General Terms and Conditions for merchants
- 01. Contract partners, legal basis, object of agreement, general terms and conditions for merchants
02. Service description
03. Use of service - legal matters
04. Payment process, credit cards, fees
06. Data protection
07. Contract period
08. Applicable law and legal disputes
10. Severability clause
1. Contract partners, legal basis, object of agreement, general terms and conditions for merchants
- A contract partner is a natural or legal person (hereinafter referred to as the 'Contract Partner') and PayCific International AG (hereinafter referred to as 'PayCific') is a company entered in the register of companies of the Canton of Zurich, Switzerland, under VAT No. CHE-115.882.723, with its officially registered offices at Firststrasse 29, CH-8835 Feusisberg, Switzerland. PayCific offers, in accordance with current Swiss legislation and the regulations and requirements of the Swiss Financial Market Supervisory Authority (FINMA), in accordance with Art. 2 Para. 3 AMLA (financial intermediaries within the meaning of the Anti Money Laundering Act), a payment, recourse-factoring and communication system and similar services on the 'World Wide Web' digital data network, via which so-called end customers can be billed for different types of internet services using a variety of payment methods. The legal basis for the above is the FINMA 2011/1 Circular (Financial Intermediation under the Anti-Money Laundering Act - Debt Collection Activities in accordance with Section 1, Paragraph 2 (B) of the Ordinance on the Professional Practice of Financial Intermediation (OPPFI)), issued by the Swiss Financial Market Supervisory Authority, which became effective on 1 January 2011 - Trade financing (factoring) under Art. 3 letter. i GwV.
- The PayCific online payment system is operated and marketed by PayCific International AG, Firststrasse 29, CH-8835 Feusisberg, Switzerland. PayCific International AG provides merchants / sellers and their end customers with a comprehensive payment and recourse-factoring service for the simplification of electronic payment transactions on the internet. The Contract Partner can enable its customers to choose from an existing and continuously increasing number of national and international payment procedures, made available under the responsibility and in the name and on account of PayCific, to pay for goods, digital content and /or services in its online offering via the internet. For this purpose, the Contract Partner irrevocably cedes all receivables due from the customers of its online products to the PayCific International AG (Factor) for collection by means of a global security purposes Treaty (Fiduciary assignment), wherein the Factor at a collection Failure expressly reserves the reassignment to the assignor or explicitly declines the acquisition of the commercial risk (recourse factoring). PayCific will thereafter bill the revenues originally owing to the Contract Partner by the customer in its own name and for its own account, where the Contract Partner is, in accordance to the fee table and the general terms and conditions for merchants, largely paid out in advance, up to a security holdback. Additional debt collection services shall be directly provided by PayCific or by a company contracted by PayCific. Irrespective of its culpability, the Contract Partner shall continue to bear the risk and responsibilities resulting from all payment reversals, chargebacks and fraudulent transactions arising in relation to PayCific's billing of sales generated by the Contract Partner's online services (Recourse-Factoring). PayCific is entitled to return, encumber and bill the Contract Partner for any claims, costs, fees and penalties payable at any time in respect of the aforementioned transactions and facts, as well as to claim back already paid advances (reassignment to the assignor for collection failure) or charge them with any credit from holdbacks or other assets of the Contract Partner.
- The parties operate their websites completely independently of each other and are each individually responsible for them, also with regard to their technical availability, content, offering and design. Neither of the parties is entitled to act in the name of the other party and / or to accept offers or issue statements on behalf of the other party.
- It is considered to have been expressly agreed that the Contract Partner shall have no legal claim to the immediate execution of the orders he has placed or to any services rendered, whatever their nature. There is also no legal right to incorporation into the PayCific online payment system.
- Where advances from the recourse factoring of receivables are due to the Contract Partner, the first payment shall be made after submission of the duly signed original contract between the contracting parties to PayCific at the earliest. Moreover, the Contract Partner shall also submit originals of all (compliance and due diligence) documents required, among other things, for identification of the Contract Partner and identification of its economic rights to the sales and assets. Independently of this, the General Terms and Conditions and current tariff lists for merchants / sellers and end customers shall be deemed to have been accepted as binding once a PayCific merchant account has been successfully registered and / or opened and verified as required.
- An essential requirement for collaboration with PayCific International AG is that the Contract Partner should agree to abide in full with the General Terms and Conditions (hereinafter referred to as 'General Terms & Conditions for Merchants'), which thus become an integral part of the legally binding agreement between the two parties. PayCific expressly reserves the right to amend the General Terms & Conditions for Merchants at any time and / or to modify or supplement them The Contract Partner can view the latest version on the PayCific website. By accepting the General Terms and Conditions for Merchants, the Customer waives the right to be notified about them in writing. Any amendment to the General Terms and Conditions for Merchants will be regarded as having been acknowledged to be legally binding, contractually accepted and agreed by the Contract Partner once it has received notification of the amendment. A digital message left in the Contract Partner's online account area by PayCific shall be deemed as notification of amendment. If the Contract Partner should not agree in full with one or several changes, it is obliged to cancel the contractual relationship with PayCific immediately and in writing, and to discontinue any use of the services offered by PayCific from the date of such a cancellation.
- The General Terms and Conditions for Merchants regulate the contractual relationship for the PayCific online payment system in general and with regard to the use of the services described below. Where use is made of additional offerings of PayCific International AG, the General Terms and Conditions applicable to the relevant division shall also apply. Any deviating terms and conditions of the Contract Partner or any other party, partner or third party do not form part of these General Terms and Conditions for Merchants, and are therefore not binding for PayCific. This also applies when PayCific has taken note of such conditions. PayCific International AG and the Contract Partner are the only parties with the legal right to make a claim arising from these General Terms and Conditions for Merchants.
- The Contract Partner assures PayCific that the data it provides, which serves as a basis for the agreement between the parties, is correct, complete and truthful. Moreover, the Contract Partner undertakes to inform PayCific about any changes without delay and to keep the data in the account area up to date, in as far as this is possible, at its own responsibility, as well as to confirm and prove the current accuracy of this data again at the request of PayCific. This refers in particular to the name or company name of the Contract Partner, its postal address, contact data and bank details.
- Both parties undertake to keep the conditions of the underlying agreement absolutely confidential. This includes, among other things, all information about the relevant party that may have been disclosed in relation to this contractual agreement. Any specific or general conditions, as well as any information of a technical, financial, corporate or other nature, shall also be subject to confidentiality, provided that they regulate the contractual relationship between PayCific and the Contract Partner. The Contract Partner is strictly prohibited from logging and saving any billing-related customer data (e.g. credit card numbers and bank details). In the event that one of the parties or one of its employees or contracted consultants violates the confidentiality obligation, that party will be liable for damages. A contractual penalty of EUR 10,000 is agreed upon for each case of agreement violation.
- Registered trademarks of PayCific International AG may only be used in connection with products of PayCific International AG. Their use is only permitted as part of the forms and advertising media offered by PayCific. Any other use is expressly prohibited, if no separate permission has been granted in writing.
- All periods stated and times calculated will be based on Central European Time (CET).
2. Service description
- For the duration of the agreement, the Contract Partner shall be granted a non-exclusive, time-restricted and non-transferable right of use to the software required and the necessary PayCific interfaces. The Contract Partner shall only use the software and interface information provided to it for purposes that form part of the object of the agreement between PayCific and the Contract Partner. The Contract Partner is expressly prohibited from copying, modifying or using the source texts of software and interface information for its own purposes, or for purposes that have not been contractually agreed upon. Moreover, the Contract Partner is also expressly prohibited from forwarding the source texts of software and interface information to third parties, granting rights of use or providing access to such information. The Contract Partner acknowledges and accepts that the aforementioned forwarding of data would also constitute a violation of its obligation of confidentiality as per Section 1i and would have appropriate consequences or penalty payments.
- PayCific shall provide the best possible availability of all services in accordance with the technical circumstances. This does not include times in which the service cannot be provided as a result of technical difficulties. In addition to other causes, this includes in particular force majeure, culpability on the part of others etc. PayCific may limit access and / or services if the security of its network operations, the maintenance of network integrity, particularly the avoidance of serious network interruptions, data transmission, the software or the saved data should require this. Among other things, PayCific is at all times authorised to appoint third parties to carry out and execute the orders and payment transactions it accepts in this regard without restrictions.
3. Use of service - legal matters
- The Contract Partner is obliged to adhere, without limitation, to all legal obligations in the design and presentation of its online service. This includes, among other things, any codes of conduct or other guidelines provided by regulatory and other statutory institutions. PayCific is only responsible for billing the sales resulting from the online service offered by the Contract Partner, and has no influence on the digital content and services offered by the Contract Partner. PayCific is neither the author nor the publisher of such content and also does not store it on its own servers. With regard to material assets that can be purchased via the Contract Partner's website, PayCific has only a limited knowledge of what is effectively being offered, sold, purchased or dispatched. In this respect PayCific must rely on information provided by the Contract Partner as part of the contractual relationship, but will carry out regular checks. However, these checks cannot give rise to any liability claims from end users against PayCific. The Contract Partner is solely and entirely responsible for all processes related to purchasing contracts, and expressly waives its right to involve PayCific in any legal disputes, court cases or other legal procedures.
- The Contract Partner is solely and entirely responsible for duly declaring all sales, commission and income from its online services to the tax authorities. This particularly applies to value-added tax, as well as to any import and export duties. PayCific is only responsible for handling the payment transactions between the end customers and the Contract Partner, and cannot be held liable for any legal problems that may be experienced with tax and other authorities.
- All services offered on the website are offered by the Contract Partner at its own responsibility for use by the end customers. It may only request PayCific to handle the payments for services that it made available itself. The Contract Partner must also make it clear to the customer that a contract for the sale of goods, digital content and services, which is binding for both sides, is only concluded between the Contract Partner and the end customer. This applies in particular to any warranty claims that the end customer may have against the Contract Partner.
- The Contract Partner's online presence may not violate any legal requirements, prohibitions, public morals or the rights of third parties (trademarks, naming rights, copyright, data security rights etc.).
- Current data security regulations must be observed. Legal details must be provided for all online services for which PayCific handles payments. On its website, the Contract Partner must provide the name of the service provider and, as a minimum requirement, a contact or e-mail address which end customers can use at any time in the event of discrepancies or problems with the online service. It must also be guaranteed that this so-called support service is always available to the end customer.
- PayCific will not handle payments for products that glorify violence and right-wing extremist content, or for sites that show prohibited sexual activities. PayCific will also not handle payments for products related to drug consumption or equipment suitable for such consumption.
- The Contract Partner must ensure that any content deemed harmful to minors is only made accessible to persons over the age of 18 years.
- PayCific is entitled to reverse business transactions that violate its General Terms and Conditions for Merchants or any legal provisions, and shall charge a fee of EUR 20 per individual case. Within this context, the Contract Partner is not entitled to file claims for damages of whatever nature against PayCific. Moreover, PayCific also reserves the right to charge a processing fee of EUR 500 per individual case in the event of an evident violation of any regulation or the General Terms and Conditions.
- The Contract Partner undertakes not to send out any advertising circulars or mass mail campaigns by e-mail from e-mail addresses related to its online domain without the express prior authorisation of the e-mail recipients. The Contract Partner must also provide the recipients of such advertising e-mails with the option of independently unsubscribing from this service. Where PayCific should suffer damages due to prohibited, unauthorised advertising campaigns of the Contract Partner (e.g. listing by an organisation such as spamhaus.org or a similar organisation), all costs and expenditure resulting from this shall be charged in full to the Contract Partner. The Contract Partner shall also be liable for the full sum of any damages suffered by PayCific without limitation. An hourly tariff of EUR 200 for processing any cases linked to violations of this regulation is considered established and agreed binding.
- The Contract Partner must register all services for which it wishes to make use of PayCific's billing services with PayCific beforehand. The Contract Partner is obliged to inform PayCific of any major changes to its online services unsolicited and without delay. An amendment of the entire business purpose is only permitted with the written approval of PayCific and with an adjustment to the agreement. PayCific regularly monitors the online services offered by its Contract Partners and reserves the right to discontinue its services with immediate effect in the event of a violation of the General Terms and Conditions for Merchants or any current laws, subject to costs. If the Contract Partner is found to have violated one of the aforementioned obligations, PayCific may demand a penalty from the Contract Partner in accordance with the pricing system provided below, without the need to provide evidence of damages, and directly set off such amounts against the Contract Partner's existing credits or sales. (For a first violation, the penalty shall amount to EUR 2,500; for a second violation, the penalty shall amount to EUR 5,000; for a third violation, it shall amount to EUR 10,000). Furthermore, this also constitutes a significant violation of the General Terms and Conditions for Merchants, and may result in the provisional suspension and / or immediate termination of the agreement.
4. Payment process, credit cards, fees
- As soon as a legally binding, valid contract has been concluded between PayCific and the Contract Partner, the Contract Partner shall have online access to the PMP (PayCific Merchant Portal), on which it can track all sales from its services in real time.
- Fees and costs for services billed by PayCific shall be directly charged to the monthly account of the Contract Partner and deducted from its payments. The same billing system also applies to any credits.
- The VP undertakes, fully and without exception, to comply with the applicable regulations and standards of the credit card organizations. PayCific undertakes in return the security of the transferred credit card data according to the PCI DSS standards (Payment Card Industry Data Security Standard) and to ensure the maintenance of compliance.
- PayCific shall have the unrestricted right to exclude a Contract Partner from accepting credit card payments at any time, without citing reasons and with immediate effect. The reasons for this might be the risk of an expected increase in chargeback volumes (payment reversals), insufficient liquidity or another change resulting in a lower creditworthiness rating.
- The Contract Partner is obliged not to send any credit card transactions to PayCific that have previously been rejected via another account or one of its own merchant accounts. All credit card transactions declined by PayCific may only be processed in accordance with the current regulations of the credit card institutions, and may under no circumstances be sold on, exchanged, made available to third parties or forwarded to another credit card payment processor for further processing.
- Furthermore, the Contract Partner is obliged not to include in its online services related to digital content any option of conducting a single purchasing transaction to register simultaneously for several services or memberships that are offered by the Contract Partner to its associated companies or third parties (so-called cross-selling transactions).
- The Contract Partner fully acknowledges and notes that the credit card institutions are the sole and exclusive owners of the various trademarks for their products. The Contract Partner further notes that the credit card institutions can prevent it from using the various trademarks at any time, without citing reasons and without prior notice. Furthermore, the Contract Partner acknowledges without reservation that the credit card institutions are entitled to implement all aspects of their regulations, and may prevent it and / or PayCific from conducting themselves in a manner that could damage the organisations in any way. The Contract Partner also notes that the risk of such damages may have an adverse effect on the reputation of PayCific and its business activities, and may result in claims for damages against the Contract Partner.
- The Contract Partner accepts that the credit card institutions have specifications and restrictions regarding chargebacks and chargeback rates, which may under no circumstances be exceeded. Once these limits have been exceeded, the credit card institutions reserve the right to impose reporting fees and penalties on PayCific as their contract partner. In the event that the permitted limits are exceeded by the Contract Partner and penalties are imposed on PayCific by the credit card institutions due to excessive chargebacks, the Contract Partner shall fully and unconditionally indemnify PayCific against these penalties and accept responsibility for paying the full amount required. Moreover, PayCific may charge processing fees for handling these penalties, for which the Contract Partner shall be billed at an hourly rate of EUR 200.
- The Contract Partner shall be responsible for the full payment of all claims for damages, and for any penalties imposed by the credit card institutions and / or other fees (e.g. from the acquirers) that are passed on to it, for whatever reason, if the Contract Partner and its online services should be liable for them. The general rule for cancellations (chargebacks) of credit card transactions (per credit card institution) is that an upper limit is set at 1% of the monthly transactions handled or 2% of the turnover handled. These specifications must be complied with. Non-adherence to this upper limit will result in the immediate deactivation of credit cards as a means of payment on the Contract Partner's website.
- To safeguard all existing and future claims, including conditional and time-limited claims, that PayCific may have against the Contract Partner as a result of this agreement, in particular payment claims resulting from chargebacks, including any penalties imposed by credit card institutions and PayCific partners, the parties agree as follows: The Contract Partner grants PayCific International AG a comprehensive and unrestricted deposit and clearing right to all current or future payment claims arising from this agreement, regardless of maturity and currency. PayCific International AG expressly accepts this right of lien and offset. PayCific is entitled to realise such assets either by private or enforced sale as soon as the Contract Partner is due with his payments. Moreover, PayCific may retain a percentage of the general turnover achieved within the current billing cycle for a specific period (cancellation reserve). This cancellation reserve usually amounts to 10% over a period of 180 days. However, PayCific expressly reserves the right to make individual adjustments in the event that the business conduct of the Contract Partner should warrant this. If the percentage of cancelled and reversed transactions exceeds 15% of the total sales or transaction volume for any billing period, PayCific shall have the right, at its own discretion, to balance its increased security needs by retaining an additional holdback during the next billing period and / or amending the percentage of its security holdback in future. Billing of the retained amounts shall automatically take place on expiry of the stipulated period. However, if the Contract Partner is involved in legal proceedings that are pending due to excessive chargebacks or violations of the regulations imposed by the credit card institutions, banks or financial service providers, payments for current sales, billing periods not yet completed and the cancellation reserve shall only be made once the situation has been finally clarified by and with PayCific in a legally binding manner. The same applies to all proceedings resulting from fraud, fraudulent use or statutory penalty procedures, or if PayCific has reasons to suspect that the online payment system provided to the Contract Partner is being fraudulently used by it or by third parties.
- The settlement of all transactions made between the Contract Partner and its customers during a fiscal month, which are assigned consecutively from the Contract Partner to the PayCific International AG (Factor) (according to recourse factoring agreement between the Contract Partner and the PayCific International AG) in the moment of the electronically processed and successfully completed transaction, takes place on the 1st day of the following month. PayCific creates a written, detailed statement of all sales and transactions during the previous month, which can then be viewed and printed in the PMP (PayCific Merchant Portal) of the Contract Partner. All fees, discounts, interests, commissions or credits due to PayCific also form part of this statement and are therefore directly deducted from the Contract Partner's credit balance. As date of payment is expressly agreed between the Contract Partner and the PayCific International AG (Factor) that the disbursement of all assets from claims between the Contract Partner and its customers less any security holdbacks from settlements, which include the current turnover of each previous fiscal month and which have been assigned by the Contract Partner to the PayCific International AG (Factor) hast be made, unless otherwise agreed, each 15 to 25 working days after the settlement date (1st of the following month). Under certain conditions, PayCific may grant the Contract Partner an early payment of its credits or parts thereof. However, there is no obligation on the part of PayCific to do so. The minimum payment for credits amounts to EUR 50. Lower amounts will be automatically transferred to the next payment month and can only be paid out once the minimum credit balance has been achieved.
- All fees which the Contract Partner owes PayCific will be calculated on the basis of PayCific's current tariff list, unless otherwise agreed. The tariff list can be viewed on the PayCific website at any time. The fees indicated there and charged by PayCific for its services relate to customer relations within Switzerland and the Principality of Liechtenstein, excluding value-added tax at the currently prescribed rate. Value-added tax will not be charged on invoices pertaining to customer relations outside of the aforementioned countries. PayCific expressly reserves the right to make appropriate adjustments, e.g. based on amendments to the law.
- PayCific reserves the express right to adapt or modify its fee model at any time. In the event of such a change, the Contract Partner must agree to the new fees as part of the procedure agreed on in Section 1f. The Contract Partner should contact PayCific's customer service division if it is unclear about the fee structure.
- If the Contract Partner should fall into arrears with its payments to PayCific, for whatever reason, PayCific shall be entitled to charge default interest at the rate of 5% p.a. above the base interest rate of the Swiss National Bank, notwithstanding PayCific's right to provide evidence of higher damages suffered. PayCific charges a fee of EUR 20 for each written reminder it sends out. Any claims against PayCific submitted by the Contract Partner cannot, under any circumstances, be set off against existing credits or other current amounts due to PayCific.
- All statements and invoices shall be deemed to have been bindingly accepted by the Contract Partner, unless the Contract Partner submits a written objection to PayCific within a period of 14 days from receipt of such statements or invoices via the PMP (PayCific Merchant Portal).
- PayCific also expressly reserves the right not to pay out amounts due in respect of current sales, pending statements and cancellation reserves retained or not paid out by credit card institutions, banks or other financial service providers, until the amounts due have been released and are freely available to PayCific for payment to the Contract Partner. Only PayCific shall have the right to submit claims and demand payment of such unreleased credits by instituting legal proceedings.
- The rule for all transfers, whether national, European or international, is that the bank fees shall be charged to the recipient. For administrative reasons, credits cannot be paid out by cheque. If the Contract Partner has provided incorrect bank details for the transfer, PayCific shall under no circumstances be liable for any resulting damages. The same also applies to any late payments made in the aforementioned cases. There is also no right to claim for damages of any kind whatsoever.
- All payment reversals of any kind (credit card payments, direct debit bookings etc.) shall be charged to the Contract Partner and set off against existing credits. PayCific charges a fee for such transactions. The amounts can be seen in the current fee list for Contract Partners. If, at the time of reversal, the Contract Partner has no corresponding credit with PayCific, it shall be liable for immediate settlement of the debit. The settlement of such amounts usually takes place automatically by SEPA direct debit. Where this is not possible, the Contract Partner shall receive a legally binding notification with a due payment date by e-mail. If the amounts are not settled within the stipulated period, this may result in the merchant's account and all of its current and future sales being blocked. In this case, PayCific shall also retain the right to cancel business relations with the Contract Partner and to announce its intention, or avail itself of the opportunity, to take appropriate legal steps.
- Any payment reversals caused by the customer of a Contract Partner, irrespective of their nature, shall always be treated by PayCific as unauthorised cancellations and will automatically result in the initiation of a reminder and debt collection procedure, for which the Contract Partner shall not be charged. In each individual case, the Contract Partner only has to pay the costs incurred in accordance with the current tariff list. PayCific shall decide at its own discretion whether to carry out the reminder and debt collection procedure itself or to appoint an appropriate external service provider. Once the procedure has been successfully completed, any amounts received shall be credited to the account / statement of the Contract Partner and paid in accordance with the General Terms and Conditions for Merchants.
- PayCific does not issue any guarantees for the availability of the PayCific online payment system. Any liability of whatever kind asserted by the Contract Partner, whether substantiated or not, is hereby rejected by PayCific. The same applies to interruptions in data transmission, the failure or partial failure of systems and the loss of data. PayCific also generally excludes any liability for damages resulting from simple negligence, in as far as it does not result from the violation of any major contractual obligations or guarantees, and does not fall into the category of claims under the Product Liability Act. The same applies to violations of any obligations by its agents and third parties contracted by PayCific. Any further claims for damages, especially those resulting directly from service failure or the non-availability of the PayCific online payment system (e.g. loss of profit or loss of data), are hereby also excluded. Where PayCific violates a major contractual obligation gross negligently or intentionally, the liability to pay damages is limited to the typical losses incurred in such a case. Any claims for financial losses are generally excluded.
- Where PayCific makes use of third-party products and services, which are subsequently linked to the PayCific online payment system, PayCific cannot be held liable in the event of the inability or unwillingness to pay of the relevant product owners or service providers. This particularly applies when third parties have been contracted to handle payments, debt collection and / or payment transactions. This exclusion of liability refers to all claims for money, commission, damages etc. initiated by the Contract Partner. In such cases, PayCific is free to submit claims to a court in its own name and at its own responsibility, to abstain from taking such steps or legally to cede them back to the Contract Partner, whereby any claim of the Contract Partner against PayCific shall be finally forfeited. Where no cession takes place, for whatever legal reason, this shall not give rise to any claims being made against PayCific by the Contract Partner.
- The Contract Partner undertakes to indemnify PayCific, upon first demand, against all claims by third parties if PayCific suffers damages resulting from non-observance or non-adherence by the Contract Partner to these General Terms and Conditions for Merchants, or if PayCific is subjected to claims for other legal reasons for which it cannot be held responsible and which result from the current contractual relationship with the Contract Partner. This applies in particular to all penalty fees of any kind charged by the credit card institutions. This exclusion of liability according to Section 5 also applies to all employees and agents of PayCific and expressly includes the latter.
6. Data protection
- PayCific informs the Contract Partner that all data generated as part of the agreement is stored electronically on the PayCific servers. PayCific hereby notifies the Contract Partner that, during the execution of the agreement, relevant data may be (or may have to be) forwarded to third parties involved, and will be used to the normal extent for identification purposes and for clarifications about the Contract Partner. The Contract Partner expressly accepts the aforementioned conditions and notes that the more specific conditions governing data security can be viewed online on the PayCific website at any time. The Contract Partner accepts them to their full extent in their valid form.
7. Contract period
- Under normal circumstances, the contractual relationship will continue for an indefinite period. An exception is made for certain billing models, for which a minimum contract period is agreed on from the start. The contract periods stipulated in the tariff list on the PayCific website basically apply for this purpose or, alternatively, contract periods that have been separately agreed upon in writing. In these cases, the contract shall be automatically extended by a further contract period, unless it has been terminated by one of the contract parties giving three months' notice before the end of the contract period. All other contractual relationships may be terminated at any time at the end of any month, provided that notice of the cancellation is received by the relevant party 10 days before the end of the month. However, it shall generally be deemed to have been accepted by the Contract Partner that the termination of any contract with PayCific must always be in writing.
- PayCific has the right to delete a Contract Partner without providing either electronic or written notice, and to refuse access to the PayCific online payment system, if the Contract Partner has not made any sales for a period of 6 months.
- Both parties may extraordinarily terminate the agreement for due cause at any time. Due cause may include, among other things, the violation of major conditions in the General Terms and Conditions for Merchants, incorrect entries in the registration or contract documentation with PayCific, fraudulent acquisition of services, sending of spam e-mails, violations of the regulations governing digital content or prohibited lines of business, or any major change in the legal form or management of the Contract Partner. Other examples of due cause that would warrant extraordinary termination of the agreement are a too high chargeback quota for credit cards, or too high a reversal rate of SEPA direct debits. Even in this case a termination must always be in writing.
- PayCific may also terminate the agreement with the Contract Partner at any time if third parties appointed by PayCific to handle orders should cancel their respective agreements with PayCific, thus making it impossible for PayCific to meet its contractual obligations.
- When the agreement is terminated by either party, all user rights granted to the Contract Partner under this agreement to the services made available by PayCific, and in particular to the PayCific online payment system, shall expire.
- After the contractual relationship has come to an end, PayCific has the right to retain any credits and cancellation reserves due to the Contract Partner for a period of six months to cover any claims that may result from chargebacks and payment reversals. If the Contract Partner can be shown to have violated the agreement in such a way that penalties are imposed by PayCific's contract partners (credit card institutions, banks, financial service providers etc.), all remaining credits and cancellation reserves may be retained by PayCific until the situation has been finally clarified in a legally binding manner. The Contract Partner does not have a basic right to interest payments.
- After termination / cancellation of the agreement, the Contract Partner shall immediately remove all existing links and references to PayCific from its website and online services. The use of PayCific logos or trademarks is strictly prohibited after the end of the contract period.
8. Applicable law and legal disputes
- In the event of complaints of any kind, the Contract Partner shall first contact PayCific Customer Services, and constructive attempts will be made to find or develop a solution that is satisfactory to both sides.
- Both the Contract Partner and PayCific agree to handle any complaints and legal disputes entirely confidentially and in secret under all circumstances.
- This contract and any obligations resulting from it will be subject to the substantive, procedural and each applicable laws of the Swiss Confederation. In the event of a difference in opinion, an amicable solution should be sought before the case is brought to court. If, however, a judicial procedure cannot be avoided, Zurich (Switzerland) shall be deemed to have been agreed upon as the sole place of jurisdiction.
- Any secondary agreements, amendments or additions must be in writing to be deemed legally valid. The condition of the written form shall be deemed to have been met if an e-mail is sent to the last known e-mail address provided by the Contract Partner. The e-mail shall be deemed to have been delivered to the Contract Partner when dispatched.
- The Contract Partner may only cede its rights and obligations resulting from its contractual relationship with PayCific to a third party with the express written approval of PayCific International AG.
10. Severability clause
- If any of the clauses of this agreement, or any of the clauses incorporated at a later stage, should be found to be legally invalid or not practicable, either in whole or part, or if they should lose their legal validity or practicability at a later stage, this shall not affect the validity of the other provisions of this agreement. The same applies if it should be found that the contract contains a legal loophole. An appropriate provision should be found to replace the invalid or impracticable clause, or to fill in the legal loophole, that most closely approximates, as far as legally possible, what the parties wanted or would have wanted in accordance with the meaning or purpose of the agreement, had they considered this aspect when concluding the agreement or when incorporating a clause at a later stage.