Terms & Conditions
As of August 2026
1. Scope of Terms and Conditions
These General Terms and Conditions ("GTC") govern the services provided by Pay-Jet GmbH, Maria-Theresia-Straße 12, 81675 Munich (hereinafter: "Pay-Jet") to contracting companies (hereinafter: "Merchant") based on a separate agreement (hereinafter: "Service Agreement") in connection with the technical processing of cashless payment transactions at physical payment terminals and via corresponding cloud-based platform solutions. These GTC are an integral part of the respective Service Agreement. These GTC apply exclusively. Deviating or conflicting terms of the Merchant are only recognized if Pay-Jet expressly confirms them in writing or in text form. In the event of contradictions between the provisions of these GTC and the Service Agreement, the provisions in the Service Agreement shall prevail.
2. Subject Matter of the Contract, Conclusion of Contract, Contract Amendments, and Usage Restrictions
2.1 Subject Matter of the Contract
In addition to the rental and/or sale of POS terminals and related services, the services provided by Pay-Jet as agreed in the Service Agreement include services related to the technical processing of transactions via POS terminals (hereinafter: "POS Services") as well as a cloud-based platform solution in connection with the technical processing of transactions in eCommerce and the integration of merchant systems as a "Software as a Service" solution (hereinafter: "Platform Services"). Software (hereinafter: "Terminal Software") is installed on the POS terminals, which enables the use of the POS Services offered by Pay-Jet.
2.2 Pay-Jet does not provide payment services; engagement of payment service providers by the Merchant
Pay-Jet does not provide payment services (e.g., acquiring). Pay-Jet acts exclusively as a technical service provider in connection with the technical processing of cashless payments. Payments are made exclusively and directly between the payment service providers and the Merchant, without Pay-Jet influencing the respective payment process or the information transmitted therein. Pay-Jet itself neither forwards nor receives payments. Pay-Jet has no influence on the respective payment flows.
The Merchant must engage a payment service provider (e.g., acquirer) for the processing of payments. The Merchant and the payment service provider have a direct contractual relationship for such payment services (e.g., acquiring). Pay-Jet is not a party to this contract. The decision regarding the conclusion or rejection, as well as the content, limitation, and/or termination of such a contractual relationship, lies exclusively with the respective payment service provider.
2.3 Conclusion of Contract
Unless otherwise agreed, the contract is concluded upon Pay-Jet's acceptance of the merchant's application for the service agreement. Pay-Jet's declaration of acceptance to the merchant shall be made in writing or in text form (e.g., email). Any representations in promotional materials or on the Pay-Jet website are non-binding unless otherwise agreed. In connection with a terminal purchase and/or rental, the merchant may order additional POS terminals from Pay-Jet for already purchased or rented POS terminals via text form (e.g., email). Pay-Jet may accept these offers either expressly (e.g., by sending an order confirmation to the merchant's provided email address) or implicitly (e.g., by shipping the POS terminals). Sending an invoice, activating the product or platform, or otherwise providing the service is equivalent to an express declaration of acceptance by Pay-Jet.
2.4 Contract Amendments
Pay-Jet may amend these GTC and the service-related provisions of the service agreement if (i) legal or regulatory requirements, or requirements from payment service providers or card organizations
or (ii) technical developments make this necessary and the overall contractual balance is not significantly shifted to the detriment of the merchant. Amendments will be offered to the merchant in text form at least two months before they take effect. The merchant may object to the amendments in writing by the proposed effective date. If the merchant objects, both Pay-Jet and the merchant are entitled to terminate the contract regarding the affected services with two months' notice before the amendment takes effect. If the merchant does not object, the amendments are deemed approved. Pay-Jet will inform the merchant of this in the amendment notice.
2.5 Merchant acts in the exercise of commercial or independent professional activity; usage restriction
When entering into a service agreement, the merchant acts exclusively in the exercise of their commercial or independent professional activity pursuant to Section 14 of the German Civil Code (BGB). Use of Pay-Jet's services by the merchant for other purposes is not permitted. The merchant may not use Pay-Jet services in a manner that violates applicable law or the rights of third parties. In particular, the merchant ensures that they possess all public-law, official permits, licenses, and/or authorizations required for the lawful exercise of their business activities and for the performance of this contract.
3. Conditions of the German Banking Industry (Deutsche Kreditwirtschaft)
When using the Girocard system (hereinafter: "Girocard") of the German Banking Industry (hereinafter: "DK"), the DK merchant conditions (www.girocard.eu) as well as the further requirements of the DK regarding the application of current technical regulations for DK POS terminals apply in addition to these GTC.
4. Pay-Jet Services
4.1 Provisions for POS Services
Pay-Jet provides the merchant with the POS terminal. This provision is made either permanently under a purchase agreement (Section 9 of the GTC) or temporarily under a rental agreement (Section 10 of the GTC). The corresponding agreement is set out in the service contract. The merchant shall, at its own expense, provide and maintain the spatial, technical, and other connection requirements necessary for the operation of the POS terminal in a timely and functional manner.
Where the parties have agreed to the provision of POS services, the following provisions shall apply:
4.1.1 Data Transmission and Card Verification
For payment cards, Pay-Jet transmits authorization requests and responses between the POS terminal and the respective recipient address in accordance with the requirements applicable to the specific payment method or the requirements of the relevant acquirer. Furthermore, Pay-Jet generates settlement files (hereinafter: "transaction data") based on the information provided by the merchant and transmits these to the relevant recipient address. The order to transmit this transaction data to the respective recipient address is initiated by the merchant performing a terminal settlement (end-of-day closing) on the POS terminal. Pay-Jet is only responsible for forwarding the data received from the merchant and the recipient address without altering its content. Pay-Jet does not verify the accuracy of the transmitted transaction data.
4.1.2 Granting of Usage Rights for Terminal Software
The terminal software is provided to the merchant in the version agreed upon at the time the service contract is concluded. For the duration of the contract, Pay-Jet grants the merchant a simple, non-exclusive, non-transferable, and non-assignable right to use the terminal software provided by Pay-Jet exclusively in connection with the subject matter of the contract and its intended use. The merchant does not receive any rights beyond this. Reproduction of the terminal software or its components, as well as distribution or any other transfer to third parties, infringes upon the rights of Pay-Jet and/or the copyrights of third parties and is prohibited. Mandatory rights under Sections 69c to 69e of the German Copyright Act (UrhG) remain unaffected. Section 540 (1) sentence 2 of the German Civil Code (BGB) shall not apply.
4.1.3 Changes to Software or Other IT Systems, Merchant Cooperation Obligations
4.1.3.1 Updates, Upgrades, and New Versions of Terminal Software
Available updates, upgrades, and new versions of the terminal software may be provided subject to a separate agreement and the payment of a fee. Pay-Jet is under no obligation to inform the merchant about updates, upgrades, or new version releases. The merchant agrees to make all necessary arrangements on-site to receive downloads and to cooperate with any software updates or necessary terminal reconfigurations. The merchant shall bear the costs of the update, any associated data transmission fees, and any necessary terminal replacement or reconfiguration. If the merchant fails to fulfill these cooperation obligations or causes the failure or delay of an update or reconfiguration, payment scheme operators may prohibit the continued use of the affected terminals for their respective payment methods. This does not affect any claims for damages that Pay-Jet may have against the merchant.
4.1.3.2 Changes to IT Systems
Pay-Jet is entitled to make changes to other IT systems used to provide the terminal software at any time, provided that such changes are necessary for a valid reason that was unforeseeable at the time of contract conclusion and are reasonable for the merchant. A valid reason exists if these changes are necessary to ensure functionality (adaptation to the state of the art), serve to optimize the systems—particularly for maintenance and closing security vulnerabilities—or if newly enacted or amended legal or other regulatory requirements necessitate a change in service.
4.1.4 Commissioning
The POS terminal is commissioned either by Pay-Jet, by a third party commissioned by Pay-Jet, or by the merchant. The specific arrangement will be defined in the service agreement. If the merchant performs the commissioning themselves, they must strictly follow Pay-Jet's installation instructions. Commissioning is considered complete once one of the approved card types can be processed via the POS terminal.
4.1.5 Agreement on Additional Services
Pay-Jet offers additional services as specified in the service agreement and regularly expands its range of services. Such services can be provided upon agreement with Pay-Jet in exchange for additional fees. Supplementary agreements will be made for these services.
4.1.6 Availability
The IT systems required for the technical processing of authorizations and transactions are operated to the necessary extent. An annual system availability of 99
% is guaranteed. This does not constitute a quality guarantee. This excludes downtime outside of Pay-Jet's control (e.g., outages at telecommunications providers, technical errors on the merchant's side, disruptions/outages of third-party systems or networks that are not Pay-Jet's vicarious agents or otherwise within Pay-Jet's sphere of responsibility, etc.). The failure of a component is not included in the calculation of system availability if the function assigned to that component can be equivalently compensated by "backup components" of the system (e.g., failure of a single line). Downtime due to necessary maintenance work is also excluded. Pay-Jet shall notify the merchant of the time and duration of maintenance work in writing or in text form in good time before it begins, unless the interruption is necessary as an emergency measure due to particular urgency and cannot be announced in advance.
4.1.7 POS terminal defect
If agreed upon in the service contract, Pay-Jet will replace defective POS terminals with equivalent units during the agreed term of the depot maintenance services, generally within two business days, provided that the damage is reported to Pay-Jet before 3:00 p.m. on a business day (see section 4.1.11). Pay-Jet shall bear the costs for the replacement POS terminal and the costs for shipping the replacement POS terminal (standard shipping only), provided that the defect is not due to improper handling and/or operating errors by the merchant, vandalism, sabotage, other external influences, or force majeure. In these cases, the merchant must reimburse Pay-Jet for the
costs incurred for the repair of the defective POS terminal, including the costs for the retrieval of the defective POS terminal. The merchant is obligated to send the defective POS terminal to Pay-Jet, adequately insured and at their own expense, within 10 business days of reporting the defect. The merchant bears the risk of accidental loss or deterioration of the POS terminal during transport. If the POS terminal is not returned within the specified period, Pay-Jet may invoice the merchant for the purchase price of the replacement POS terminal. The merchant reserves the right to prove that lower damages were incurred.
4.1.8 Service hours for technical and commercial inquiries
Pay-Jet's service hours for system failures/damage are Monday to Sunday from 6:00 p.m. to 9:00 a.m. for the technical emergency service, and for other technical and commercial inquiries on business days from 9:00 a.m. to 6:00 p.m. at the phone number +49 89 5432 444 0, Email: support@pay-jet.de
4.1.9 Business days
Pay-Jet's business days are Monday – Friday, excluding national bank holidays and bank holidays in Munich.
4.2 Special provisions for platform services
If the service contract includes platform services, the following provisions apply:
4.2.1 Subject matter of the contract
As part of the platform services, the merchant is provided with a platform for the technical processing of transactions and the integration of merchant systems in the e-commerce sector on a temporary, fee-based basis ("Software as a Service"). The services covered by the contract include the setup and parameterization of the merchant's interface on the platform, as well as the technical transaction processing for the selected product from the merchant's business operations on the platform.
In this process, transaction-relevant data from the merchant's shop system related to the technical processing of payment transactions is received for the selected payment methods and forwarded via the platform to the platform's output interfaces to the payment service providers and/or third-party providers selected by the merchant for processing.
From the date agreed upon in the service contract, Pay-Jet will make the platform and the interface available for the merchant's contractual use.
Pay-Jet acts exclusively as a technical service provider in connection with the technical processing of cashless payments between the merchant, the end customers, and the payment service providers. Pay-Jet does not provide payment services itself. For all payment methods, Pay-Jet is not responsible for the accuracy of the content of the transmitted information, but solely for the unchanged and correct forwarding of the received authorization information.
The platform is made available for temporary use at the agreed fee in accordance with the fee agreement. The platform runs on servers under the control of Pay-Jet. Access to the platform is provided via Remote Desktop Protocol (RDP) or via a browser. The exact nature and scope of the platform's functionalities are set out in the respective Pay-Jet service descriptions and the service contract.
General technical changes, changes in legal or contractual conditions, or other requirements at Pay-Jet (provided these constitute a valid reason for change), at the merchant, or at third parties (card organizations, payment service providers, etc.) that affect the interface or the upstream system may necessitate changes, adjustments, or reprogramming for the merchant. If Pay-Jet provides such services, the merchant shall bear the necessary expenses, provided and to the extent that these are attributable to the merchant and/or third-party requirements that are necessarily related to the performance of Pay-Jet's services for the merchant.
4.2.2 Provision of services by third parties
Pay-Jet is entitled to engage third parties to provide its services without the merchant's consent.
4.2.3 Cooperation obligations of the merchant, prerequisites for using the platform
The merchant shall provide all reasonable support services free of charge to the extent necessary for Pay-Jet to perform its contractually owed services.
The Merchant's cooperation obligations include, in particular, providing information, cooperating during test runs, and, if necessary, granting access to the Merchant's business premises and IT systems, insofar as this is required for Pay-Jet to provide its services properly. Furthermore, the Merchant shall establish the necessary technical requirements (such as a suitable shop system, internet connections, and any required hardware and software). In particular, the Merchant shall keep its systems that communicate with the platform or receive, forward, or process data via the platform up to date at all times (including update and patch levels) and effectively protect these systems against unauthorized access through appropriate technical and organizational measures (e.g., access and entry control measures, including firewalls and virus protection). The Merchant undertakes to provide all information necessary for the technical processing of payments (if applicable, directly via the platform) or to communicate it upon request.
The Merchant must also fulfill the cooperation obligations and meet the requirements arising from its contracts with third-party providers (e.g., payment service providers).
The Merchant is obligated to acknowledge and comply with the security regulations of the PCI-DSS standard (Payment Card Industry Data Security Standard: www.pcisecuritystandards.org), which is also available on the websites of Visa or MasterCard, among others.
The Merchant shall also keep itself informed about the payment and transaction terms of the payment service providers it has selected and shall observe all procedures for processing transactions in third-party contracts, which it concludes and executes with the respective payment service provider at its own responsibility. Pay-Jet cannot influence the contractual relationship, the payment process, or the information transmitted during these processes. The Merchant is solely responsible for the conclusion and execution of these contracts as well as for the proper fulfillment and creation of any necessary prerequisites for them.
If the Merchant fails to provide the required cooperation or does not do so properly, and Pay-Jet is consequently hindered in the provision of its services, Pay-Jet shall not be responsible for any resulting service disruptions. If this leads to damages, expenses, or other losses and disadvantages for Pay-Jet, the Merchant shall bear all associated costs, provided these were necessary and reasonable and Pay-Jet is not at fault. Insofar as the parties have agreed on delivery dates or deadlines, these shall be extended by a reasonable period plus an appropriate lead time. Otherwise, Pay-Jet is entitled to its statutory rights.
4.2.4 Monitoring obligations regarding transaction data; fraud prevention measures
The platform offers the Merchant various options for monitoring transaction data via access to the platform backend system, which allows the Merchant to check the conformity of its transactions (e.g., payments) technically transmitted via the platform with its own system data.
The Merchant undertakes to establish suitable procedures for monitoring its transaction data and to use them regularly, at least on a monthly basis. It is liable for any damage resulting from the inadequate fulfillment of its monitoring obligations. The Merchant acknowledges that inadequate monitoring of transaction data can also cause damage to third parties (e.g., payment service providers).
The Merchant further undertakes to transmit to Pay-Jet all data necessary for the execution of the contract correctly and in a processable format, and to document all malfunctions, defects, or other impairments with a sufficiently detailed description, including their impact, and to notify Pay-Jet thereof immediately in writing or in text form.
Pay-Jet is entitled, but not obligated, to use its own tools or tools provided by third parties (e.g., payment service providers) as part of the technical processing of transactions (e.g., fraud prevention tools). Configuration is carried out at Pay-Jet's reasonable discretion, taking into account the Merchant's risk profile. Pay-Jet does not guarantee any specific detection rate. The Merchant bears the risk that individual transactions may be incorrectly declined or approved. The Merchant shall indemnify Pay-Jet against claims resulting from such erroneous decisions, provided Pay-Jet has not acted with intent or gross negligence.
4.2.5 Customer Account, Handling of Access Credentials, and Further Obligations of the Merchant
Use of the platform requires the Merchant to register. Upon conclusion of the contract, Pay-Jet will set up a customer account for the respective user ("Customer Account").
The Merchant must provide all registration details completely and truthfully and must comply with the information and notification obligations as set out in Section 5 of these Terms and Conditions. The Merchant must provide the data and documents required for the performance of the contract accurately and in a processable format, or upload them to the platform.
Usage and access authorizations, as well as identification and authentication security measures assigned to the Merchant or its users, must be protected against unauthorized access by third parties and may not be shared with unauthorized users.
The Merchant must refrain from any attempts, whether personally or through unauthorized third parties, to access information or data without authorization, to interfere or cause interference with software operated by Pay-Jet, or to gain unauthorized access to Pay-Jet's data networks.
The Merchant warrants that it will implement appropriate security measures in line with current technological standards (in particular, up-to-date anti-virus software) to protect its IT systems from malware. In particular, the Merchant is obligated to scan all content it intends to upload to the software for viruses and other malware beforehand.
The Merchant must download and back up its data stored in the system at regular intervals, at least once a week, from the Pay-Jet system. This also applies at the time of contract termination, as it cannot be guaranteed that the Merchant will be able to access its data thereafter. Unless expressly agreed otherwise, Pay-Jet does not assume any responsibility for data backup, data recovery, or other support services for the Merchant. If Pay-Jet is required to provide additional backup or support services because the Merchant lacks sufficient knowledge in handling the systems and tools required for transaction processing, the Merchant shall compensate Pay-Jet accordingly for these services.
The Merchant undertakes to inform authorized users within its company about the provisions of Section 4.2.5 of these Terms and Conditions and to obligate them to comply with these provisions as well.
If the Merchant fails to fulfill any of the obligations set out in Section 4.2.5 even after a reminder and the expiration of a five-business-day grace period, or if Pay-Jet determines that content uploaded by the Merchant to the software contains malware, Pay-Jet is entitled to take necessary and appropriate measures to prevent further violations and to protect its legitimate interests, taking into account in particular the nature, severity, duration, and frequency of the violation, any fault on the part of the Merchant, and the legitimate interests of the Merchant. In the event of serious violations, Pay-Jet is entitled to block the Merchant's access to the software. Access will only be restored once the violation of the relevant obligation has been permanently remedied. The Merchant shall reimburse Pay-Jet for any costs and expenses incurred as a result, provided these were necessary and not attributable to any fault on the part of Pay-Jet.
4.2.6 Usage Rights to the Software
Unless otherwise agreed, Pay-Jet grants the Merchant a simple, non-exclusive, non-transferable, and non-sublicensable right, limited to the duration of the service contract, to access the platform and the Pay-Jet interface for the selected product at the agreed fee and to use the platform to the contractually defined extent. The right of use does not include any ownership rights and does not grant the Merchant any rights to the software or the platform itself, the IT infrastructure provided, the source code, or any decompiled software. The interface may only be used by the Merchant itself and not by third parties.
The right of use granted to the VU extends to any improvements or further developments of the software to the extent regulated in the preceding paragraphs (cf. Section 7 of the GTC). The mandatory rights under Sections 69c to 69e of the German Copyright Act (UrhG) remain unaffected. Section 540 (1) sentence 2 of the German Civil Code (BGB) shall not apply.
The VU is not entitled to use the platform beyond the scope permitted under this agreement, to allow third parties to use it, or to make it accessible to third parties. In particular, the VU is not permitted to reproduce, modify, sell, or temporarily transfer the software or parts thereof, especially by renting or leasing it. Corresponding copyright notices from Pay-Jet or third parties must not be altered or removed.
Pay-Jet is entitled to implement reasonable technical measures to protect the platform against non-contractual use. In doing so, Pay-Jet will ensure that the contractual use of the platform is not impaired more than insignificantly.
4.7 Contractual Penalty
If the VU culpably enables unauthorized third parties to access the platform or intentionally uses the platform in breach of contract for its own or third-party purposes, Pay-Jet is entitled to demand a contractual penalty. The contractual penalty is up to 5,000 EUR per violation. Pay-Jet shall determine the specific amount at its reasonable discretion; in the event of a dispute, this is subject to review by the competent court. The right to claim further damages remains reserved; any forfeited contractual penalty will be credited against claims for damages. In such cases, Pay-Jet reserves the right to temporarily or permanently block access to the platform and to terminate the contract for cause.
In the event of unauthorized transfer of use, the VU must, upon request, immediately provide Pay-Jet with all information available to it for the assertion of claims arising from the breach of contract, in particular by disclosing the name and address of the unauthorized user, provided that the VU does not commit a legal violation by doing so.
4.2.8 System Availability of the Platform
The system availability is at least 99% on an annual average within Pay-Jet's sphere of influence. Circumstances arising in connection with maintenance, servicing for optimization and performance enhancement, as well as the rectification of faults for which Pay-Jet is not responsible (in particular faults/failures of third-party systems or networks that are not vicarious agents of Pay-Jet or otherwise within Pay-Jet's sphere of responsibility) and failures due to force majeure do not fall under the availability guarantee, and the VU must accept any resulting downtime.
Availability is calculated according to the following formula:
Downtime H 100
Availability in percent L 100 F 1 Operating time in hours per year
The merchant must notify Pay-Jet immediately upon becoming aware of any system availability disruptions by sending an email to support@pay-jet.de . Before reporting a disruption, the merchant must, to a reasonable extent, verify whether the cause of the disruption lies within their own area of responsibility.
4.3. Service interruptions
Pay-Jet is entitled to interrupt or limit the duration of its services if:
- this is reasonably necessary to perform maintenance work for the purpose of maintaining or restoring services;
- this is required due to legal or regulatory orders;
- the merchant has breached essential contractual obligations; or
- there is a justified suspicion of money laundering or terrorist financing.
5. Further merchant obligations
5.1 Provision of required information
The Merchant is obligated to provide Pay-Jet with all information required for the provision of Pay-Jet's services or for the fulfillment of essential requirements, at its own expense and in full, both at the time of contract conclusion and throughout the entire term of the contract, at any time and without being prompted. Furthermore, the Merchant must immediately notify Pay-Jet in writing or in text form of any changes to this information. In addition, the Merchant must provide written or text-form confirmation within four weeks of a corresponding request from Pay-Jet, stating
whether the information provided by the Merchant is still current. The aforementioned obligations apply in particular to the following information:
a) Legal form, company name, commercial register number, VAT identification number, and creditor ID of the Merchant
b) Postal address, email addresses, or other contact details
c) Bank details and account ownership of the Merchant
d) Business purpose, industry, and product range of the Merchant
e) Details of the Merchant's authorized representatives who are permitted to act on its behalf with Pay-Jet
f) Information and data regarding the Merchant's officers and beneficial owners as defined by Section 3 of the German Money Laundering Act (GwG)
g) Notification of any sale or other change of ownership, as well as the cessation of business operations by the Merchant
h) Filing for insolvency and the opening of insolvency proceedings regarding the Merchant's assets
i) Location per POS terminal.
5.2 Notification obligation
The merchant is required to notify Pay-Jet in writing or in text form immediately, and no later than within two business days, of any malfunctions, defects, or damage to operations or equipment, as well as any assertion of rights by third parties.
5.3 Inspection of POS terminals for integrity and reporting of suspected tampering
The merchant is required to regularly inspect the POS terminals they use for integrity and signs of attempted tampering. The merchant is required to regularly check the POS terminals for integrity, particularly regarding the attached security seals, and for any signs of attempted tampering. If the merchant has any indication that a POS terminal they use has been tampered with, stolen, destroyed, disposed of, or is otherwise no longer available to the merchant, they must notify Pay-Jet of this immediately in writing or in text form. Such indications exist in particular in the event of actual or attempted break-ins at the merchant's business premises, even if no externally visible interference with the POS terminal has occurred.
5.4 Disposal
When disposing of a POS terminal, the merchant must ensure and document that all data on the POS terminal is deleted and that all outer shells (or housings) of the POS terminal are rendered unusable.
5.5 End-of-day settlement
The merchant is required to perform the "end-of-day settlement" function at least once a week for each POS terminal through which transaction data has been transmitted. Terminals managed via the Pay-Jet platform are exempt from this.
5.6 Compliance with legal requirements, cooperation obligations
The Merchant undertakes to comply with all legal requirements applicable to it and its business activities. The Merchant also ensures that all specifications and requirements of the respective payment service provider (e.g., acquirer) and/or other third parties (e.g., card schemes) are observed and adhered to, and that changes are implemented on an ongoing basis, provided they have been communicated to the Merchant by Pay-Jet or its payment service provider and the Merchant's cooperation is required. The Merchant undertakes to support Pay-Jet to the extent necessary in fulfilling all requirements and specifications to which Pay-Jet is subject vis-à-vis the payment service providers (e.g., acquirers), card schemes, or other third parties involved in connection with the performance of Pay-Jet's services.
6. Remuneration, Invoicing, Exclusion Period, Securities
6.1 Remuneration
The remuneration to be paid by the Merchant to Pay-Jet for the services provided, as well as claims for reimbursement of expenses, are based on the fees agreed between Pay-Jet and the Merchant in accordance with the Fee Schedule annex, unless otherwise agreed. All fees are net prices in EUR plus VAT, unless otherwise agreed. The Fee Schedule annex is an integral part of the contract.
The Merchant shall reimburse Pay-Jet for all expenses incurred by Pay-Jet in the presumed interest of the Merchant and for the proper performance of the contract, provided these were necessary and reasonable and not caused by any fault of Pay-Jet. This includes, in particular, expenses resulting from adjustments to software or hardware provided to the Merchant by Pay-Jet under the contract, which become necessary due to changed requirements of the banking industry, acquirers, or card schemes. Expenses include, in particular, penalties or third-party fees (e.g., card schemes, payment service providers) insofar as these have arisen in connection with the performance of the contract and were directly triggered by a breach of duty by the Merchant. Pay-Jet will provide proof of expenses to the Merchant upon request. The Merchant must observe the specifications and requirements communicated by its engaged payment service provider (e.g., acquirer).
6.2 Adjustment of Remuneration
Pay-Jet is entitled to increase or decrease the fees with future effect if and to the extent that the costs relevant to the provision of services (in particular personnel, energy, data center costs, fees of payment service providers and card schemes) demonstrably change after the conclusion of the contract. An increase may not exceed the total percentage cost increase. Changes to fees will be offered to the Merchant in text form at least two months before the proposed effective date. The Merchant may object to the changes in writing before this date. In the event of an objection, both parties are entitled to terminate the contract with regard to the services affected by the fee change with two months' notice to the effective date of the change. If the Merchant does not object, the changes are deemed approved. Pay-Jet will inform the Merchant accordingly of this deemed consent. An increase in remuneration within six months after the conclusion of the contract is excluded.
6.3 Retention and Disbursement
The Merchant agrees that claims by Pay-Jet, which have arisen in particular in connection with the technical processing of transactions, can be satisfied either through direct payment by the Merchant to Pay-Jet itself or—based on separate agreements between the Merchant and its payment service provider (in particular the acquirer)—by the Merchant's payment service provider retaining the fees due to Pay-Jet from the payout claims the Merchant has against its payment service provider and disbursing them to Pay-Jet in the corresponding amount.
The Merchant undertakes to comply with the requirements of the payment service provider and to issue and maintain the necessary declarations (in particular collection and disbursement instructions) to the payment service provider. To the extent that the Merchant has issued the necessary declarations, Pay-Jet is entitled to provide the involved payment service provider with the information regarding Pay-Jet's fees necessary for the settlement and allocation of Pay-Jet's claims. Regardless of this, the Merchant's obligation to pay Pay-Jet's claims and Pay-Jet's right to enforce claims by other means remain unaffected.
6.4 Setup fees, third-party costs
In addition to the remuneration mentioned in section 6.1, one-time setup fees may apply depending on the product. Unless otherwise agreed, the setup fee is charged per location. The costs for the provision, installation, and operation, as well as any updates and upgrades of the POS terminals, and any connection fees, provisioning fees, and ongoing charges for lines, terminal equipment, and message exchange incurred in connection with Pay-Jet's services shall be borne by the merchant, unless otherwise agreed. Further third-party costs are not covered by Pay-Jet's contractual services and may be charged separately to the merchant by the respective third-party provider according to their rates.
6.5 Invoicing, due date, preclusion period
Unless otherwise agreed, Pay-Jet shall issue an invoice for the use of services for the respective contract period at the end of each month. Unless otherwise agreed, remuneration is due for payment upon receipt of the invoice by the merchant. The merchant agrees that Pay-Jet may issue invoices in electronic form (e.g., as a PDF document). The merchant must review invoices within six weeks of receipt and communicate any objections in writing. After this period, invoices are deemed accepted, unless they contain hidden errors that could not have been identified even with careful review within the period. Rights regarding proven manifest inaccuracies remain unaffected.
6.6 Collateral
Pay-Jet may demand the provision of standard bank collateral for all claims arising from the contract, even if the claims are conditional or time-limited. If Pay-Jet initially refrained, in whole or in part, from demanding the provision or increase of collateral when claims against the merchant arose, it may still demand collateral at a later date. This is subject to the condition that circumstances arise or become known that justify an increased risk assessment of the claims against the merchant. This may be the case, in particular, if the merchant's financial situation has deteriorated or threatens to deteriorate, or if the value of existing collateral has decreased or threatens to decrease. Pay-Jet's right to demand collateral does not apply if it has been expressly agreed that the merchant is not required to provide any collateral or is only required to provide specifically named collateral.
If third parties (e.g., payment service providers or card organizations) require Pay-Jet to provide collateral or establish reserves in connection with the technical processing of transactions, Pay-Jet is entitled to demand that the merchant provide reasonable standard bank collateral, to the extent and for as long as this is necessary to secure Pay-Jet against the contracts with these third parties. In such cases, Pay-Jet will inform the merchant accordingly.
7. Payment default; suspension of services
7.1 Payment default
The VU shall be in default of payment without the need for a reminder if payment is not received by the VU within 14 days of receipt of the invoice.
7.2 Default interest
In the event of late payment or deferral, interest will be charged at a rate of 9 percentage points above the applicable base interest rate.
7.3 Default fee
The right to claim the default fee in accordance with Section 288 (5) of the German Civil Code (BGB) and any further damages resulting from default is expressly reserved. However, in such cases, the flat-rate fee and the default interest shall be credited against any further claims for damages.
7.4 Access blocking, right of retention
In the event of a significant payment default (at least 500 EUR) or a payment default involving more than two monthly invoices, Pay-Jet is entitled to block access to the services or exercise a right of retention. In such cases, the VU remains obligated to continue paying the time-based fees.
8. Improvements, further developments, service changes
8.1 Improvements, further developments
Unless otherwise agreed, Pay-Jet is entitled, but not obligated, to continuously improve and further develop the respective software and platform covered by the contract at its own discretion, as well as to adapt interfaces, provide a new version, or change or restrict the functions and features of the interface. This applies in particular to such further developments that are necessary to adapt the software to technical or scientific progress or to changes in legislation or case law.
8.2 Changes to Services
If Pay-Jet makes changes to the software or platform that result in significant changes to the services, the merchant will be notified accordingly in good time before the changes are implemented. If the merchant can prove that these changes result in disadvantages, the merchant has the right to terminate the contract for good cause. Termination must take place within two weeks of receiving notification of the further development/change in service.
9. Purchase of POS Terminals
The provisions of this Section 9 of the General Terms and Conditions apply insofar as the merchant purchases one or more POS terminals from Pay-Jet in accordance with the service agreement.
9.1 Retention of Title, Obligations of the Merchant
Pay-Jet retains ownership of the delivered POS terminals (including any replacement deliveries) until the purchase price has been paid in full. In the event of a breach of contract, Pay-Jet may demand the return of the POS terminals. Prior to the transfer of ownership, the merchant is not entitled to pledge, sell, or otherwise encumber the POS terminals. In the event of seizure of the POS terminals by third parties or other third-party interference, the merchant must point out Pay-Jet's ownership and notify Pay-Jet immediately in writing or in text form so that ownership rights can be enforced. Until ownership is transferred, the merchant is obliged to treat the POS terminals with standard commercial care. Upon termination of the contract, the merchant undertakes to delete all data stored on the POS terminals and to render the software stored thereon unusable.
9.2 Claims for Defects
9.2.1 Warranty
The merchant's rights in the event of material defects and defects of title are governed by statutory provisions, unless otherwise stipulated in the service agreement and/or below, and/or unless additional depot maintenance services have been agreed upon.
9.2.2. Duty to inspect and notify
Upon receipt, the Merchant must inspect the POS terminals in the ordinary course of business to ensure they are complete, free of obvious damage, consistent with the delivery note and invoice, and fully functional. Any defects or errors must be reported in writing immediately, and no later than 7 business days after receipt. If the Merchant fails to provide such notice or fails to do so in a timely manner, the POS terminals shall be deemed to have been delivered in good order and complete, and any warranty for defects shall be excluded. If a defect is discovered later ("hidden defect"), the Merchant must notify Pay-Jet in writing immediately, and no later than 7 business days after discovery; otherwise, the POS terminals shall be deemed approved even with respect to this defect, provided the defect would have been discoverable upon proper inspection. Rights regarding defects concealed with intent to deceive remain unaffected.
9.2.3. Subsequent performance
Should defects occur in the POS terminals, the Merchant shall provide the information necessary for troubleshooting and assist in the error analysis. Pay-Jet will examine the reported defect and immediately initiate the necessary steps for rectification (subsequent performance). Pay-Jet may choose whether to provide subsequent performance by remedying the defect (repair) or by delivering a defect-free item (replacement). The right to refuse subsequent performance under statutory
conditions remains unaffected. If two attempts at repair or replacement fail, the Merchant may, at its discretion, reduce the purchase price or withdraw from the contract with respect to the affected POS terminal.
9.2.4. Return of defective POS terminals
The Merchant is required to send the defective POS terminal to Pay-Jet, appropriately insured, within 10 business days of reporting the defect. Upon receipt, Pay-Jet will review the warranty claims and begin subsequent performance. Pay-Jet will cover the costs of the return shipment, provided the Merchant is entitled to a warranty claim. If a POS terminal is exchanged for an equivalent device as part of depot maintenance, ownership of the defective POS terminal shall pass to Pay-Jet. Pay-Jet may charge the Merchant a fee for services performed outside of the warranty.
9.3 Transfer of risk, delivery dates
The risk of loss passes to the Merchant upon handover of the POS terminals to the third party commissioned with the shipment at the Merchant's request. Pay-Jet may deliver the POS terminals for an order at the same time or at different times. Dates and deadlines stated by Pay-Jet are non-binding unless otherwise expressly agreed in writing. All delivery dates are subject to correct and timely supply to us by our own suppliers.
10. Rental of POS terminals
The provisions of this Section 10 of the Terms and Conditions apply insofar as the Merchant rents one or more POS terminals from Pay-Jet in accordance with the Service Agreement. The calculation of the agreed rent begins on the date specified in the Service Agreement.
10.1 Ownership, duty of care, and subletting
The rented POS terminals remain the property of Pay-Jet. The Merchant is obligated to handle the POS terminals with care and for their intended purpose. The Merchant is not entitled to transfer POS terminals provided for rent by Pay-Jet to third parties or to grant third parties any rights to them. In particular, the Merchant is not entitled to sublet or lend the POS terminals. Section 540 (1) sentence 2 of the German Civil Code (BGB) does not apply.
10.2 Defects
10.2.1 Warranty
The statutory provisions apply to the Merchant's rights in the event of material defects and defects of title, unless otherwise stipulated in the Service Agreement and/or below, and/or unless additional depot maintenance services have been agreed upon.
10.2.2 Maintenance and repair work
After a period of twelve (12) months from the transfer of risk, the Merchant shall carry out the necessary maintenance and repair work on the respective POS terminal during the remaining term of the individual rental agreement in order to maintain the operational readiness of the POS terminal ("Maintenance"), provided that no depot maintenance has been agreed.
10.2.3 Return of defective POS terminals
The Merchant is obligated to send the defective POS terminal to Pay-Jet, appropriately insured, within a period of 10 business days after reporting the defect. Upon receipt, Pay-Jet will examine the warranty claims and begin with the subsequent performance. Pay-Jet will cover the costs of the return shipment provided that the Merchant is entitled to a warranty claim.
10.3 Return of Leased Equipment, Compensation
Upon termination of the rental agreement, the Merchant must return the rented POS terminals to Pay-Jet within 10 business days, unsolicited, clean, securely packaged, and appropriately insured at their own expense. The Merchant bears the risk of accidental loss or damage during transport. If the rented POS terminals are not received by Pay-Jet despite a reasonable grace period, the Merchant is obligated to pay the replacement value of the respective POS terminal.
11. Term, Termination, Compensation
11.1 Ordinary Termination
The contract is subject to the minimum terms agreed upon in the service agreement for the individual services. Unless otherwise agreed, a minimum term of 48 months applies to all Pay-Jet services. The service agreement may be terminated for the first time with respect to the respective service by giving three months' notice to the end of the minimum term agreed upon in the respective service agreement. If the service agreement is not terminated by then, it shall be extended by a further 12 months and may be terminated by either party with three months' notice to the end of a calendar year, unless otherwise agreed. Termination may be limited to individual services or individual products ("partial termination").
11.2 Extraordinary Termination
The parties have the right to terminate the contract for good cause at any time without notice.
Good cause for the Merchant exists in particular if the Merchant ceases business operations. If the Merchant terminates the contract for a good cause within their sphere of risk (in particular, permanent cessation of business), Pay-Jet is entitled to demand reasonable compensation. As liquidated damages, this corresponds to the fees that would have been earned until the end of the agreed minimum term, minus saved expenses and any amounts Pay-Jet actually earns or maliciously fails to earn through other use of the freed-up capacities. The compensation is calculated based on the average monthly fee of the twelve contract months preceding the termination. The Merchant reserves the right to prove that no damage occurred or that the damage is significantly lower.
Good cause entitling Pay-Jet to extraordinary termination exists in particular if:
– the merchant has failed to fully meet its payment obligations under the contract for at least two consecutive months and is in arrears with a significant portion of the amount;
– insolvency or composition proceedings have been initiated against the merchant's assets, or the initiation of such proceedings has been refused due to a lack of assets;
– the merchant breaches a material contractual obligation;
– the merchant has culpably provided false information about its company or the services it offers, or violates legal requirements applicable to the merchant;
– there is a reasonable suspicion of misuse or non-contractual use of Pay-Jet services;
– a regulatory permit, which was not already required at the time of contract conclusion, becomes necessary for a Pay-Jet service;
– the continuation of the contractually agreed services is prohibited by BaFin or another competent supervisory authority, or such a prohibition is announced;
– material requirements change, the implementation of which is only possible for Pay-Jet at economically disproportionate costs; or
– it turns out that the merchant is pursuing an illegal and/or reputation-damaging business purpose, and as a result, it is unreasonable for Pay-Jet to continue the contract.
11.3 Notice of termination
Any termination must be made in text form (e.g., email) to be effective.
11.4 Compensation
In the event of contract termination initiated by the merchant prior to the commissioning of POS terminals, Pay-Jet will charge the merchant an expense allowance of EUR 50 per POS terminal.
12. Liability of Pay-Jet
12.1 Liability of Pay-Jet
Pay-Jet is fully liable to the Merchant for intent and gross negligence. For breaches of duty caused by simple negligence, Pay-Jet is only liable:
– for damages resulting from injury to life, body, or health;
– for damages resulting from the breach of obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the Merchant may regularly rely (cardinal obligations); and
– for claims under the Product Liability Act or other mandatory statutory liability provisions.
In the event of simple negligence, Pay-Jet's liability for breaches of cardinal obligations is limited to the foreseeable damage typical for this type of contract; this is capped at 10,000 EUR per claim and per contract year. Liability for loss of profit and other indirect damages is excluded, unless these are damages typically expected as a result of the temporary unavailability of the systems. This does not affect claims arising from intent, gross negligence, injury to life, body, or health, or under the Product Liability Act.
Pay-Jet is not liable for damages caused by interruptions or restrictions due to necessary maintenance work, force majeure, riots, war, natural disasters, direct terrorist acts, or other events beyond its control (e.g., strikes, power outages, or disruptions to telecommunications networks).
Liability for data loss is in any case limited to the costs that would have been incurred by the Merchant had they performed regular data backups.
To the extent that Pay-Jet's liability is limited by the provisions of these Terms and Conditions, this also applies to the personal liability of its employees, staff, representatives, and vicarious agents. Section 254 of the German Civil Code (contributory negligence) remains unaffected.
12.2 Liability of the Merchant, Indemnification
The Merchant is fully liable for any culpable breach of duty.
If Pay-Jet suffers damage because it is exposed to a liability due to a culpable breach of duty by the Merchant (e.g., from contractual penalties or other fines imposed by an acquirer or card organizations), the Merchant shall indemnify Pay-Jet against this liability in accordance with Section 257 of the German Civil Code (BGB). Furthermore, in such cases, the Merchant shall reimburse Pay-Jet for reasonable legal consulting costs.
13. Data Protection; Confidentiality
13.1 Data Protection
13.1.1 To the extent that personal data is transmitted to Pay-Jet, Pay-Jet undertakes to use it exclusively for the purpose of performing the contract. For specific questions regarding data protection, please contact Datenschutz@Pay-Jet.de. Pay-Jet's data protection practices are in compliance with all applicable data protection regulations, such as the General Data Protection Regulation (EU) 2016/679 (GDPR), the Federal Data Protection Act (BDSG), and the Digital Services Act (DDG). All information regarding the collection, processing, and use of user personal data can be found in the Privacy Policy. The Merchant is the "controller" of customer data within the meaning of the GDPR and is therefore responsible for compliance with all statutory data protection provisions arising from the GDPR and other data protection laws applicable to the Merchant.
13.1.2 As the "controller" under the GDPR, the Merchant is obligated to fulfill statutory transparency requirements toward data subjects and, where necessary, to obtain required data protection consents (e.g., in the case of credit checks with credit agencies) from its customers.
13.2 Confidentiality
13.2.1 The parties agree to maintain confidentiality regarding confidential information. This obligation continues after the termination of the contract. Confidential information includes, in particular, trade secrets within the meaning of Section 2 No. 1 of the Trade Secret Act (GeschGehG) and all records, documents, and information expressly marked as confidential, as well as the offer created individually for the Merchant and the contents of the contract.
13.2.2 Excluded from this obligation is any confidential information that:
- were demonstrably already known to the recipient at the time the contract was concluded or become known thereafter from a third party without violating any confidentiality agreement, statutory provisions, or official orders;
- were independently acquired by the recipient without violating any confidentiality agreement, statutory provisions, or official orders;
- are publicly known at the time the contract is concluded or become publicly known thereafter, provided this is not due to a breach of this contract or
- must be disclosed due to legal obligations, contractual obligations to payment service providers (e.g., acquirers), credit card or card organizations, the banking industry, or by order of a court or authority. To the extent permissible and possible, the recipient required to make the disclosure will notify the other party in advance and provide them with the opportunity to take action against the disclosure.
13.2.3 Actions permitted under Sections 3 and 5 of the German Trade Secret Act (GeschGehG) and excluded from confidentiality remain unaffected. Any separate non-disclosure agreement between the parties that may exist and deviate from this remains unaffected.
13.2.4 The receiving party is not permitted to pass on confidential information of the disclosing party to third parties. In this context, third parties are all natural persons, legal entities that are not affiliated with the receiving party under corporate law pursuant to Sections 15 et seq. of the German Stock Corporation Act (AktG), as well as their employees and authorized representatives.
14. Communication
To the extent legally permissible, communication between the merchant and the payment service providers commissioned by them (here: acquirers), insofar as it concerns the technical processing of services provided via Pay‑Jet, shall generally take place via the provided platform, provided this is intended by the payment service provider (here: acquirer) and the merchant agrees to this. The merchant's consent may be given expressly or by using these communication channels. The merchant's statutory rights to contact their payment service provider directly remain unaffected.
15. Limitation period
Contractual claims for damages by the Merchant against Pay-Jet—with the exception of those arising from injury to life, body, or health, intentional or grossly negligent conduct, or under the Product Liability Act—shall become time-barred within 18 months from the statutory commencement of the limitation period. Claims for defects by the Merchant regarding purchased POS terminals shall become time-barred within twelve months from the transfer of risk; this does not apply in cases of fraudulent concealment of a defect or in the cases mentioned in sentence 1. Mandatory statutory limitation periods that are longer remain unaffected. Statutory provisions governing a limitation period or preclusion period shorter than those specified above remain unaffected.
16. Final provisions
16.1 Text form
All amendments or supplements to these GTC and/or the service agreements must be made in text form (e.g., email) to be effective. This does not apply to consent to GTC amendments proposed by Pay-Jet, which the Merchant provides via an electronic button labeled "Agree to GTC amendments" or similar, provided by Pay-Jet in the electronic customer portal or via an individualized confirmation link sent to the Merchant by email. A prerequisite is that the Merchant can view and save the amended version of the GTC and/or the service agreement before clicking the consent button. Pay-Jet will subsequently confirm the Merchant's consent in text form, specifying the version of the GTC accepted and its intended effective date. In accordance with Section 312i (2) sentence 2 of the German Civil Code (BGB), the parties agree that Section 312i (1) sentence 1 nos. 1 to 3 and Section 312i (1) sentence 2 BGB shall not apply.
16.2 Set-off; Assignment
The Merchant may only set off claims against Pay-Jet if those claims are undisputed, legally established, or acknowledged in writing by Pay-Jet.
The Merchant may only assign claims arising from this agreement to third parties with the prior consent of Pay-Jet. This does not apply to monetary claims within the meaning of Section 354a of the German Commercial Code (HGB) against Pay-Jet; these may be assigned without consent. Pay-Jet may only refuse such assignment for objectively justified reasons.
16.3 Governing law
These GTC and/or the service agreements are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods and German private international law.
16.4 Jurisdiction
If the Customer is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction – including international jurisdiction – for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of Pay-Jet. The same applies if the Customer is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, Pay-Jet is also entitled in all cases to file suit at the place of performance for services in accordance with these GTC and/or the service agreement, or at the Customer's general place of jurisdiction. Mandatory statutory provisions, particularly regarding exclusive jurisdiction, remain unaffected.
16.5 Transferability of the contractual relationship
Pay-Jet is entitled to transfer rights and obligations arising from the contractual relationship to affiliated companies or legal successors. Pay-Jet will inform the Customer accordingly.
16.6 Severability clause
Should individual provisions of these GTC or the service agreement be or become invalid or unenforceable in whole or in part, the validity of the remainder of the agreement shall not be affected. The invalid provisions shall be replaced or supplemented by valid new provisions that come as close as possible to the economic purpose pursued by the parties. This applies accordingly to any gaps in the agreement. The validity of the GTC and the agreement as a whole shall not be affected. The same applies in the event of a regulatory gap.