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Terms and Conditions
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- The PayCific online payment system is a project of PayCific International AG, Lintheschergasse 10, CH-8001 Zürich, Switzerland. PayCific International AG provides a comprehensive service for online payment transactions. The contractual partner can choose from a range of payment procedures which is being continually expanded and optimised. He can use these payment procedures as required for the payment of services and / or goods online and / or in other commercial transactions. A prerequisite for working with PayCific International AG is that the contractual partner consents to these general terms and conditions which constitute a legally binding contract. PayCific reserves the right to modify these terms and conditions at any time. The contractual partner can view the currently valid version on the PayCific website. Modifications are considered to have been accepted and agreed by the contractual partner once he has received notification of amendment. An appropriate message from PayCific in the account area of the website is considered a valid notification of amendment to the contractual partner. If the contractual partner should not be in agreement with the amendments he can terminate the contractual relationship with PayCific International AG immediately. These general terms and conditions govern the contractual relationships in general and as regards the use of the services described here. If additional PayCific International AG services are used, the general terms and conditions for the respective business segment shall apply additionally. Any terms and conditions of our contractual partners or other partners do not form part of these general terms and conditions. This shall also apply if we have taken cognisance or acquired knowledge of these terms and conditions.
- The contractual partner is an individual or legal entity (hereinafter referred to as the `CP`) and PayCific International AG (hereinafter referred to as the `Company` or `PayCific`), a company registered in the Canton of Zurich, Switzerland with the registered company headquarters at Lintheschergasse 10, CH-8001 Zürich, which offers a payment system and related services in compliance with the applicable laws of Switzerland.
- PayCific International AG and the CP shall be the only parties to the agreement for whom these provisions shall constitute actionable rights.
- The CP shall not be legally entitled to immediate execution of any orders submitted. Should PayCific International AG be required to make any commission or transaction-related payments to the CP, the first payout will be made at the earliest when a contract agreement signed by both parties is available. Irrespective of the above, the general terms and conditions and/or the respectively applicable fee lists for customers and merchants shall apply in full following the successful registration and/or opening of a PayCific account and the verification process required for these./li>
- The CP undertakes to ensure that all information provided to PayCific International AG is accurate and complete. The CP undertakes to notify PayCific International AG without delay of any changes on its part and to update the details in the account area regularly, and shall, at the request of PayCific International AG, confirm the accuracy of the updated information supplied. This shall apply in particular to the name or company name, the postal address, contact details and bank details.
- Both parties are obligated to maintain strict confidentiality with regard to the terms and conditions governing the contractual agreement. This shall include, among other things, any and all information pertaining to each party that is revealed to the other in connection with the contractual agreement. Other stipulations and conditions and all information relating to technical, financial, business or other concerns must also be treated as strictly confidential, in as far as these relate to the contractual relationship between PayCific International AG and the CP. The CP is strictly forbidden to record and store any customer data relevant to invoicing, such as credit card numbers and bank account details. Should a party to this agreement, one of its employees or agents breach this confidentiality clause, it shall be liable to pay a contractual penalty. The parties herewith agree that a contractual penalty to the value of EUR 10,000 shall be payable for each such breach of confidentiality.
- Registered PayCific International AG trademarks may only be used in association with PayCific products. Their use shall only be permitted in the prepared templates and promotional materials made available by PayCific International AG. Without prior authorisation, no other form of use is permissible.
- All deadlines and time specifications are calculated according to Central European Time (CEST/ CEDT).
- Specification of services
- For the duration of the agreement, the CP shall be granted the non-exclusive, fixed-term, non-transferable right to utilise the necessary software and the corresponding interfaces. The CP partner shall use the software and interface information supplied exclusively for the purposes of the contractual agreement PayCific International AG and the CP. The CP is expressly forbidden to copy, modify or use the software source texts and interface information for the contractual partner`s own purposes or for any purposes other than those agreed upon. In addition, the CP is expressly forbidden to make the software source texts and interface information available to third parties, to grant any right of use thereof or to allow access to such information.
- PayCific International AG undertakes to do its utmost to ensure that its services are available at all times, within the limitations imposed by technical conditions. However, PayCific International AG cannot exclude the possibility that services may be unavailable at certain times because of technical problems. Acts of God and the actions of third parties, etc, may also mean that PayCific International AG is unable to provide the required services. PayCific International AG retains the right to restrict access and/or services should this be necessary to maintain the security of network operation, to preserve the integrity of the network and, in particular, to prevent disruption of the network, of data transfer and/or corruption of stored data. PayCific International AG is entitled in this context at all times to assign third parties with the implementation and handling of orders that have been accepted and the processing of payments.
- Use of the service – Legal information
- The CP must ensure that all offers conform to the legal regulations of the countries in which the corresponding offers are made available. These include any relevant codes of practice and other guidelines issued by the regulatory authorities or other official bodies. Furthermore, the CP shall be solely responsible for ensuring that all relevant taxes are paid on the corresponding revenue. This applies in particular to VAT payments and any import and export duties. PayCific International AG shall assume responsibility solely for processing payments between end customers and the CP, and cannot under any circumstances be held accountable for any legal problems with tax or other authorities.
- The services shall be provided exclusively for the use of the CP. Services may only be used to invoice for products and services offered by the contractual partner. The CP must make it clear to all customers that a sales contract exists between the CP and the end customer only. In particular, the contractual partner must make it clear that any warranty entitlements of end customers are granted by the CP only.
- The CP must ensure that its online presence does not violate legal stipulations, prohibitions, customary conventions or the rights of third parties (trademark rights, rights to names, copyrights, data privacy laws, etc.).
- The provisions of applicable data protection laws must be observed. In addition, the CP is also obliged to comply with the general information requirements of e-commerce of the country in which his products or services are offered. The CP is obliged to publish the name of the service operator and a contact or email address on his web page. The CP must ensure that an appropriate support service is always available for end customers.
- Product or service offers which glorify violence or have extreme right-wing content, as well as pages which depict sexual acts involving animals are barred by PayCific. PayCific will also refuse to process payments for any offers associated with drugs or utensils which may be connected to drug use.
- The CP shall ensure that adult content is only accessible to persons over 18 years of age. The depiction of persons under the age of 18 years in connection with adult entertainment services is strictly prohibited. Services or product offers featuring actors/actresses who are of adult age but who convey the impression of being under age (under 18 years) are also strictly prohibited.
- PayCific International AG is entitled to rescind any business transactions which breach these general terms and conditions or legal regulations, charging a fee of €10 for each individual case. The CP is not entitled in this context to claim damages, of any kind, against PayCific International AG. Furthermore, PayCific International AG reserves the right in the event of obvious breaches of regulations to levy a processing fee of € 500 per individual case identified.
- The CP undertakes not to initiate any promotional mailings or mass mailings via electronic mail using the email addresses of its domain without being expressly requested to do so by the email recipients themselves. If PayCific should incur damages as a result of advertising measures conducted by the CP, such as a listing in an organisation such as Spamhaus.org, all costs and expenses which arise as a result will be passed on to the CP in full. The respective hourly tariff for employees of PayCific International AG shall apply.
- The CP shall register all services and products for which he uses PayCific`s online payment system with PayCific International AG. The CP is obliged to report any major changes to his range of products or goods to PayCific without delay. Any alteration to the corporate purpose as declared is only permissible with the written consent of PayCific International AG. PayCific shall conduct regular monitoring of the CP`s product offer and reserves the right in the case of violations against the general terms and conditions or the applicable laws to disconnect the CP forthwith at cost. In the case of violations by the CP of one of the aforementioned obligations PayCific shall be entitled, without providing proof of damage, to demand a contractual penalty against the CP in accordance with the following scale and charge it against the CP`s existing credit or revenue. (For the first violation,the contractual penalty is € 2,500, for the second violation the contractual penalty is € 5,000, for the third violation the contractual penalty is €10,000). In addition, any such violation represents a considerable breach of the general terms and conditions and may lead to the temporary suspension or cancellation of the contract.
- Handling of payments
- Once an account has been opened and verified, PayCific International AG provides the CP with the PMP (PayCific Merchant Portal). This he can use to monitor all revenue relating to his projects in real time. PayCific fees are charged directly to the CP`s account and deducted. The same also applies to any credit items.
- The CP accepts that there are specifications on the part of the credit card organisations with regards to limits on chargebacks and chargeback rates which must not be exceeded. If these limits are exceeded, the credit card organisations reserve the right to impose reporting fees and fines on PayCific International AG. In the event that these prescriptive limits are exceeded and PayCific International AG is accordingly faced with penalty surcharges for excessive chargebacks, the CP shall indemnify PayCific International AG of these surcharges in full, and shall assume them himself. In addition, the CP is also liable for bearing the transaction process fees which PayCific International AG incurs. Claims for damages and the passing on of reporting fees, fines and miscellaneous charges resulting from other factors pertinent to the case remain unaffected by this. A list of the cases incurring penalties and the amount of the penalties involved can be provided by PayCific to the CP at any time on request. The "Catalogue of credit card organisation penalties and fees", however, is not a conclusive overview of penalties and fees levied by the credit card organisations which the CP will ultimately have to bear.
In general, should cancellations occur within credit card payments, there is an upper limit of 1% of the transactions carried out each month or 2% of the revenue processed. These guidelines must be observed. Breaches of compliance with this upper limit will result in the immediate deactivation of the credit card payment method.
- In order to provide security for all existing and future entitlements (including conditional and limited term entitlements) against the CP that arise for PayCific International AG from the contractual agreement - specifically entitlements to payment of outstanding debts, including penalties payable by the CP to PayCific AG - the parties agree to the following: the CP herewith grants PayCific International AG a legal lien on all its existing and future entitlements to payment by PayCific International AG that arise from the contractual agreement. PayCific International AG herewith expressly accepts this lien. In addition, PayCific International AG shall retain a percentage of the total revenue generated within each settlement cycle for a certain period of time (6 months maximum) (cancellation reserve). The retained percentage shall be automatically payable on termination of the agreed period. If the CP should be involved in an ongoing process which is pending due to excessive chargebacks with the credit card institutes, or the banks or service providers responsible, payment of current revenues, outstanding invoice payouts and the cancellation reserves will only be made once the issue is definitively resolved. The same applies to all fraud proceedings which have not been definitively resolved. Should the percentage of cancelled or rolled back orders exceed 15% of the total transaction volume within one settlement period, PayCific International AG shall have the right at its discretion to offset its increased need for security with a special reserve levied at the subsequent settlement date and/or to revise the percentage of the amount held as security in future.
- Settlement of existing credit takes place monthly. The accounting deadline is the first business day of the following month. PayCific International AG shall produce automatically a written settlement of all revenues generated in the previous month which can then be viewed in the CP`s PMP (PayCific Merchant Portal) and printed off. All commissions and any credit due to PayCific International AG are also part of the settlement and will accordingly be deducted directly. Payments shall be enacted, unless otherwise agreed, on between the 15th and 25th day of the following month (15-25 days after the settlement deadline). PayCific International AG may grant the CP an advance payment of credit or partial amounts under certain circumstances. Paycific is not obliged to do this. There is no minimum payment - all credit will be paid out at 100% in accordance with the general terms and conditions. Furthermore PayCific International AG reserves the right not to pay out ongoing revenues, outstanding invoice payouts and cancellation reserves, which are retained or not paid out by credit card companies, banks or other services, until received and freely available at PayCific International AG. PayCific International AG is solely responsible for the assertion of such credits on legal means.
- All bank charges resulting from national, European and international transfers will be incurred by the recipient as a matter of principle. PayCific International AG will levy a service fee for payment by cheque. If the CP has provided incorrect bank details for the transfer, or a false address for the delivery of a cheque, then PayCific International AG shall in no case be responsible for any damages which may arise as a result of this. The same applies if payment is delayed in such cases. There shall be no claim to damages of any kind as a matter of principle. If PayCific undertakes another attempt to pay credit or send a cheque, it will levy an additional fee.
- All back processing of payments, regardless of their type (credit card payments, redebit postings etc) will be charged to the CP and offset against existing credit. PayCific International AG will levy a fee for these transactions. The amount of such a fee is available for viewing in the applicable fee list for contractual partners. If, at the time of the redebit, there should be insufficient credit on the PayCific account then the CP shall be obliged to settle the required amount without delay. Settlement usually occurs automatically. If this should not be possible, he will receive a request with a deadline sent by email. This is legally binding. If the amount is not settled within the set deadline period, this may lead to the account being blocked, and with it all existing and future revenues. In such a case, PayCific International AG also reserves the right to cancel the account and the business relationship, with the threat and possible use of appropriate legal action.
- Back settlements of any kind will be treated as unauthorised cancellations by PayCific. They will result automatically in the instigation of a debt collection procedure (at no charge) for the CP. For each case, the CP shall only be obliged to make a single reimbursement of costs in accordance with the list of fees. It shall be at the sole discretion of PayCific International AG whether it carries out the debt collection procedure itself or assigns recovery of funds to a debt collections agency. The amount collected will be credited to the CP on the successful completion of any collection procedure.
- PayCific International AG shall accept no guarantee for the availability of the PayCific payment system. Liability of any kind, on whatever legal grounds, is excluded. The same shall apply to all interruptions in data transfer, the failure or partial failure of systems and the loss of data, for whatever reason.
- In case liability should come into consideration, this is restricted solely to the availability of the PayCific payment system. Any claims which go beyond this, in particular those which arise as a result of an offer failing, are excluded in general.
- if PayCific International AG makes use of third-party products which are consequently linked to the PayCific payment system, PayCific International AG shall not be liable for an inability to pay, or an unwillingness to pay on the part of the respective product owner or provider. This applies specifically if third parties have been assigned with the handling of payment transactions and the collection of debts/and or payment transactions. The disclaimer applies to all money, commission, damages and related claims which are made by the CP. PayCific reserves the right to legally assert claims in these cases or to assign them to the CP. If such an assignation should not take place, irrespective of the legal reason, no claims for damages on the part of the CP can be justified.
- The CP undertakes to indemnify PayCific International AG on first demand of all claims by third parties if PayCific International AG should suffer damages arising from the non-observance or the breach on the part of the CP of these general terms and conditions, or claims which for other legal reasons are made against PayCific International AG resulting from the ongoing contractual relationship. This applies in particular to surcharges from credit card companies if the number or extent of chargebacks has exceeded the permissible limits as prescribed by the credit card institutes.
- The disclaimer as per Article 5.a. to and including Article 5.b. shall also apply to all employees and agents of PayCific International AG.
- Data privacy
- PayCific International AG would like to point out that all data pertaining to contract implementation will be stored. Furthermore, PayCific International AG advises that data may be passed to involved third parties in the context of contract implementation, and may be used to the usual extent as a means of identifying the CP. The CP explicitly accepts the preceding data privacy terms.
- All PayCific International AG services are offset against the settlement amounts due at the time of payment as a matter of principle. If the CP has no credit, he is obligated to settle the outstanding invoice amount immediately following the settlement on the first of the respective month.
- All fees which the CP is obliged to pay to PayCific International AG are based on the applicable PayCific fee list,provided that no other arrangement has been made. This can be viewed at all times online on the PayCific website. The charges listed there are quoted for customer relations within Switzerland and the Principality of Liechtenstein exclusive of applicable VAT. The calculation of charges for customer relations outside of the aforementioned countries is VAT-free.
- PayCific reserves the right to alter fees at any time. In case of such modifications the CP must consent to the new fees in line with proceedings described in Article 1.a . If the CP is unsure of the fee structure, he should contact the PayCific customer service team.
- Where the CP is in default, PayCific International AG shall have the right to charge interest at a rate 5% above the base lending rate of the Swiss National Bank. PayCific AG retains the right to charge a higher rate where justified. PayCific International AG shall be entitled to charge a processing fee for each reminder sent. Claims which the CP makes against PayCific International AG cannot be offset under any circumstances.
- All settlements and invoices shall be considered to be accepted by the CP unless the CP has filed an objection within 14 days of this information`s being posted in the PMP (PayCific Merchant Portal).
- Contract duration
- The contract durations detailed in the fees list, or duration periods which were agreed separately, shall apply as a matter of principle. The contract will be renewed automatically by a further contract period if it is not cancelled by either contractual party within three months of the end of the contract period. Cancellations must be made in writing.
- Both parties retain the right to cancel the agreement for a substantial reason. Substantial reasons shall include any breach of the major provisions of these GTC, the provision of incorrect information on registration or when opening an account or any major change to the legal status of the company or to the executive management of the CP.
- PayCific may terminate the agreement with the CP at any time in the event that a third party appointed to process the transactions on behalf of PayCific International AG on their part terminates their agreement with PayCific International AG, which would consequently make it impossible to fulfil the agreement.
- Once the contractual relationship has expired, the CP`s credit will be retained by PayCific International AG for six months to cover debts resulting from charge-backs and claims. Should evidence be provided that the CP is in breach of contract such as it may be assumed this may result in penalties being imposed by contractual partners of PayCific International AG, any remaining credit may be withheld until the issue is clarified in a legally binding manner. No interest shall be paid on a balance in credit.
- Upon termination of the agreement, the CP shall be obliged to immediately remove all links and references from his website and the offers he is making. The use of the PayCific International AG logo or company brand is strictly prohibited after termination of the agreement.
- Applicable law and legal disputes
- The CP can contact PayCific`s customer service team with any complaints.
- This contract is subject to Swiss law. The place of jurisdiction is Switzerland. All legal disputes resulting from this contract, or from the provision of services offered by PayCific International AG, will be settled by a Swiss Court.
- The CP and PayCific International AG undertake to treat complaints and legal disputes in confidence.
- Supplementary agreements, modifications and additions must be made in writing or shall otherwise be considered invalid. This requirement shall be assumed to have been met if the relevant notification is sent by email to the last known email address of the contractual partner. Receipt of any email shall be assumed once it has been sent.
- The CP may only assign entitlements arising from the existing contractual relationship to a third party with the written consent of PayCific AG.
- Should any individual provisions or future provisions of this contractual agreement be or prove to be impracticable or invalid under law in whole or part, the validity of the remaining provisions shall remain unaffected. The same shall apply if it is subsequently established that the contractual agreement has a loophole. n place of the invalid or impracticable provision or for the purpose of closing the loophole, an appropriate provision shall apply that approximates as closely as legally possible what the intention of the parties or the intention of the contractual agreement would have been had the parties been aware of the problem at the time of concluding the contractual agreement or at the time of inclusion of the subsequent provision.