply with the aforementioned PCI standards, you must immediately submit documents that clearly and unambiguously prove this. You confirm that you only employ suppliers who satisfy the PCI standards regarding the storage and transmission of payment data, relating in particular, but not exclusively, to the card number (the so-called Primary Account Number or PAN), the card expiration dates, and the CVV2 code. We recommend that you do not store such data in any way. You are aware of the fact that you are fundamentally prohibited from storing the CVV2 code in any form.

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

11.2 Protection of Personal Data

The protection of personal data is highly important to us. Our Privacy Policy explains the manner in which and the purposes for which we collect, use, retain, disclose, and protect the personal data you provide to us. You agree to the terms of our Privacy Policy, which we may update from time to time. You confirm that you currently comply with, and will continue to comply with, all applicable laws regarding privacy, data protection, and the use of data that you provide to us or access through your use of the Services. You further confirm that you have obtained all necessary rights and consents under applicable laws to disclose to Payrexx all personal data you provide to us or authorize us to collect, or to permit Payrexx to collect, use, retain, and disclose such data, including data we may collect directly from customers through cookies or similar means. To the extent required by law and in connection with this Agreement, you are solely responsible for disclosing to customers the information that Payrexx processes transactions (including payment transactions) for you and may receive personal data from you. In addition, we may, where required by law or under the payment method rules, delete or remove a customer's personal data from your Payrexx account if requested by the customer. Payrexx will provide some or all Services through systems located within Switzerland, the EU, or other countries outside the EU. Therefore, you are obliged to disclose to your customers that payment data may be transferred to countries outside of Switzerland, processed, and stored there and, according to the details in our Privacy Policy, may be subject to disclosure if required under applicable laws, and you are obliged to obtain from your customers all consents required under applicable laws in connection with the foregoing. Should we become aware of an unauthorized acquisition, disclosure, or loss of customers' personal data on our systems, we will notify you in accordance with our obligations under applicable law. We will further notify you and provide you with 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 as confidential. Payrexx makes personal data available to third parties exclusively i) within the framework of the payment services and ii) as far as required by law. In other situations, the parties will refrain from providing personal data to third parties without the prior written consent of the other party, with the exception of Payrexx when this is necessary for the provision of the services.

Furthermore, Payrexx may share your contact details with your customers in the event we receive complaints or questions from your customers about you.

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

12. Final Provisions

12.1 Right to Amend

We have the right to amend or supplement the terms of this Agreement at any time exclusively with future effect and to change, remove, suspend, or establish the services or terms for their use by publishing these changes on our website or another website we host or operate. We may provide you with a notification regarding changes via the Dashboard, by email, or through another reasonable means. If you are already a user of Payrexx, the changes take effect 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 Agreement. You can access a copy of the currently applicable terms of this Agreement on our website at any time. You can determine when this Agreement was last amended by checking the "Last modified on" date mentioned at the beginning.

12.2 Assignment

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

12.3 Right to Audit

If, in our assessment, a security breach, vulnerability, loss, or compromise of data has occurred on your systems, your website, or an app that affects your compliance with this Agreement, we may require you to permit an external auditor appointed by us to conduct a security audit of your systems and facilities, and you must cooperate fully with all requests for information or assistance made by the auditor as part of the security audit. The auditor will provide us with a report, which we may share with our payment method providers and acquirers.

12.3 General Liability

Under no circumstances is a Payrexx company responsible or liable to you for any indirect, punitive, incidental, special, or consequential damages, or exemplary damages arising from your use of or inability to use the Services, or for the unavailability of the Services, for lost profits, personal injury, property damage, or other damages arising out of, in connection with, or in relation to this Agreement or your use of the Services, even if such damages are foreseeable, and regardless of whether you or the Payrexx companies have been advised of the possibility of such damages. The Payrexx companies are not liable and exclude responsibility for any damages, impairments, or losses to you arising from hacking attacks, manipulation, or other unauthorized access to services, your Payrexx account, or data, or their unauthorized use, or due to your failure to apply or establish anti-fraud measures, security controls, or other data security measures. The Payrexx companies further disclaim liability for damages incurred by you or third parties caused by: (a) access to or use of the Services by you not in accordance with the Documentation, (b) unauthorized access to servers, infrastructure, or data used in connection with the Services, (c) interruptions or malfunctions of the Services, (d) bugs, viruses, or other malicious code that may be transmitted in or through the Services, (e) errors, inaccuracies, omissions, or losses in or to the data provided to us, (f) external content provided by you, or (g) defamatory, offensive, or illegal conduct of third parties.

You agree to limit any further liability not excluded or disclaimed by the Payrexx companies under this Agreement to your direct and provable damages, and you further agree that under no circumstances will such liability exceed in total the amount of fees paid by you to Payrexx during the three-month period immediately preceding the event that gave rise 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 contract, tort (including negligence), strict liability, or any other 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 or will be appropriate or available for another location or jurisdiction, or that they comply with the laws of another location, jurisdiction, or laws on export, import, or foreign use.

12.5 Liability in Case of Hacking Attacks

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

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

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

Payrexx is not liable for indirect, incidental, special, or consequential damages, lost profits, or other intangible losses resulting from hacking 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 all other obligations you owe under this Agreement, you are responsible at all times for the acts and omissions of your employees, contractors, and representatives, to the extent these persons act within the scope of their relationship with you. You agree to defend Payrexx, our affiliates, and their respective employees, representatives, and service providers (each a "Payrexx Company") against all claims, disputes, demands, losses, liabilities, damages, lawsuits, or proceedings (each a "Claim") asserted by a third party against a Payrexx Company, and you agree to reimburse the Payrexx Companies in full for all claims resulting from: (i) your breach of any provision of this Agreement, (ii) fees, fines, claims, refunds, chargebacks, repayments, or other liabilities incurred by us resulting from your use of the payment services, (iii) negligent or willful misconduct of your employees, contractors, or representatives, or (iv) contractual or other relationships between you and customers. **Important notice for sole proprietors: If you use the Services as a sole proprietor, please remember that the law and the terms of this Agreement consider you and your business legally as one and the same entity. You are personally responsible and liable for your use of the Services, the payment of fees, refunds, chargebacks, fines, losses due to claims or fraud, and other amounts you owe under this Agreement due to your failure to establish security controls, as well as for all 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, the parties are not liable. Force majeure is understood to mean the following circumstances and events: circumstances or events beyond the control and intentions of the parties, regardless of whether these circumstances or events were known or foreseeable at the time of signing any contract, due to which the parties cannot reasonably be expected to fulfill their contractual obligations. These circumstances or events include in any case, but not exclusively: war, fire, natural disasters, labor disputes, power outages, strikes, epidemics, government regulations and/or comparable regulations, embargoes, poor performance (due to insolvency or other reasons) by suppliers, financial institutions, subcontractors, or other third parties employed by the parties (including subsidiaries) to execute this contract, seizures, hacking attacks, unavailability of the systems of financial institutions 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 the financial institutions, and/or on which Payrexx, the company, intermediaries, and/or financial institutions depend, as well as any improper work performed on them that was not carried out by Payrexx or the 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 based on 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 in relation to the platform or related items remain exclusively with Payrexx.

You have a right of use to a payment service for the duration of this contract, provided this is necessary to execute this contract. However, none of the provisions of this contract result in you being entitled to any right in relation to the platform and/or the payment service or anything similar associated with it.

You never have the right to make any adjustment to the platform and/or the payment service, and are also not authorized to create any copy thereof, decompile the platform and/or the payment service, and/or (attempt to) otherwise edit the platform and/or the payment service.

12.9 Complaints, Disruptions, and Support

If you identify a problem that prevents the payment service from being used in the manner specified in this contract, you must notify Payrexx as soon as possible. Payrexx logs the report in its entry system and subsequently exerts its best efforts to find a remedy for such a disruption within a reasonable timeframe so that the payment service offers the agreed functionality again. Payrexx is available during business hours to provide you with a reasonable level of technical support in using the payment service.

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

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

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

3. Payrexx initiates an investigation into the disruption and endeavors to find a solution within a reasonable timeframe, and

4. Payrexx informs you about the implemented solution.

If you have a complaint about the payment services we provide, please contact complaints@payrexx.com. Further information on 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 via email).

12.10 Compliance with Judicial Orders

Payrexx may respond to and comply with any attachment order, lien, seizure, subpoena, warrant, or other judicial order that we believe to be valid ("court order"). We or a payment method provider (or, if applicable, the acquirer of the payment method) may transfer or hold funds or – subject to the provisions of our Privacy Policy – data required under such a court order, even if you accept funds or data on behalf of other parties. To the extent permitted by law, we will make reasonable efforts to provide you with notice of this court order by sending a copy to the email address we have on file for you. Payrexx is not responsible for any direct or indirect losses you may incur as a result of our response to or compliance with a court order.

12.11 Entire Agreement

This Agreement and all policies and procedures incorporated herein by reference constitute the entire understanding between you and Payrexx regarding the provision and use of the Services. Unless expressly stated otherwise in a document concluded between you and Payrexx, this Agreement takes precedence over all conflicting policies or agreements regarding the provision or use of the Services. This Agreement sets forth your exclusive remedies in connection with the Services. If any provision or part of this Agreement is found to be invalid or unenforceable under the law, it will be revised and interpreted in such a way as to fulfill the purposes of this provision to the greatest extent possible, and all remaining provisions will remain in full force and effect. Unless otherwise agreed, Payrexx remains bound by the offer for 30 days. Offers from Payrexx made on the basis of inaccurate or incomplete information are deemed to represent general willingness to conclude a contract, but not as a binding offer. Price details contained therein have the character of a non-binding guide price.

12.12 Miscellaneous Provisions

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

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

This contract is subject exclusively to Swiss law, and the parties submit all disputes to the competent court in Bern. If any provision of this contract is found to be invalid or unenforceable, that provision will be severed, and the remaining provisions as well as the other articles remain fully in force and are enforceable.

13. Additional Provisions for Platform Customers

13.1 Assumption of Financial Risks in Connection with the Payment Activities of Own Merchants

The platform acquires its own merchants independently and hereby bears full responsibility for their actions within cashless payment transactions. Consequently, the platform is liable for all financial risks resulting from the activities of its merchants. The specific risks and obligations assumed by the platform are set out below.

1. Disputes:

   • In the event of potential complaints about transactions by the payer (end customer), the merchant is entitled to submit evidence of the accuracy 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 itself is responsible for educating its merchants about the dispute process.

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

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

2. Acquisition of Merchants

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

   • Likewise, no unauthorized sale may take place in connection with these business models.

   • Card networks reserve the right to impose high fines in the event of violations, which can lead to the immediate blocking of the merchant account.

   • In the event of an outstanding claim on the part of 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 outstanding claims that arise from its merchants towards Payrexx.

13.2 Disclaimer Merchant Terms and Conditions

For all merchants acquired by the platform who use our payment services, the Merchant Terms and Conditions of Payrexx apply. The platform agrees to inform its merchants about these conditions and to ensure that they are complied with throughout the business relationship.