Allgemeine Geschäftsbedingungen

These General Terms and Conditions (hereinafter "GTC") apply to the products and services agreed between the contractual partner and checksum AG (hereinafter "checksum") in the area of purchase, rental and operation of attended and unattended payment terminals including accessories (hereinafter "terminals").

These GTC form an integral part of the contract concluded. The agreed parts of the contract form an integral part of the contract for payment terminals concluded between the contractual partner and checksum.

2 Prices, taxes and terms of payment

The prices and fees for checksum's products and services are as set out in the parts of the contract.

Unless otherwise stated, the prices and fees for checksum's products and services set out in the contracts are exclusive of VAT, withholding tax and other levies. All taxes and duties that are incurred or may be incurred in the future in accordance with the legislation of the contractual partner's country on the services to be provided by checksum within the framework of the contracts shall be borne by the contractual partner. The contractual partner is in any case obliged to comply with the provisions applicable in its country in connection with indirect taxes, withholding taxes and other possible charges. Should third parties assert claims against the contractual partner or checksum, the contractual partner shall indemnify checksum in full.

Invoices are sent or made available to the contractual partner electronically (e.g. by email or via a platform provided by checksum as part of a service or as an e-bill, eBill or similar).

Unless otherwise agreed, the purchase price will be invoiced to the contractual partner after delivery of the terminals.

Unless otherwise agreed, rental fees are invoiced monthly or annually in advance, starting with the delivery of the terminals.

Unless otherwise agreed, recurring service fees are invoiced annually in advance (purchased terminals) or monthly in advance together with the rental fees (rental terminals). Services relating to the commissioning of the payment terminal will be invoiced immediately after they have been provided.

In the event of a change of terminal, service fees already paid will be offset pro rata against the new fee agreement. In the event of cancellation by the contractual partner, there is no entitlement to reimbursement of fees already paid.

Unless otherwise agreed, the recurring fees for the use of checksum will be invoiced annually or monthly in advance, starting after delivery of the terminals.

In the event of cancellation by the contractual partner, there is no entitlement to reimbursement of fees already paid.

The payment method agreed in the contract shall apply. The payment period is 30 days from the invoice date, after which the contractual partner will be in default without a reminder. checksum is entitled to demand a down payment or advance payment, the payment terms of which are agreed separately. The offsetting of claims of the contractual partner against checksum requires the prior written consent of checksum. checksum is entitled to offset claims against the contractual partner at any time.

In the event of default by the contractual partner, checksum is entitled to charge default interest of 10% p.a. on the invoice amount and to invoice the contractual partner for all reminder and collection charges. In addition, checksum reserves the right not to carry out any repair work on defective terminals, not to supply any materials, to cease the provision of services or to decommission the terminals affected by the default in payment after the reminder period has elapsed without success. The cost of restoring service readiness shall be borne by the contractual partner.

checksum is responsible for delivering the terminals to the location specified in the contract module. The risk of damage to and loss of the terminals is transferred to the contractual partner upon receipt of the terminals.

Any delivery dates stated in the contract module are only approximate and are not binding.

In the event of delays in delivery, checksum will inform the contractual partner immediately. If the terminals are not delivered within 3 months of the agreed delivery date due to checksum's fault, the contractual partner may withdraw from the contract in question. checksum rejects any liability in connection with delays in delivery caused by terminal manufacturers or other third parties.

The contractual partner must check the functionality and condition of the delivered terminals within 10 days of receipt and notify checksum in writing of any defects found within this period. If no notice of defects is given within this period, the terminals shall be deemed to have been accepted

The terminals remain the property of checksum until the purchase price has been paid in full. Until this time, the contractual partner may neither transfer the terminals to third parties nor sell or pledge them in any other way.

The contractual partner undertakes to accept purchased terminals within 3 months of conclusion of the contract. If the contractual partner defaults on acceptance, checksum may either

The contractual partner must notify checksum in writing within 10 days of any defects attributable to material or manufacturing faults, including defects relating to the terminal software, that occur within 12 months of delivery. For such defects, checksum will provide rectification or, if checksum prefers, a replacement delivery. The defects will be rectified exclusively at the location of checksum or its partner companies. The contractual partner shall take the necessary precautions to ensure that the terminals do not suffer any additional damage during transport to checksum. Replaced and returned parts become the property of checksum. Cancellation of the contract module or a price reduction are excluded. The warranty is limited to 12 months from delivery and is cancelled to the extent that the defects are the fault of the contractual partner, for example due to improper installation, incorrect operation, opening the terminals or carrying out modifications or repairs independently. The warranty is also cancelled for purchased terminals that were previously rented by the contractual partner.

During the rental period, checksum will provide the contractual partner with terminals that are in perfect working order, technologically up-to-date and comply with safety regulations. checksum reserves the right to replace a rented terminal with another, equivalent one at any time. The terminals may only be used for their intended purpose. The contractual partner must treat the terminals with all due care and operate them in accordance with checksum's operating instructions. The contractual partner may only connect additional devices and change the location of the terminals with the prior written consent of checksum.

The rented terminals remain the property of checksum at all times. Any transfer of the terminals to third parties or subletting requires the prior written consent of checksum. In such cases, the contractual partner remains liable for any misuse or damage,

checksum grants the contractual partner a non-exclusive right to use the terminal software, interface software and app (hereinafter jointly referred to as "software") for the duration of the contract. The right of use may only be transferred to affiliated companies of the contractual partner or third parties with the prior written consent of checksum become.

All components of the software are copyrighted works and may only be used for their intended purpose. Any interference with the software is prohibited. In the event of violations of the provisions in this section, all rights of use shall lapse.

The acquisition, operation and maintenance of an infrastructure suitable for the operation of the terminals, as well as the security precautions against misuse of the infrastructure, are the full responsibility of the contractual partner. All costs for changes to the infrastructure shall be borne by the contractual partner.

The contractual partner must train its personnel in the correct handling and use of the terminals at appropriate intervals, in particular when they are put into operation. Furthermore, it must take appropriate measures to ensure that unauthorised third parties cannot gain access to the terminals and that no manipulation of the terminals is possible. This is particularly to prevent

In order to ensure that no skimming devices are attached to the terminals, the contractual partner must carry out a daily visual check. In exceptional cases, such as a significant increase in terminal manipulation generally observed in the market or at the contractual partner, checksum reserves the right to require the contractual partner to increase the inspection interval.

In particular, password protection on the mobile device and the careful handling of personal login data (hereinafter "login data") for the use of checksum services are among the measures to be taken. The contractual partner is responsible for ensuring that the login data is adequately protected against access by unauthorised third parties. In addition, he must regularly renew the passwords. Anyone who identifies themselves to checksum using the login data is deemed to be authorised by the contractual partner to use the checksum services. checksum only checks the login data; no further legitimisation checks are carried out. The contractual partner is liable for all actions carried out by third parties using the login data in the same way as for his own actions.

If suspicious or unknown devices installed at the terminals are discovered or if there is reason to fear that unauthorised third parties have gained knowledge of the login data, the contractual partner must inform checksum immediately. In such a case, payments may no longer be processed via the affected terminals with immediate effect.

In order to guarantee the receipt of software updates, the contractual partner shall ensure that the terminals are supplied with power 24 hours a day and have open communication connections. It should be noted that no software updates can be received by the terminals in transaction processing mode.

In order to ensure smooth operation and compliance with security regulations, the contractual partner is obliged to carry out software updates within the deadlines set by checksum. If this obligation is disregarded, checksum is entitled to discontinue the provision of services. checksum reserves the right to adapt the software or carry out maintenance work at its own discretion. If this results in adjustments to the infrastructure, the contractual partner must carry these out at its own expense in accordance with checksum's instructions.

For security reasons, terminals reported as stolen will be permanently deactivated by checksum. Permanent deactivation is carried out at the written request of the contractual partner and cannot be cancelled. Terminals that are no longer used or deactivated must be returned to checksum for proper disposal.

In the event of changes on the part of the contractual partner (e.g. with regard to legal form, address or terminal location), the contractual partner must inform checksum immediately in writing. checksum is entitled to invoice the contractual partner for the expenses incurred as a result of the changes.

The contractual partner is obliged to conclude corresponding service packages in the contract modules for the commissioning and maintenance of the operation of the terminals. The service obligation also applies to any terminals taken into stock by the contractual partner as replacement equipment. The operating times for the provision of services are set out in the contract.

checksum carries out all configurations necessary for the operation of the terminals in the systems. Further commissioning services are provided as agreed in the contract.

checksum ensures the connection of the terminals to the domestic and international payment systems.

checksum offers telephone support at the times and in the languages listed in the service overview. The hotline supports the contractual partner in operating the terminal and in rectifying technical faults.

checksum rectifies faults and defects in the terminals during the term of the contract as part of the agreed service packages. If faults or defects occur at the terminals, the contractual partner must report these immediately to the hotline, via the ticket system or by e-mail to checksum. If these requirements are not met, all resulting costs will be borne by the contractual partner. It is at the sole discretion of checksum to decide whether defective parts can be replaced or whether the terminal needs to be replaced. It is also at the discretion of checksum whether the version of software used needs to be replaced or whether a workaround (a solution that enables the software to continue operating in the event of a fault) is used. The following services are not covered by the service packages and will be invoiced to the contractual partner at cost (according to a separate price list):

8.4.2 Troubleshooting through package maintenance

The contractual partner reports defective terminals to checksum for troubleshooting. checksum immediately triggers the delivery of a replacement device, which is usually on site the very next business day. The contractual partner is obliged to return the defective terminal to checksum immediately (within a maximum of 5 days) with the enclosed terminal return form. Contractual partner. The contractual partner shall take the necessary precautions to ensure that the terminals do not suffer any additional damage during transport to checksum.

If the delivery is made by checksum, the SIM cards may only be used together with the terminals intended for this purpose and remain the property of checksum at all times. The corresponding fees are specified in the contract module. If a new terminal is purchased or rented, the costs for activating the new SIM card are to be borne by the contractual partner.

checksum has the right to deactivate SIM cards immediately without prior notice in the event of misuse, suspected misuse, payment arrears or for security reasons. All costs for the reactivation of a SIM card that has been blocked due to misuse or payment arrears will be borne by the contract partner. checksum also reserves the right to reclaim or deactivate SIM cards from the contractual partner with 60 days' notice and without giving reasons.

The procurement of a standard SIM card for the operation of 4G terminals is the responsibility of checksum. The contractual partner has no right to obtain a SIM card from checksum other than the standard SIM card.

As the SIM card is provided by checksum, its use by the contractual partner is linked to the existence of a service subscription or a rental. checksum accepts no liability in the event of faults or defects in the SIM card or in the event of insufficient or no network coverage or lack of roaming. The contractual partner is at liberty to obtain the SIM card from a mobile network operator of his choice. In this case, the relevant provisions of the mobile network operator shall apply. The contractual partner is obliged to clarify in advance whether the respective mobile network operator or its SIM cards are supported by checksum Terminals.

A SIM card provided by checksum may only be used together with the terminal provided for this purpose. The contractual partner is liable for any damage caused by misuse. For business reasons and with reasonable advance notice, checksum may reclaim or deactivate the SIM card from the contractual partner at any time. For security reasons and to protect the contractual partner, checksum is also authorised to deactivate individual services, namely roaming, or the entire service at any time and without prior notice.

checksum as data controller guarantees that the contractual partner personal data processed by checksum on its behalf for the purposes of these GTC will be processed in accordance with the applicable legislation.

Notwithstanding further statutory provisions and unless expressly agreed otherwise, the contractual partner is liable in particular for any damage caused by the contractual partner or by third parties engaged by the contractual partner as a result of checksum's inadequate performance of its obligations, in particular in the technical, organisational and administrative areas. In particular, checksum is entitled to pass on to the contractual partner any claims for damages caused by culpable breach of duty by the contractual partner or by third parties engaged by the contractual partner. The contractual partner indemnifies checksum in full against these claims and assumes these claims and any other case-related expenses. Unless expressly agreed otherwise, checksum or third parties engaged by it are liable in the event of intent or gross negligence in accordance with the statutory provisions. The liability of checksum for slight negligence is excluded in full.

The liability of the contracting parties for culpable injury to life, limb or health as well as statutory product liability shall remain unaffected.

The contractual partner is liable to checksum for all damage to the terminals or for their loss. In the event of loss or total loss, the contractual partner will be charged the new price of the terminals (according to the checksum sales price list valid at the time of the damage) and a processing fee.

Unless another form has been expressly agreed in the contract module, notifications shall be made in writing. Written form also includes notifications by electronic means (e.g. by email or via a platform provided by checksum as part of a service).

Amendments and additions to the contract modules, in particular to the GTC and the other integral components, must be made in writing in order to be valid. checksum reserves the right to amend and supplement the contract modules, in particular the GTC and the other integral components as well as the fees and terms of payment, at any time. The contractual partner will be notified in writing of these amendments or additions at least 30 days before they come into effect. If the contractual partner does not indicate its rejection of the notified amendments or additions in writing before the proposed date of entry into force of the amendments or additions, this shall be deemed to constitute consent to the amendments or additions.

The contractual relationship generally comes into force upon legally valid signature by the contractual partner. If the contract is concluded electronically, the contract comes into force when checksum sends the order or activation confirmation to the contractual partner.

The contract is concluded for an indefinite period, but for at least 1 month. At the end of this period, the contract shall be automatically renewed unless it has been terminated by one of the contracting parties. The right of the contractual partner to terminate the contract in accordance with clause 13 and the right of the contractual parties to terminate the contract immediately for good cause in accordance with clause 14.4 remain reserved. If checksum sells the previously rented terminals to the contractual partner, a separate contract will be concluded.

The contract can be cancelled by registered letter at the end of a month, subject to a notice period of 1 month. The cancellation of a contract does not result in the cancellation of any other existing contracts.

The contracting parties are authorised to terminate the contract with immediate effect at any time for good cause. Important reasons include in particular

Contractual partner; opening of insolvency proceedings against the assets of the contractual partner.

The extraordinary cancellation of contracts or parts of contracts entitles checksum to terminate all existing contracts immediately.

The obligations under Clauses 10 (Data processing and disclosure), 11 (Liability), 14.5 (Consequences of termination of contract), 15 (Confidentiality), 16.1 (Prohibition of assignment) and 16.4 (Applicable law and jurisdiction) shall continue to exist even after the termination of a contract; whereby the obligations under Clause 14.5.2 shall only continue to exist until they have been fulfilled by the contractual partner.

After termination of a contract, the contractual partner must return rented terminals and SIM cards at its own expense within 14 days to a location to be specified by checksum. As long as this has not been done, the contractual partner remains liable for any rental and service fees incurred, regardless of the date of cancellation. Damage to the terminals and SIM cards or their loss will be charged to the contractual partner.

The contracting parties mutually undertake to keep confidential the agreed conditions as well as all information, documents, data and process technologies which become known to them during the fulfilment of the contract and which are marked or recognisable as confidential and which are neither public nor generally accessible. This shall not prevent the contracting parties from disclosing confidential information if this is based on the exercise of mandatory statutory provisions.

Furthermore, the contractual partner allows checksum to evaluate anonymised data and make it available to the processing acquirer for analysis purposes.

The Contractual Partner may instruct checksum to obtain offers from one or more Acquirers or Payment Facilitators on behalf of the Contractual Partner. The order is placed electronically via the customer portal.

The customer authorises checksum to conduct negotiations with acquiring companies on his behalf, to make and receive legal declarations on his behalf and to do everything that checksum deems necessary or expedient for or in fulfilment of the contract.

checksum will conclude or agree new acquiring contracts or amendments to existing acquiring contracts in the customer's name with the customer's consent. checksum is expressly authorised, after consultation with the customer, to terminate existing acquiring agreements in the customer's name in respect of the applicable contract termination clauses.

Unless otherwise agreed in writing, the customer does not have to pay checksum a fee for the services provided. However, checksum is entitled to the customary brokerage income of the acquiring companies.

checksum undertakes to use the documents and information received from the customer confidentially and only for the purpose of fulfilling this contract. This obligation lasts indefinitely beyond the end of the contract.

An assignment of rights or obligations of the contractual partner vis-à-vis checksum is only permitted with the prior written consent of checksum.

checksum reserves the right to commission third parties to fulfil its contractual obligations at any time without having to notify the contractual partner. checksum is authorised to transfer the contract module to another group company. The contractual partner will be notified in an appropriate manner.

If a provision of the contract (including fees) is declared invalid, the remaining provisions shall remain unaffected and shall be interpreted as if the contract in question had been concluded without the invalid provision. The same applies to contractual loopholes.

All legal relationships derived from contracts and supplementary agreements between the contractual partner and checksum are subject to Swiss law. The exclusive place of jurisdiction is Zug.

The official and applicable version of the GTC is the one in the German language.

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