General Terms and Conditions

GTC for the purchase of payment terminals

1. Subject Matter of the Contract

PayTec AG, headquartered at Vogelsangstrasse 15, 8307 Effretikon (hereinafter referred to as “PayTec”), sells the terminals and associated accessories listed in the purchase agreement to the contracting party (hereinafter referred to as “CP”). Any agreements deviating from these terms require written confirmation. Declarations and agreements made verbally or in writing before the formal conclusion of the contract will only form part of the contract if expressly documented in writing within the contract. Services such as installation, development of specific software, or training are offered by PayTec under separately negotiated agreements and for an additional fee.

1.2. Prices, Delivery, and Payment Terms

All prices are stated in Swiss Francs and exclude VAT. Charges are calculated based on the prices specified in the contract or the current price list at the time of contract conclusion. Unless otherwise specified, the stated prices are for delivery from PayTec’s premises, excluding costs for installation or commissioning at the customer’s location. Costs for delivery, integration, and technical inspection of the equipment will be invoiced separately. Packaging, shipping methods, and routes are determined by PayTec unless specific requirements of the contracting party (CP) are outlined in the contract.

PayTec endeavors to meet agreed delivery times but cannot guarantee their absolute adherence. In case of delays, PayTec will promptly inform the CP. The CP is required to accept delivery. Any costs resulting from the CP’s failure to accept delivery, leading to re-delivery, will be borne entirely by the CP.

Invoices are issued following the dispatch of goods. PayTec may require a down payment or full advance payment. Invoices must be paid within 10 days of the invoice date without deductions. If this deadline is missed, the CP automatically defaults. A late fee of CHF 20.– and default interest of 5% per year will be charged in case of payment delays.

If the contracting party (CP) delays accepting the goods or defaults on payment, PayTec reserves the right to insist on contract fulfillment and hold the CP liable for any damages caused by the delay. PayTec may also claim default interest of 5% per year. Alternatively, PayTec has the right to terminate the contract, demand the return of the goods, and impose a contractual penalty of CHF 400.–. Additionally, all services provided up to that point will be invoiced based on actual costs.

After at least two written reminders, PayTec reserves the right to refer the case to a debt collection agency on a case-by-case basis. In this case, the appointed debt collection agency will charge a processing fee in accordance with the information on www.fairpay.ch.

1.2 Retention of Title

All goods delivered by PayTec remain the property of PayTec until full payment of the agreed purchase price is received. Until full payment is made, the CP is prohibited from selling, transferring, or pledging the goods to third parties. PayTec has the right to register the retention of title against the CP in the relevant official register and notify the landlord of the CP’s business premises about the retention of title. Ownership of the goods automatically transfers to the CP upon full payment of the purchase price.

1.3. Warranty

The CP is entitled to a twelve-month warranty on the equipment. Defects due to material or manufacturing errors that arise after delivery must be reported in writing to PayTec within the warranty period and within five days (support@paytec.ch). Defective goods will be repaired or replaced at PayTec’s discretion, with no claims by the CP for indirect or consequential damages such as lost profits, third-party claims, or data loss. Replaced parts become the property of PayTec and must be returned or handed over upon request. Warranty claims do not cover defects resulting from incorrect installation, improper operation, or tampering with the equipment. Consumable items, including batteries, are excluded from the warranty.

The CP is not entitled to on-site repairs of defects. The CP bears the costs for shipping defective equipment to PayTec, with the risk of damage or loss during transport resting with the CP. The CP is not entitled to a replacement device.

1.4. Intellectual Property Rights

The CP acknowledges that the devices’ software is copyright-protected and may only be used for the intended purpose as per the contract. Any alterations or modifications to the device software, as well as copying the software, are strictly prohibited.

2. Mandatory Fees

2.1. Mandatory Operational Fee

To maintain the operation of PayTec terminals, the customer must sign a service agreement, also known as a service subscription. This agreement ensures the proper functioning of the terminals and is subject to fees. The operational fee includes at least the operation of the terminal at PayTec’s ep2 service center, regular terminal software updates, and free support through the 1st Level Hotline. Additional services can be agreed upon based on the contract.

If the operational fee is not paid, PayTec reserves the right to deactivate the terminal.

2.2. Depot Maintenance

The “Depot Maintenance” service ensures the terminal’s functionality at the deployment site. This excludes issues caused by the CP’s network, improper handling, or external influences, such as third-party actions. Rectification of such issues can be arranged on a time and materials basis.For attended terminals, depot maintenance is included in certain service packages. (PayTec aims to replace the terminal within 48 hours). The scope and response times of depot maintenance depend on the service package agreed in the contract.

PayTec decides whether a terminal needs to be replaced. PayTec relies on the CP’s cooperation to make this decision.

Therefore, the following applies:

The CP is obliged to cooperate in terminal diagnostics and troubleshooting.
The CP must report all identifiable details of a fault and follow the technicians' instructions for problem analysis and troubleshooting to the best of their ability, ensuring effective fault resolution.
The CP must promptly dismantle defective devices and send them to a depot designated by PayTec.
The CP assumes responsibility for reassembling and properly commissioning the devices.
The CP must accept an appropriately trained and certified PayTec service partner for on-site service tasks.

Malfunctions can be reported via phone or online helpdesk, Monday to Friday, from 8:00 AM to 5:00 PM.

PayTec will provide a suitable replacement terminal, though it may not be the same model as the original device.

2.3. SIM Card for Terminal Purchase or Rental

Obtaining a SIM card for GPRS terminals is the CP’s responsibility. If PayTec provides a SIM card, its use requires a service subscription. PayTec is not liable for issues with the SIM card, such as defects, network coverage, or roaming problems. The CP must ensure compatibility with PayTec terminals before use.

A SIM card provided by PayTec may only be used with the designated terminal. PayTec reserves the right to deactivate or block the SIM card immediately in cases of misuse, suspicion of misuse, or payment arrears. Reactivation costs CHF 150.-, and the CP is liable for damages resulting from misuse. PayTec may request the return or deactivation of the SIM card with appropriate notice and may suspend services, including roaming, for security reasons or at its discretion.

2.4. Prices and Payment Terms

Operational fees and additional services are billed annually in advance. Invoices are due within 10 days. PayTec reserves the right to adjust prices with notice in line with the agreed termination terms. Uncovered support or maintenance services will be billed based on the current price list. PayTec may deactivate the terminal and/or terminate the service subscription without notice for payment defaults.

2.5. Liability of PayTec to the CP

PayTec is liable for direct damages caused by negligence, up to the value of one year’s Basic+ service package fee. Liability for indirect damages, such as lost profits, third-party claims, or data loss, is excluded.

2.6. Liability of the CP to PayTec

The CP is liable for damages caused by gross negligence or willful misconduct by themselves or their agents. This includes improper or negligent handling, unauthorized connections to third-party products, or interference from external devices, as well as associated claims from cardholders and authorization system operators.

The CP is also liable for damage, loss, or destruction of provided devices and must ensure appropriate insurance coverage for these risks.

2.7. Contract Duration and Termination

The service subscription contract begins upon signing and is concluded for an indefinite term. Either party may terminate it with one month’s notice at the end of a contractual year. PayTec reserves the right to terminate the service subscription without notice for breaches of these or other applicable terms. Fees already paid will not be refunded.

3. Final provisions

3.1. Acquirer Agreement for Mastercard and Visa

The CP agrees to exclusively use the acquirer arranged by PayTec for Mastercard and Visa products during the minimum term of the acquiring agreement. The agreement is always tied to a specific acquirer, and changes before the minimum term’s end are not permitted.

The minimum term is 36 months. Early acquirer changes incur a fee of CHF 300.- per terminal ID, and a new service agreement must be signed with PayTec for ep2 service center operation. PayTec may deactivate terminals or terminate the contract for non-compliance.

3.2. Mutations

The CP must inform PayTec in writing at least one month in advance of changes, such as changes in legal form, bank account, business name, or terminal location. Costs arising from such changes will be invoiced separately.

3.3. Contract Amendments

PayTec reserves the right to amend this contract at any time. Changes will be communicated in writing or another appropriate manner and are considered accepted unless the CP objects in writing within 30 days via registered mail.

3.4. Limitations

PayTec does not act as a payment service provider (acquirer) but mediates contracts for acquirers and assists the CP with completing and submitting acquiring contracts. PayTec has no influence on the acquirer’s processes, decisions, or services. Dissatisfaction with the acquirer does not affect contracts between PayTec and the CP or constitute grounds for termination.

3.5. Responsibilities of the CP

The CP must ensure a stable and modern network is available at the terminal site. Issues caused by the CP’s network or public networks must be resolved by the CP or their service providers. PayTec offers no services for such issues.

The CP is responsible for ensuring their network supports PayTec terminals. Network-related faults do not affect existing contracts or justify termination. The CP must cooperate with terminal diagnostics and troubleshooting and follow technicians’ instructions. Defective devices must be disassembled and sent to a PayTec-designated depot.

3.6. Transfer/Assignment

The CP may not transfer the service subscription or assign rights and obligations to third parties.

3.7. Applicable Law and Jurisdiction

This contract is governed by Swiss law. The place of performance, the venue for debt collection for foreign-based CPs, and the exclusive jurisdiction for all disputes is Zurich. PayTec may also sue the CP at their domicile or other competent courts.

Zurich, May 7, 2024

GTC for the rental of payment terminals

1 Subject matter of the contract

PayTec grants the contractual partner, hereinafter referred to as the CP, the rental of the devices and products specified in the rental contract, hereinafter referred to as the ‘rental object’, during the term of the contract. PayTec provides the CP with the desired category and type of equipment. Unless there is a written agreement, the CP does not reserve the right to claim possession or replacement of a specific product during the term of the contract. PayTec reserves the right to replace the rental item with a device of the same type and type during the term of the contract.

2. Ownership

The rented item remains the property of PayTec. The contractual partner must inform PayTec immediately of the location of the rented item. The assignment of rights and obligations of the contractual partner to third parties and subletting are not permitted.

3. Prices, Delivery, and Payment Terms

All prices are stated in Swiss Francs and exclude value-added tax (VAT). Billing is based on the prices specified in the contract or the current price list at the time of the contract conclusion. Unless otherwise specified, the stated prices apply to delivery from PayTec’s premises, excluding costs for installation or commissioning at the customer’s site. Costs for delivery, integration, and technical inspection of the devices will be invoiced separately. Packaging, shipping method, and shipping route are determined by PayTec unless specific requirements of the contractual partner (CP) are stipulated in the contract.

PayTec strives to meet agreed delivery times but cannot guarantee adherence. In the event of delays, PayTec will inform the CP promptly. The CP is required to accept the delivery. Costs incurred due to a failure to accept the delivery caused by the CP, necessitating a re-delivery, will be borne entirely by the CP.

Invoicing occurs after the goods are shipped. PayTec may require a deposit or full prepayment. Invoices are payable within 10 days of the invoice date without deductions. If this deadline is missed, the CP will automatically be in default. In the event of late payment, a reminder fee of CHF 20.– and default interest of 5% per annum will apply.

If the CP delays the acceptance of goods or falls into payment default, PayTec reserves the right to insist on the fulfillment of the contract and hold the CP liable for any damages caused by the delay. Additionally, PayTec may claim default interest of 5% per annum. Alternatively, PayTec is entitled to withdraw from the contract, request the return of the goods, and demand a contractual penalty of CHF 400.–. Furthermore, all services provided up to that point will be invoiced to the CP based on the actual effort.

4. Delay

If the contractual partner (CP) defaults on accepting the goods or making payment, PayTec reserves the right to insist on the fulfillment of the contract. In such cases, PayTec may claim compensation for damages caused by the delay and demand default interest of 5% per annum. Alternatively, PayTec may withdraw from the contract, request the return of the goods, and impose a contractual penalty of CHF 400.–. Additionally, PayTec is entitled to invoice the CP for any services already rendered based on actual effort.

5. Included Services

The rental price includes, among other things, the Basic+ service package as described in section 5.1, provided that the CP does not violate section 12.2. In case of a violation of section 12.2, the CP will be required to enter into a service agreement with PayTec AG as outlined in section 12.2.

5.1. Service Package

he service package included in the subscription covers operation of the terminal in PayTec’s ep2 service center, regular updates of the terminal software, a free 1st-level hotline, the customer portal, and depot maintenance.

With the “depot maintenance” service, PayTec ensures the long-term functionality of the terminal at its place of use. Excluded from depot maintenance is the rectification of faults caused by improper handling, external influences (e.g., by third parties), or other circumstances outside PayTec’s responsibility. The rectification of such faults can be agreed separately and charged based on time and materials.

For attended terminals, depot maintenance is part of the service package.

As a rule, PayTec decides whether a terminal needs to be replaced. PayTec depends on the cooperation of the VP in order to make a decision regarding replacement.

Therefore, the following applies:

The VP has a duty to cooperate in performing terminal diagnostics and narrowing down the fault.
When reporting a fault, the VP is obliged to provide all identifiable details and, within reasonable limits, to follow the technicians’ instructions for problem analysis and fault determination in order to ensure effective fault resolution.
The VP is obliged to uninstall defective devices without delay and send them to a depot location designated by PayTec.
The VP is responsible for installation and proper commissioning of the devices.

For on-site service work, the VP is obliged to accept a suitably trained and certified PayTec service partner. Fault reports can be submitted Monday to Friday from 08:00 to 17:00 by phone or online via the helpdesk. PayTec will provide the customer with a suitable replacement terminal; however, it does not have to be the same model as the VP’s terminal.

6. Proper Handling

The CP is obligated to use the payment terminals exclusively for the agreed contractual purpose and solely for themselves. The rented terminals, including accessories, must be treated with due care. The rented payment terminals and accessories remain the property of PayTec at all times.

7. Liability of the CP to PayTec

The CP is liable to PayTec for material, financial, and personal damages caused either negligently or intentionally by the CP or any individuals acting on their behalf to fulfill contractual obligations. The CP is also liable for damages caused by improper or negligent handling, particularly through the connection of unauthorized third-party products without PayTec's approval or interference from third-party devices (e.g., electronic article surveillance systems), and for any resulting consequences, including complaints from cardholders and authorization system operators.

Additionally, the CP is liable for damages to devices provided by PayTec, as well as for their loss or destruction and any related consequences. The CP is obligated to take out appropriate insurance to cover these risks.

8. PayTec’s Liability to the CP

PayTec is liable to the CP for direct damages caused negligently or through gross negligence, up to a maximum of one month’s rental fee. Any further liability for indirect or consequential damages, such as lost profits, third-party claims, data loss, etc., is excluded.

9. CP's Responsibilities

The CP is responsible for ensuring that a stable and modern network is available at the terminal's location. Issues caused by network problems within the CP’s network or public networks must be resolved by the CP or their network service providers. PayTec does not provide services in this regard.

Furthermore, the CP must ensure that PayTec terminals function properly within their network or that their network is suitable for operating PayTec terminals. Any issues or faults caused by the CP's network do not affect existing agreements between PayTec and the CP and do not constitute grounds for contract termination.

The CP is required to cooperate in diagnosing terminal issues and narrowing down faults.

When reporting a fault, the CP must provide all identifiable details and, within reason, follow the technicians' instructions for problem analysis and fault resolution to ensure effective troubleshooting.

Additionally, the CP must promptly dismantle defective devices and send them to a depot location designated by PayTec.

The CP is responsible for the installation and proper commissioning of the devices.

For on-site service work, the CP must accept appropriately trained and certified service partners from PayTec.

10. Commencement and Duration

This contract for renting payment terminals is concluded for a fixed term (specified in the contract or offer) and will automatically renew for one year unless terminated in writing with three months' notice before the end of the fixed term.

For valid reasons, such as payment default on monthly rental fees, PayTec may terminate the contract early without notice or adherence to a termination date.

All terminations must be in writing. In the case of early termination, an administrative fee of CHF 250.– per terminal will be charged to the CP. Paid rental fees will not be refunded under any circumstances.

Upon contract termination, the payment terminals must be returned to PayTec unsolicited and in a clean condition. If the terminals are returned unclean, excessively worn, and/or damaged, PayTec reserves the right to invoice the CP for the associated costs.

PayTec also reserves the right to terminate the rental contract early and without notice if the CP fails to comply with these General Terms and Conditions or the General Terms and Conditions for in-person and remote transactions with credit and debit cards. Fees already paid will not be refunded.

11. Intellectual Property Rights

The CP acknowledges that the software of the devices is protected by copyright and may only be used for the intended purpose of the terminal as specified in the contract. Any modifications, interference with the device software, or copying of the software are strictly prohibited.

12. Final Provisions

12.1. Assignment

The transfer of this rental contract or the subleasing of payment terminals to a third party is not permitted.

12.2. Obligation to Use the Acquiring Contract Mediated by PayTec for Mastercard and Visa

The CP is obligated to exclusively use the acquirer mediated by PayTec for Mastercard and Visa products throughout the minimum term of the acquiring contract. PayTec's offer is always associated with a specific acquirer (for Mastercard and Visa products), and switching to a different acquirer before the end of the minimum term is not permitted.

Minimum Term and Switching Fee: The minimum term of the acquiring contract is 36 months from the date of conclusion. If the acquirer is switched prematurely, PayTec will charge a switching fee of CHF 250.– per terminal ID, and the CP must enter into a new service contract with PayTec for operation in the ep2 service center.
Suspension of Terminal Operation: PayTec reserves the right to suspend terminal operations if the CP violates these or other contractual terms.
Legal Consequences of Violations: In the event of a breach of this clause, including unauthorized switching of the acquirer, PayTec is entitled to enforce the switching fee, suspend terminal operations, and/or terminate the contract without notice.

12.3. Changes

The CP is required to notify PayTec in writing of any changes at least one month in advance. This includes, but is not limited to, changes in the CP’s legal form, bank account details, name changes, or relocation of the CP or the operational terminals. PayTec will invoice the CP separately for the effort incurred due to such changes.

12.4. Contract Amendments

PayTec reserves the right to amend this contract and its components at any time. Such changes will be communicated to the CP in writing or by other suitable means and will be deemed accepted unless the CP objects in writing via registered letter within 30 days of the notification date.

12.5. Limitations

PayTec does not act as a payment service provider (acquirer) and does not assume such a role. Instead, PayTec facilitates contracts with payment service providers and assists the CP in completing and submitting acquiring contracts. PayTec has no influence over the speed or outcome of the acquirer's contract review or their performance. If the CP is dissatisfied with the acquirer’s services, terms, or other aspects, this does not affect existing contracts between PayTec and the CP and does not constitute grounds for termination.

Payment service providers charge fees beyond transaction fees, such as for "manual entry" or "late submission of transactions." These fees are listed in the acquirers’ service catalogs and are available at any time. It is the CP’s responsibility to obtain this information. The CP must take the necessary steps to identify irregularities or missing payment receipts. PayTec is not liable for payments submitted late under any circumstances.

12.6. CP’s Obligations

The CP is responsible for ensuring a stable and modern network is available at the terminal’s location. Issues caused by network problems within the CP’s network or public networks must be resolved by the CP or their network service providers. PayTec does not offer services in this regard.

Additionally, the CP must ensure that PayTec terminals function properly within their network or that their network is suitable for the operation of PayTec terminals. Any issues or faults caused by the CP’s network do not affect existing contracts between PayTec and the CP and do not constitute grounds for termination.

The CP is required to cooperate in diagnosing terminal issues and narrowing down faults.

When reporting a fault, the CP must provide all identifiable details and, within reason, follow the technicians’ instructions for problem analysis and fault resolution to ensure effective troubleshooting.

The CP must also promptly dismantle defective devices and send them to a depot location designated by PayTec.

The CP is responsible for the installation and proper commissioning of the devices.

For on-site service work, the CP must accept appropriately trained and certified service partners from PayTec.

12.7. Transfer/Assignment

The transfer of the service subscription or the assignment of individual duties and rights to third parties is not permitted for the CP.

12.8. Applicable Law and Jurisdiction

The contract between the CP and PayTec is governed by Swiss law.

The place of performance, place of debt collection for CPs residing or based abroad, and exclusive jurisdiction for all legal proceedings is Zurich. However, PayTec reserves the right to bring claims against the CP at the court of their residence or any other competent court.

Zurich, May 7, 2024