PayTec AG, Vogelsangstrasse 15, 8307 Effretikon, Switzerland (hereinafter called “PayTec”) shall sell the Contracting Party (hereinafter called “CP”) the terminals and accessories listed in the sales contract. Agreements deviating from these conditions shall require the written form. Declarations and agreements made orally or in writing before a contract is concluded are only part of the contract if they are explicitly agreed in writing in the contract. Any installation services, special software developments or training services are rendered by PayTec based on contracts to be separately concluded, against separate remuneration.
Price, delivery and payment terms
The prices are in Swiss francs, excluding VAT. The prices included in the contract documents and/or the price list valid at the time of the conclusion of contract shall apply. Unless otherwise agreed, the stated prices are from the doors of PayTec, without installation or commissioning at the customer. Delivery costs, connection and function testing are charged for separately. Packaging, delivery method and dispatch route are determined by PayTec, unless special requirements of the CP have been contractually agreed.
PayTec shall endeavour to meet agreed delivery dates, however, cannot ensure them. PayTec shall inform the CP immediately in the event of a delay in delivery. The CP is obligated to accept the delivered goods.
If the delivery is not possible and must be repeated for reasons attributable to the CP, the corresponding costs are the full responsibility of the CP. Invoicing is carried out after the shipment of the goods to the CP.
PayTec is entitled to demand a deposit or advance payment. The invoices are due for payment in full within 30 days from invoicing. In cases where no payment is made by the end of the payment period, the CP is in default without reminder.
Transfer of benefit and risk
Risk and benefit of the purchased goods are transferred to the CP upon shipping of the same by PayTec. If the shipment is delayed due to the fault of the CP, the risk of the goods to be delivered is transferred as of the time of the readiness of delivery.
Retention of title
All delivered goods remain the property of PayTec until the complete payment of the agreed purchase price. Until the complete payment of the agreed purchase price the CP must neither sell the goods nor otherwise transfer or pledge them to third parties.
PayTec is entitled to have the retention of title entered in the responsible official register at the expense of the CP and/or to inform the landlord of the business premises of the CP about the retention of title. Upon the complete payment of the purchase price, ownership of the goods is automatically transferred to the CP.
Warranty
The CP is to inform PayTec (support@paytec.ch.) within five days in writing of defects due to material or manufacturing defects which occur within twelve months after delivery. Defective goods are repaired or replaced at PayTec’s discretion, under exclusion of claims of the CP due to indirect and consequential damages, such as loss of earnings, third-party claims, data loss etc. Replaced parts transfer into the ownership of PayTec and are to be sent back and/or handed over to PayTec on request. No warranty claims whatsoever exist for defects due to incorrect installation, improper operation or if the devices have been opened or otherwise manipulated. Wear parts, including batteries in particular, are excluded from the warranty.
The CP has no claim to have the defects remedied at the location of the devices. The CP bears the costs for shipping the defective devices to PayTec, during which the risk of damage or loss lies with the CP during transportation. The CP has no claim to a replacement device. PayTec endeavours to affect the repair of a terminal within three weeks, from receipt of goods at PayTec and/or cost approval of the CP. This time is an approximate value, and the CP has no claim to adherence to this time.
Property rights
The CP acknowledges that the device software is protected by copyright and may only be used for the contractual and intended use of the terminal. Any intervention in the device software or any copying of the software is forbidden.
Mandatory and optional services
Obligatory basic fee
For maintaining operability of the terminals by PayTec, PayTec charges a basic fee, which is to be paid annually in advance for the whole year. This basic fee includes the operation of the terminal in the ep2 service centre of PayTec and the regular updating of the terminal software and a free 1st level hotline. If the basic fee is not paid, PayTec will decommission the terminal.
SIM card
The CP is responsible for the procurement of a SIM card for the operation of GPRS terminals. The CP has no claim to being able to obtain a SIM card from PayTec.
If the SIM card is provided by PayTec, its use by the CP is tied to the existence of a service subscription. PayTec 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 in the case of roaming. The CP is at liberty to obtain the SIM card from a mobile network operator of its own choice. In this case the corresponding conditions of the mobile network operator shall apply. The VP is obligated to clarify in advance whether the respective mobile network operator and/or its SIM cards are compatible with PayTec terminals.
A SIM card provided by PayTec must be used exclusively together with the terminal for which it is intended. PayTec has the right to deactivate and/or block the SIM card without prior notice and with immediate effect in the event of misuse or of suspicion of misuse or in the case of arrears. PayTec will charge the CP CHF 150. – for the reactivation and/or unblocking of a SIM card. In addition to this, the CP is liable for damage caused by misuse. For commercial and technical reasons and with appropriate advance notice, PayTec can deactivate the SIM card or reclaim it from the CP at any time. For security reasons and for the protection of the CP, PayTec is also entitled to deactivate, at any time and without prior notice, individual services, particularly roaming, or the entire service at once.
Prices, payment terms
The costs for the basic fee and all other services are invoiced annually in advance. The invoices are due for payment within 10 days. PayTec reserves the right to adjust prices at any time subject to the notice period.
Support and maintenance services that are not covered by a service subscription are charged to the CP according to current price lists at cost. In the event of default of payment, a reminder fee of CHF 20.– and default interest of 5% p.a. is payable. Furthermore, PayTec reserves the right to render the terminal in question inoperative and/or to terminate the service subscription prematurely without notice.
PayTec’s liability to the CP
PayTec is liable to the CP for culpably caused direct damages up to a maximum amount of one monthly rent. Any further liability for indirect or consequential damages such as loss of earnings, claims of third parties, loss of data etc. is excluded.
CP’s liability to PayTec
The CP is liable to PayTec for material damage, financial losses and personal injuries that the CP or persons whose services the CP makes use of for carrying out the CP’s contractual obligations has caused by gross negligence or intent, and for damage due to improper or negligent/inappropriate handling, including but not limited to the connection of third-party products without PayTec’s consent or the effect of third-party devices such as electronic retail security systems as well as the consequences therefrom, also with regard to claims by cardholders and operators of authorization systems.
The CP shall be liable to PayTec for damage to devices provided and the loss or other damage of devices provided as well as the consequences therefrom in each case, for which the CP must take out appropriate insurance.
Contract duration and termination
The service subscription contract comes into force upon signature and is concluded for an indefinite time. It can be terminated by each party subject to a notice period of a month to the end of a contractual year. PayTec reserves the right to terminate the service subscription prematurely and without notice, if the CP does not adhere to these General Business Terms or the General Business Terms for Face-to-Face and Distance Transactions with Credit and Debit Cards. Charges already paid are not reimbursed.
Final provisions
Modifications
The CP is obligated to inform PayTec of any modifications at least a month in advance in writing. This includes a change of the card acceptance company (acquirer), alteration of the legal form of the CP, a change of the name or location of the CP and/or of the terminals in operation. PayTec invoices the CP separately for the expenses arising due to such modifications.
Contract modifications
PayTec reserves the right to amend this contract and its elements at any time. These changes shall be disclosed to the CP in writing or by other appropriate means and shall be considered accepted if the CP does not raise objections to the changes by certified letter within 30 days after date of dispatch.
Delimitation
PayTec is not a payment service provider (acquirer) and does not act as one. PayTec mediates contracts for payment service providers and helps the CP to fill in and submit acquiring contracts. PayTec has no influence on the speed or outcome of the contract review by the acquirer or its services. If the CP disagrees with or is dissatisfied with the services, conditions or the like of the acquirer, this does not affect existing contracts between PayTec and the CP and does not represent a reason for termination. In addition to the transaction charges, payment service providers also make charges for other services such as “manual inputting” or “delayed submission of transactions”. The acquirers list these charges in their contract specifications, and they are available at any time. The CP itself is responsible for obtaining this information.
Duties of the CP
The CP must ensure that it has a stably functioning and modern network at the respective site of the terminal or terminals. Defects caused by connection faults which occur due to the network of the CP (or defects in public networks) must be remedied by the CP or its network service provider. PayTec offers no services whatsoever for this purpose. Furthermore, the CP must ensure that the PayTec terminals can function perfectly in the network of the CP and that its network is compatible with the operation of PayTec terminals. Any defects or faults attributable to the network in which the terminal of the CP is located has no influence on existing contracts between PayTec and the CP and do not represent a reason for termination. The CP has an obligation to cooperate during the implementation of the terminal diagnosis and troubleshooting.
The CP is obligated to present all detectable details when reporting a fault and, within reasonable limits, to comply with the technician’s instructions for analyzing the problem and determining the fault in order to ensure an effective elimination of the fault. The CP is obligated to immediately remove defective devices and send them to a depositary named by PayTec.The CP shall undertake the assembly and proper commissioning of the devices. For carrying out service work on site, the CP is obligated to accept appropriately trained and certified PayTec service partners.
Coming into effect and duration
The contract concerning the rental/subscription of payment terminals shall be concluded for a fixed term of 12 months or 36 months (in accordance with the purchase contract or offer) and shall subsequently be extended by a further year in each case, unless it is terminated with three months' notice to the end of the fixed term. For important reasons, e.g. if the CP is in arrears with the payment of the monthly rental fees, PayTec may terminate the present contract prematurely without observing a period of notice or a termination date. In the event of premature termination of the contract, the CP shall be charged an administrative fee of CHF 250 per payment terminal. Rental fees already charged will not be refunded to the CP under any circumstances. Upon termination of the contract, the payment terminals must be returned to PayTec in a clean condition without being requested to do so. In the event of the return of payment terminals that have not been cleaned, are excessively worn and/or damaged, PayTec shall be entitled to charge the CP for the expenses incurred. PayTec reserves the right to terminate the rental agreement prematurely and without observing a notice period if the CP does not comply with these General Terms and Conditions or the General Terms and Conditions for Presence and Distance Transactions with Credit and Debit Cards. Fees already paid will not be refunded.
Transfer/assignment
The CP is prohibited from transferring the service subscription or assigning individual rights and obligations to third parties.
Applicable law and jurisdiction
The contract between the CP and PayTec is governed by Swiss law.
Zurich is the place of fulfilment and place of collection for CPs with residence or head office abroad and exclusive place of jurisdiction for all legal proceedings.
PayTec is also entitled to take legal action against the CP at any competent court of the CP’s residence/head office or at any other competent court.