Terms & Conditions - merchants
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PIMPAY GENERAL TERMS AND CONDITIONS (MERCHANTS)
1. SCOPE OF APPLICATION, PREREQUISITES FOR ACCEPTANCE OF PIMPAY AND DEFINITIONS
1.1.Scope
PimPay AG (hereinafter "PimPay") is a public limited company based in Lausanne, Switzerland. It operates the PimPay system and grants licences for the issuing and acquiring of PimPay as a cashless means of payment.
These General Terms and Conditions (hereinafter "GTC") govern the rights and obligations between PimPay and the contractual partner in connection with the use and acceptance of the PimPay system. They form an integral part of the PimPay payment acceptance agreement (hereinafter "acceptance agreement").
The PimPay system includes functions in the areas of payment processing and value-added services, which are described in detail on the website www.pimpay.ch. The use of value-added services may require a separate agreement.
1.2.Prerequisites for acceptance of PimPay
The PimPay system enables the contractual partner to process cashless payments for the goods and/or services they offer.
The prerequisite for use is the establishment of an infrastructure compatible with the PimPay system and the use of the necessary applications by both the contractual partner and the PimPay user.
1.3.Definitions
The terms used in these GTC are explained in more detail in the glossary below. This glossary forms an integral part of these GTC.
Point of collection: a "point of collection" is characterised by a unique combination of the three elements below.
• A company identifier (UID/AVS)
• A physical address
• An IBAN
Device : a device is a device that allows you to use the PimPay application. It can be a mobile phone equipped with a compatible operating system (iOS or Android), or a device provided by PimPay.
Primary device : a primary device is a device that has all the features of the PimPay application (including account management, campaigns, loyalty programme, stories, etc.).
Secondary device : a secondary device is a device with a limited number of features, particularly those related to payments only.
2. THE CONTRACTUAL PARTNER
2.1.Registration and identification
The contractual partner registers exclusively via the PimPay merchant website or application. The following information must be entered: company name, address, company identification number (UID/Zefix) and legal representatives. In addition, a valid account in accordance with section 8.1.1 must be created during registration.
The contractual partner undertakes to provide truthful and up-to-date information and to respect the rights of third parties, in particular trademark rights.
For identification purposes or as part of risk assessment (see section 2.4), PimPay may request additional documents such as bank statements, extracts from the commercial register or other supporting documents at any time.
PimPay is entitled to verify all information (including by engaging third parties). The contractual partner expressly authorises PimPay to carry out the relevant checks. They also agree that non-confidential information (e.g. company name, address, industry, logo) may be published in a publicly accessible merchant directory.
2.2.Cash collection points
The contractual partner may register one or more points of sale via the website or app. The registration of multiple points of sale by the same contractual partner applies in particular in the case of a company with several different points of sale. In doing so, the contractual partner confirms that they are authorised to register all points of sale.
Each registered point of sale is subject to a separate contract and is associated with one main device. Up to two secondary devices can also be associated with a point of sale at no additional cost.
Regardless of their legal form, the contractual partner is responsible for all registered points of sale as if they were their own. PimPay can assert its rights either against the contractual partner or directly against the point of sale concerned. Communications addressed to the contractual partner are also deemed to have been transmitted to all registered collection points.
For a given contractual partner, new collection points with their own legal personality (separate legal entity) may only be registered with the prior consent of PimPay. In all cases, they must be fully controlled by the contractual partner. For these collection points, a separate acceptance agreement is concluded under the same conditions as for the contractual partner. PimPay reserves the right to require the conclusion of an independent agreement under individual conditions instead.
PimPay is entitled to refuse or cancel the registration of certain collection points at any time.
2.3.Administrator rights
A single administrator right is granted for each collection point and is associated with the main device only. The administrator right gives access to all the features of the merchant application within the main device (in particular the creation of campaigns, loyalty programmes, etc.).
2.4.Provisional authorisation for acceptance of PimPay
The acceptance contract is subject to the condition precedent of a favourable outcome of the risk assessment by PimPay. In order to allow the contractual partner to use PimPay during the assessment period, PimPay may grant temporary provisional authorisation for the processing of transactions. During this period, PimPay is entitled to withhold the contractual partner's remuneration rights.
If the risk assessment proves negative, the acceptance contract is terminated retroactively. The provisional authorisation is revoked, the contractual partner is removed from the PimPay system and notified of this in writing. Subject to section 8.3 and the statutory provisions, PimPay will make a one-off payment of any remuneration that may have accrued.
2.5.Membership of a business sector (Merchant Category Code, MCC)
The contractual partner undertakes to indicate the correct business category (MCC) and confirms that the goods or services it offers are exclusively assigned to this category.
PimPay is entitled to request proof of industry affiliation.
The contractual partner shall ensure that they and all third parties they engage have at all times:
• have all the legally required authorisations and registrations for their commercial activity,
• comply with all applicable legal and regulatory provisions, in particular at their registered office, on the Internet and at the place of receipt of goods/services,
• in the context of financial intermediary activities, fulfil the due diligence and identification obligations arising in particular from the provisions of the applicable law on money laundering, and
• take appropriate technical and organisational measures to protect themselves against illegal transactions, in particular in the areas of child protection, copyright and import regulations.
In case of doubt, PimPay is entitled to require the contractual partner to obtain an independent third-party legal opinion on the legality of its business model.
2.6.Prohibition of sub-acquisition
The contractual partner is prohibited from using PimPay to process payments for third-party services (sub-acquisition).
2.7.Changes on the part of the contractual partner
The contractual partner undertakes to inform PimPay immediately in writing of any relevant changes or to record them in the application, in particular changes in legal form, business activity, address, bank details, representation relationships, as well as the opening or closing of sales outlets or online shops.
Significant changes, particularly with regard to the ownership structure or control of the company, must be communicated to PimPay in writing at least one month in advance. In such cases, PimPay may terminate the contract for good cause in accordance with section 16.3.
Such changes may require a new risk assessment in accordance with section 2.4. The contractual partner is obliged to cooperate.
Until PimPay has been notified in writing of a legal succession, it may make payments with discharging effect to the former contractual partner.
PimPay may charge the contractual partner for any additional costs incurred as a result of such changes.
2.8.Risk management and deterioration of creditworthiness
As part of its risk management, PimPay is entitled to check the economic situation and activities of the contractual partner, including by engaging third parties (e.g. rating agencies). The contractual partner undertakes to provide the necessary documents, in particular the latest annual accounts, upon request.
In the event of a significant deterioration in creditworthiness (e.g. over-indebtedness or insolvency proceedings), the contractual partner must inform PimPay immediately.
In such cases, PimPay may, in particular:
• change payment terms,
• withhold remuneration,
• require guarantees, or
• terminate the contract without notice.
The contractual partner will be informed in writing of the measures taken.
2.9.Legal relationship between the contractual partner and the PimPay user
Legal claims or objections arising from transactions with PimPay users, in particular with regard to goods or services, must be settled directly between the contractual partner and the user. The provisions relating to credits
("credits/refunds") and chargebacks in accordance with Section 9 remain reserved.
The contractual partner may only take legal action against a PimPay user if:
• there is no claim for remuneration against PimPay (Section 8.3) and
• the remuneration received has been repaid in full to PimPay.
3. INFRASTRUCTURE OF THE CONTRACTUAL PARTNER
3.1.Technical requirements
The contractual partner shall ensure, at its own expense, that its technical infrastructure – in particular hardware, software and the Internet connection – meets PimPay's current system requirements at all times.
They undertake to protect their systems against unauthorised use, manipulation or abuse. In particular, they must ensure that no unauthorised transactions can be initiated.
All transactions carried out using the merchant ID or access data are considered to be authorised by the contractual partner and are attributable to them.
The application required for acceptance by PimPay is provided directly by PimPay or by approved and certified partners. PimPay reserves the right to modify or expand the application in technical or organisational terms.
A stable internet connection is necessary for the PimPay system to function properly, both on the part of the contractual partner and on the part of PimPay users. The contractual partner is responsible for ensuring that this connection is available. Without internet access, certain functions, in particular the processing of payments via QR code, cannot be used.
3.2.Integration into retail
The contractual partner can integrate the PimPay system into brick-and-mortar retail using the following methods:
3.2.1.Direct integration
In the case of direct integration, the PimPay interface, including any necessary merchant software, is integrated into the contractual partner's existing infrastructure (e.g. POS system, hotel software, fuel dispenser). This integration may be subject to specific conditions on the part of PimPay.
3.2.2.QR code
PimPay provides the contractual partner with two QR codes that can be used for transactions where the amount is entered by the merchant and for transactions where the amount is entered by the customer, respectively. These QR codes can be reissued at any time via the PimPay application on the main device.
3.2.3.Hardware terminal
The contractual partner may use a hardware terminal authorised by PimPay on which the PimPay system is pre-installed or can be integrated. The acquisition, installation, maintenance and operation of the terminal are the responsibility of the contractual partner. PimPay assumes no responsibility in this regard.
3.3.Integration into distance selling
Special conditions apply to transactions in distance selling. These must be requested separately by the contractual partner and expressly approved by PimPay.
4. OBLIGATIONS OF THE CONTRACTUAL PARTNER
4.1.General obligations
The contractual partner is obliged to train its staff in the correct use of the infrastructure used for the PimPay system and in the obligations associated with accepting PimPay. These training courses must be held at regular intervals, particularly when the system is being set up.
In addition, the contractual partner must inform its staff of the measures necessary to prevent abuse and fraud.
They undertake to take appropriate organisational and technical measures to prevent manipulation, in particular fraudulent transactions. In particular, they must ensure that no unauthorised third parties have access to the infrastructure used.
The contractual partner is responsible for the accuracy of the information provided during registration in accordance with section 2.1 and for updating it regularly.
4.2.Access data and access rights
The contractual partner undertakes to keep all access data for the PimPay application and the merchant software used in a safe place and to protect it from access by unauthorised third parties.
They shall ensure that only authorised persons have access to the PimPay system and that their user roles and authorisations are correctly assigned and regularly checked.
All operations carried out using the access data of the contractual partner or its authorised persons – in particular transactions or changes in the application – are considered to be authorised by the contractual partner and are legally attributable to it.
4.3.Updates
PimPay is entitled to adapt the technical or functional requirements of the PimPay system at any time. The contractual partner undertakes to implement these changes in full, in particular new versions, security updates or interface adaptations, within the deadlines set by PimPay.
As soon as a corresponding update is available, the contractual partner shall be notified directly by PimPay or by third parties and shall be requested to approve or carry out the update. If the contractual partner fails to comply with this obligation within the specified time frame, PimPay shall be entitled to restrict or temporarily suspend the use of the PimPay system until full implementation.
4.4.Third-party integration
If the Contractual Partner uses third parties for the technical connection or operation of its PimPay infrastructure, in particular payment service providers (PSPs), IT providers or POS system providers, it remains fully responsible for their acts and omissions vis-à-vis PimPay.
The contractual partner must ensure that these third parties also comply with all technical, organisational and contractual requirements in accordance with these GTC.
If the technical integration is carried out by a third party, e.g. a payment service provider or system integrator, this third party and its connection must be expressly authorised by PimPay. If the third party loses this authorisation, the contractual partner is no longer authorised to make payments via the PimPay system. In this case, no claims may be made against PimPay; the contractual partner must address any claims exclusively to the third party it has commissioned. PimPay's liability is excluded.
All costs associated with the integration of a third party, in particular connection costs or technical costs at PimPay, shall be borne by the contractual partner. The same applies to damages caused by errors or delays during integration. PimPay is entitled to invoice these costs and any claims for damages to the contractual partner or to offset them against remuneration.
4.5.Reporting malfunctions and abuse
The contractual partner is obliged to inform PimPay immediately of any malfunctions, security incidents or anomalies relating to the PimPay system. This applies in particular in cases of suspected abuse, unauthorised transactions, data manipulation or unauthorised access by third parties.
The notification must be made without delay via the communication channels provided by PimPay.
The contractual partner is obliged to assist PimPay fully in clarifying such incidents and to provide all relevant information and documents upon request.
4.6.Purchase of services for the acceptance of multiple acquirers
If the contractual partner uses the acquiring services of several acquirers simultaneously, they must ensure that the transaction data can be uniquely assigned to the relevant acquirer at all times.
Collaboration with third-party acquirers must not in any way impair the processing and security of transactions carried out via PimPay.
5. PIMPAY SYSTEM
5.1.Merchant application
The merchant application is continuously developed and adapted by PimPay. The contractual partner undertakes to implement the technical changes communicated by PimPay in a timely manner (see section 4.3).
The merchant application is divided into three main categories:
• The payment system
• Administration
• The marketing platform
5.1.1.Payment system
The payment system does not replace proper accounting in accordance with tax or commercial regulations. PimPay does not provide any guarantees in this regard.
PimPay reserves the right to modify or expand the system in technical and organisational terms. If these modifications require adjustments to the contractual partner's infrastructure, the contractual partner must carry out these adjustments at its own expense in accordance with PimPay's instructions.
The contractual partner is obliged to accept all modifications or extensions made by PimPay or the relevant system or infrastructure providers, in particular those aimed at strengthening security standards.
5.1.2.Administration
The administration section allows the contractual partner to view and modify data about their business (settings), edit new paper QR codes (my QR code), modify their subscription (my subscription) and view data related to payments (transaction history and details).
5.1.2.1.Business data
The contractual partner is required to ensure that their business and offers are presented in a professional and compliant manner on the platform. To this end, they undertake to:
A. Guarantee the quality of content: ensure that the visuals, logos and texts published as part of the description of their business, offers and promotions are of adequate quality, relevant and written in accordance with professional communication standards
B. Ensuring the accuracy of basic data: the contractual partner is solely responsible for the accuracy, completeness and truthfulness of the reference information (basic data) it provides to PimPay, including in particular:
• Physical address
• Opening and closing times (from Google)
• Business category and description
• Logo and representative images
C. Performing regular updates: the contractual partner undertakes to update this basic data without delay in the event of any changes (e.g. change of opening hours, relocation, change of logo) in order to ensure that the information provided to end users is accurate at all times.
PimPay shall not be liable for any damage or loss incurred by an end user or contractual partner as a result of the dissemination of inaccurate or outdated information due to the fault of the contractual partner.
5.1.2.2.Editing new QR codes
The contractual partner is responsible for ensuring the quality of QR codes printed from the PimPay application. In particular, the QR code must be at least 10 cm wide (minimum A5 print format) and must be printed in colour.
The paper QR code must be placed in a location that is visible and easily identifiable by customers, typically on the counter near the cash register.
5.1.2.3.Changing subscriptions
The contractual partner can view their current subscription at any time in the "My subscription" section. They can upgrade or downgrade their current subscription at any time. Any upgrade to a higher subscription is activated immediately, and the new monthly billing is applied pro rata for the remaining period until the end of the current month. Any downgrade to a lower subscription is activated on the first day of the month following the change request, and the new billing period begins on that date.
5.1.2.4.Viewing payment data
The recorded data is available for a period of six months. PimPay does not archive data beyond this period.
5.1.3.Use of value-added services
When using value-added services (including, but not limited to, marketing campaigns with one-off offers, loyalty programme management and story publishing), the contractual partner undertakes to comply with the following obligations:
• Legality and compliance of published content: the contractual partner guarantees that all content (text, images, videos, terms and conditions, loyalty rules, etc.) that it issues or disseminates via the Services strictly comply with all applicable laws and regulations, in particular with regard to consumer law, comparative advertising, intellectual property and, imperatively, the General Data Protection Regulation (GDPR)
• Integrity and accuracy of information: the contractual partner undertakes to ensure that all information disseminated concerning its products, services or the terms and conditions of promotions and loyalty programmes is accurate, non-misleading and updated in real time to guarantee complete transparency for the end user
• Respect for the rights of third parties: the contractual partner confirms that it holds all the rights and licences necessary for the use and dissemination of content and undertakes not to infringe the intellectual property rights (trademarks, copyright), privacy or image of any third party.
• Guarantee and fulfilment of offers: the contractual partner assumes full responsibility for defining, managing and fulfilling the terms and conditions of its marketing campaigns. It undertakes to honour without reservation the commitments made (offers, discounts, rewards) in accordance with the terms and conditions it has published
• Management and execution of loyalty programmes: the contractual partner is solely responsible for defining the nature (discount, gift, etc.) and final execution of the associated reward value. It undertakes to honour without reservation the reward thus defined to users who meet the programme conditions.
• Prohibition of harmful content: the contractual partner shall refrain from using the Value-Added Services to disseminate any content that is defamatory, abusive, violent, illegal, incites hatred or is likely to damage the image of PimPay or its other partners.
• Indemnification clause and consequences: the contractual partner acknowledges that it is solely liable for any damages (including defence costs and lawyers' fees) resulting from the non-compliance of its content or its use of the Services. PimPay reserves the right to immediately suspend access to the services concerned and to remove any illegal content, without such suspension giving rise to any compensation for the contractual partner.
PimPay provides the contractual partner with powerful technological tools designed to increase visibility, visits and sales for the contractual partner. The contractual partner expressly acknowledges and accepts the following:
• No obligation to achieve results: Value-added services constitute a simple obligation of means. PimPay cannot under any circumstances guarantee any result whatsoever with regard to the commercial impact of the actions carried out by the contractual partner.
• No liability for performance: PimPay shall not be held liable if the use of the Services (marketing campaigns, loyalty programmes, stories, etc.) does not generate visits, sales, traffic, loyalty or additional revenue, or if these results are deemed insufficient or do not meet the expectations of the contracting partner.
• External factors: The success or failure of marketing activities is subject to numerous external factors beyond PimPay's control, including the quality of the contractual partner's products or services, market conditions, competition and the price of offers.
The contractual partner releases PimPay from any liability related to the achievement or non-achievement of commercial, financial or marketing performance objectives.
5.2.Authorisation
A transaction is only considered valid after it has been electronically authorised by the PimPay system. Only authorised transactions are invoiced and remunerated.
The contractual partner is obliged to use the authorisation procedure specified by PimPay for each form of acceptance. A successful authorisation is considered a guarantee of remuneration by PimPay, subject to the provisions of sections 6.3.2, 8.3, 9.2 and 9.3.
The period of validity of an authorisation is set by PimPay and is generally a maximum of 7 days. In justified exceptional cases, the validity may be extended to up to 30 days.
The PimPay pre-authorisation function is only available to the contractual partner after separate authorisation by PimPay. A successful pre-authorisation must be cancelled as soon as the actual amount is determined. The period of validity is governed by the above provisions.
5.3.Transaction receipts
Immediately after successful authorisation, the contractual partner and the PimPay user receive an electronic confirmation of the transaction. This confirmation contains at least the date, time, amount and transaction ID.
5.4.Transaction processing and settlement
Transactions processed via the PimPay system are automatically processed and invoiced. The resulting remuneration claims are credited to the contractual partner. PimPay's bank receives the corresponding instruction to transfer the amount due to the contractual partner's registered account.
6. ACCEPTANCE OF PIMPAY
6.1.General obligations of the contractual partner
The contractual partner undertakes to accept PimPay as a means of payment for all goods and/or services offered ("transactions") without any limit on the amount.
In accepting PimPay, the contractual partner is particularly obliged:
• not to split a transaction, i.e. a payment may not be spread over several PimPay transactions;
• not to disadvantage PimPay in comparison to other means of payment, in particular not to charge additional fees for PimPay payments or to grant discounts for the use of other means of payment;
• not to make cash payments or grant loans in exchange for PimPay payments;
• only accept PimPay for services that are not provided immediately if the user has been informed in advance in writing (including by email) of the subsequent provision of the service;
• immediately and definitively confirm a PimPay pre-authorisation as soon as the actual amount is known;
• take all reasonable measures to prevent abuse and immediately report any suspected abuse to PimPay.
In addition, the contractual partner must ensure that each point of sale where PimPay can be used as a means of payment is clearly identifiable to the user. Hardware terminals accepting PimPay payments must be clearly identified by the PimPay logo, especially if the payment option is not clearly visible on the screen.
PimPay must also be made visible as an accepted payment method in locations where other payment methods are also displayed (e.g. at the entrance to business premises).
6.2.Exclusion of PimPay acceptance
The contractual partner is not permitted to use PimPay to process transactions if:
• the transactions are illegal or contrary to public policy under applicable law or require official authorisation which the contractual partner does not have;
• the transactions fall into the following categories: weapons and ammunition, pornography, gambling and betting or auctions. For these sectors, PimPay may require a separate product agreement;
• the transactions are used to top up other means of payment (e.g. prepaid cards, gift cards, e-wallets). In this case, a separate product agreement is also required.
6.3.Acceptance of PimPay in physical shops
6.3.1.Technical requirements
The contractual partner guarantees that, during the payment process in physical shops, the QR code or a corresponding code required for the transaction can be read without any problems by the PimPay user.
6.3.2.Verification obligations prior to delivery
If there is no transaction confirmation from the PimPay system, PimPay customer service must be contacted before the goods are handed over or the service is provided.
If delivery nevertheless takes place without valid authorisation, this is done at the contractual partner's own risk. In such cases, PimPay is not obliged to make payment and assumes no liability for unpaid remuneration.
7. OBLIGATIONS TO RETAIN, RETURN AND PROVIDE ASSISTANCE
7.1.General
Failure to comply with the following obligations may result in an increased risk of exclusion from the right to remuneration in accordance with section 8.3.
7.2.Retention obligation
The contractual partner is obliged to store all electronic transaction data and the corresponding order data and documents in a secure location for the period prescribed by law, but at least for 36 months from the date of the relevant transaction.
Electronic data must be stored in encrypted form and protected against unauthorised access.
Data made available by email, in particular remuneration notices, must be downloaded by the contractual partner within 90 days and archived independently. PimPay does not guarantee the evidential value of such data made available in electronic form.
7.3.Disclosure and assistance obligation
If a PimPay user disputes the validity or binding nature of a transaction, the contractual partner undertakes to actively assist PimPay in clarifying the situation.
Upon request, supporting documents, order data or other relevant documents must be submitted to PimPay in writing in physical form within ten calendar days.
8. REMUNERATION, FEES AND TAXES
8.1.Remuneration terms
8.1.1.Bank details
Remuneration shall be paid exclusively to an account held with a financial institution in Switzerland or Liechtenstein in the name of the contractual partner. The IBAN of the relevant account is required for the process to run smoothly.
PimPay transfers the remuneration specified in the acceptance agreement in the form of periodic collective payments.
Incomplete or incorrect bank details may result in payment failures or incorrect transfers. All resulting costs, including investigation costs and external fees, shall be borne by the contractual partner.
8.1.2.Currency of remuneration
Remuneration is paid in Swiss francs (CHF). Payments in foreign currencies are not permitted.
8.1.3.Remuneration notification
The remuneration notification is made available to the contractual partner by email. Objections to its content must be submitted in writing to PimPay within 30 calendar days of its availability (or, for other forms of delivery, upon receipt). If no objection is made within this period, the remuneration notification is considered complete, correct and approved.
8.2.Right to remuneration
Subject to sections 8.3 and 9, PimPay shall remunerate the contractual partner for the transactions processed, less the agreed fees and any remuneration fees in accordance with section 8.4.2, within the agreed period.
The details of the settlement are set out in the corresponding remuneration notice.
No payments shall be made on Saturdays, Sundays, bank holidays or regional holidays. The contractual partner accepts any resulting delays.
8.3.Exclusion of the right to reimbursement
8.3.1.General
The right to remuneration shall be forfeited if transactions have been carried out in breach of contractual or legal obligations or if the contractual partner fails to fulfil its support obligations in accordance with section 7.3. This shall apply in particular in cases of justified suspicion of fraud.
In such cases, PimPay shall be entitled to refuse remuneration or to demand repayment of amounts already paid or to offset them against future remuneration. PimPay may also charge the contractual partner for all costs incurred in this regard (e.g. collection costs, legal clarifications, internal expenses).
8.3.2.Transactions in person
In the case of face-to-face transactions, the right to remuneration is waived, in particular when:
• the contractual partner carries out transactions without the PimPay user being present at the point of sale;
• the contractual partner fails to fulfil its verification obligations in accordance with section 6.3.2.
This list is not exhaustive.
8.3.3.Remote transactions
Remote transactions are subject to special conditions which must be requested in advance and approved by PimPay.
The right to remuneration is waived in particular if:
• the PimPay user disputes the order or delivery,
• the PimPay user refuses the delivered goods as defective or non-compliant,
• the PimPay user withdraws from the contract within the statutory withdrawal period,
• the PimPay user asserts rights against the contractual partner or otherwise refuses to settle the claim arising from the transaction.
This list is not exhaustive.
8.4.Costs
8.4.1.General
The fees payable by the contractual partner are governed by the acceptance contract or communicated by appropriate means of communication (e.g. merchant application, price/service list).
Any flat-rate commission is charged monthly in advance by invoice. Transaction fees are rounded up to the nearest penny and deducted from the payment amount as part of the net settlement.
If a third party (e.g. the user) pays additional remuneration, this does not release the contractual partner from their obligation to pay the full fees to PimPay.
8.4.2.Third-party remuneration fees
PimPay is entitled to charge the contractual partner directly for all bank charges associated with the payment or commissions charged by third parties, or to offset them against the remuneration due.
PimPay may adjust the remuneration terms if the legal basis or the fees charged by third parties change.
8.4.3.Late payment
If offsetting against remuneration is not sufficient to settle the amounts due, the contractual partner shall receive a payment request with a ten-day deadline. Upon expiry of this deadline, the contractual partner shall be in default of payment without further reminder.
In the event of late payment, PimPay shall charge default interest of 5% per annum on the outstanding amount as well as all reminder and collection costs.
8.4.4.Compensation for additional costs
For additional costs incurred by the contractual partner (e.g. research, manual adjustments, refunds, chargebacks), PimPay may demand compensation on a flat-rate or pro-rata basis for the costs incurred. The rates published on the merchant portal or in the price and service list shall apply.
8.5.Taxes
Unless otherwise specified, all fees mentioned in the acceptance agreement are exclusive of value added tax, withholding tax and other statutory taxes.
The contractual partner shall bear all taxes and duties that apply or will apply in the future to PimPay's services. They undertake to comply with all applicable tax provisions.
If tax claims are made against PimPay by third parties, the contractual partner shall indemnify PimPay in full.
9. CANCELLATION OF TRANSACTIONS
9.1.Credits (cancellation/refund/credit)
A credit in favour of a PimPay user can only be made for a transaction that has already been invoiced and may not exceed the original amount of the transaction.
If a transaction must be cancelled in full before settlement (reversal) or refunded in full or in part after execution (refund), the contractual partner may issue a corresponding credit or partial credit via the PimPay system.
The "Credit" function (refund without reference to a previous transaction) is only available to the contractual partner after explicit agreement by PimPay.
All refunds must be made exclusively via the PimPay system. When entering a credit, PimPay is entitled to claim reimbursement of amounts already invoiced or refunded from the contractual partner or to offset them against future refunds.
If a tip is paid by the customer as part of a transaction that is subsequently refunded, the tip is retained by the merchant and only the gross amount of the transaction (excluding the tip) is refunded.
9.2.Chargebacks and fraud monitoring
PimPay is entitled to re-bill transactions that have already been refunded if they are disputed by the PimPay user or by PimPay itself, or if they were carried out by the contractual partner in violation of legal or contractual obligations. This applies in particular in cases of suspected fraud.
If a transaction is disputed, PimPay shall inform the contractual partner. The latter is obliged to provide PimPay with the necessary evidence or information for clarification within ten calendar days (see section 7.3).
If the contractual partner acknowledges that a chargeback is justified and wishes to correct the transaction by means of a credit note, they must:
• notify PimPay's chargeback department in writing within ten days of the planned reversal, and
• make the announced credit via the system within the specified time limit.
If the contractual partner fails to notify PimPay within the specified period, PimPay cannot be held liable for any resulting damages. In this case, the contractual partner bears the risk of double reimbursement and is responsible for claiming the corresponding amounts from the PimPay user.
The contractual partner shall ensure that the total amount of refunds and credits does not exceed the following monthly limits:
• < 2% of gross monthly turnover,
• < 1% of the total number of transactions.
In the event of frequent exceedances or cases of fraud, PimPay is entitled to withhold payment of remuneration for the transactions concerned for a period of up to 540 days. Any penalty or processing fees will be charged to the contractual partner.
PimPay is also entitled, within the scope of fraud monitoring, to issue binding instructions for the prevention of fraud. These shall take effect immediately upon notification to the contractual partner and must be fully implemented by the latter.
In the event of repeated exceeding of the aforementioned limits or in the event of an abnormally high number of fraudulent transactions, PimPay is entitled to terminate the acceptance agreement with immediate effect.
10. INTELLECTUAL PROPERTY
10.1.PimPay's rights
All intellectual property rights (including intellectual property rights and related rights as well as rights pertaining thereto) to the merchant's software – in particular patent, copyright, design and trademark rights as well as technical and commercial know-how – belong entirely to PimPay. This applies both to existing components of the merchant software and to components newly developed during the term of this contract.
This does not include third-party hardware and software components that are necessary for the use of the PimPay system. The rights of the respective third-party suppliers to these components are expressly reserved.
Insofar as the contractual partner acquires ownership of hardware or infrastructure components from PimPay within the scope of this contract, this is limited exclusively to actual ownership. All associated intellectual property rights remain the property of PimPay, PimPay's licensor or the relevant third-party supplier.
10.2.Granted rights of use
The PimPay application may only be used by the contractual partner for the purpose intended under this contract. Any reproduction, modification or other unauthorised use is prohibited.
PimPay grants the contractual partner a non-transferable, non-exclusive right of use limited geographically to Switzerland and Liechtenstein for the duration of the contract. The transfer of this right of use to affiliated companies or third parties requires the prior written consent of PimPay.
The use of PimPay services must be exclusively for commercial purposes; any private use is excluded.
10.3.Trademark rights
The contractual partner grants PimPay, for the duration of this contract, the free and non-exclusive right to use its trademarks and logos without modification in its own communication channels and in connection with the provision of PimPay services. It also authorises PimPay to publicly mention the existence of the contractual relationship.
The contractual partner is authorised to use the logos of the products provided by PimPay without modification and in a clearly visible manner. If PimPay logos or designations are used in documents or publications created by the contractual partner (in particular on the Internet or in print media), the prior written consent of PimPay must be obtained.
10.4.Infringement of intellectual property rights
If the contractual partner violates the provisions of this chapter, PimPay shall be entitled to terminate the contract with immediate effect in accordance with Section 16.3.
If PimPay is subject to a claim due to an infringement of third-party intellectual property rights by the contractual partner, the latter undertakes to indemnify PimPay in full.
11. DATA PROTECTION
11.1.General
The parties undertake to comply with all applicable data protection provisions, in particular the Federal Data Protection Act (FADP).
The contractual partner shall ensure that its staff and any third parties it engages who have access to confidential or sensitive data are also bound to comply with the applicable data protection provisions.
PimPay and the contractual partner shall take appropriate organisational and technical measures to protect customer data and transaction information against unauthorised access, misuse, manipulation or theft.
11.2.Data security on the Internet
The PimPay system uses the Internet to provide its services. In order to secure data transmission, PimPay uses industry-standard encryption mechanisms, which are designed to prevent unauthorised access to confidential data to a large extent.
However, it cannot be completely ruled out that certain transmitted data may be accessed by unauthorised third parties, particularly under specific technical conditions (e.g. connections via mobile networks).
11.3.Data processing and transmission
The contractual partner expressly authorises PimPay to obtain from third parties, prior to the commencement of the contract and during the term of the acceptance contract, all information about them that is relevant to the performance of the contract, insofar as PimPay deems this necessary for risk assessment or the provision of services.
PimPay is entitled to transmit data about the contractual partner to third parties commissioned by PimPay, in particular to network service providers, financial institutions or other partners involved in processing, insofar as this is necessary for credit and risk assessment or for the execution of the contract or transaction.
The contractual partner acknowledges that PimPay processes the data collected within the scope of the contract for the purposes of payment processing and the provision of payment, marketing and value-added services.
PimPay undertakes not to use or pass on, without the express consent of the contractual partner, end customer data obtained from the latter for the purpose of direct positive or negative selection in relation to another specific company, insofar as this company is in direct competition with the contractual partner's core business.
The contractual partner acknowledges and agrees that, in connection with the conclusion and performance of the acceptance agreement, data (in particular master data and transaction data) may be processed in Switzerland and in countries of the European Union (EU).
PimPay is entitled to pass on the contact details of the contractual partner to subsidiaries or affiliated companies. The contractual partner also expressly agrees that PimPay or such a company may contact them to provide information and offers in the areas of marketing and value-added services.
12. LIABILITY
12.1.Liability of the contractual partner
Without prejudice to other legal provisions and unless expressly stated otherwise, the contractual partner is fully liable for damages incurred by PimPay as a result of defective performance or breach of its contractual, technical, organisational or administrative obligations. This also applies to breaches of obligations by third parties engaged by the contractual partner.
PimPay shall be entitled to pass on or charge the contractual partner all resulting claims, in particular claims for damages, penalties or processing fees as well as other costs associated with the case. The contractual partner shall indemnify PimPay in full in this regard.
12.2.Technical access
Technical access to PimPay services is the sole responsibility of the contractual partner.
PimPay accepts no liability for disruptions, errors or omissions on the part of third parties – in particular network operators (access providers), cash register software manufacturers or payment service providers (PSPs) – or for failures, defects or shortcomings in the hardware or software required for use.
12.3.Liability of PimPay
PimPay shall only be liable for direct damages in the event of intentional or grossly negligent breach of its obligations. In the event of slight negligence, liability shall be excluded entirely, to the extent permitted by law.
PimPay accepts no liability for damages incurred by the contractual partner as a result of the following events:
• transmission errors or technical malfunctions,
• force majeure,
• failure of the PimPay system or lack of an Internet connection,
• interference by third parties in telecommunications infrastructure (e.g. hacking, denial of service),
• overloading or deliberate blocking of electronic access.
Furthermore, to the extent permitted by law, PimPay shall not be liable in any case for consequential damages, loss of profits or loss of data.
13. NOTIFICATIONS AND COMMUNICATION
13.1.Form and transmission of communications
Communications from PimPay to the contractual partner, in particular those referred to in section 14, shall be made in writing. Communications sent by post or electronically, in particular by email or via a platform provided by PimPay (e.g. the merchant portal), shall be deemed to be in writing.
Email communications are considered delivered as soon as they have been sent to the last email address registered by the contractual partner, regardless of whether they have actually been read. The contractual partner is obliged to keep their registered email address up to date and to regularly check communications on the merchant portal.
13.2.Electronic communication and exclusion of liability
The contractual partner acknowledges that electronic communication, in particular by e-mail, is not completely confidential or secure. Transmitted data may be intercepted, modified or lost by third parties.
To the extent permitted by law, PimPay accepts no liability for damage arising from communications sent to PimPay or by the contractual partner to PimPay by ordinary e-mail or other electronic means of communication.
14. AMENDMENTS AND ADDITIONS TO THE ACCEPTANCE AGREEMENT, GTC AND FEES
14.1.Form and validity of amendments
Amendments or additions to the acceptance agreement, the GTC and other components of the contract must be recorded in a form that can be verified in writing (e.g. email, PDF or message via the merchant portal). They shall only take effect if they are expressly accepted by both contracting parties.
Mere divergent behaviour by one party does not justify an amendment or supplement to the contract.
14.2.Changes by PimPay
PimPay reserves the right to amend the acceptance agreement, the GTC and the applicable fees at any time or to introduce new fees.
These changes shall be communicated to the contractual partner in writing at least 30 days before they come into effect. If the contractual partner does not agree with the change, they may terminate the relevant contract in writing within 20 days of notification, effective from the date on which the changes come into effect.
If no notice of termination is given within the specified period, the amendments shall be deemed to have been approved.
14.3.Changes not subject to termination
The following measures are not considered to be amendments to the contract within the meaning of section 14.1 and do not justify an extraordinary right of termination:
• measures taken as part of risk management (e.g. in accordance with section 2.7),
• technical or organisational adjustments related to the system (e.g. in accordance with section 5.1),
• price adjustments within a previously agreed price range.
15. LEGAL RESERVATIONS AND TERRITORIAL RESTRICTIONS ON USE
15.1.Legal provisions
The legal provisions governing the operation or use of mobile phones, the Internet or other technical infrastructure apply directly and take precedence over this agreement in the event of a conflict. They also apply to all services provided by PimPay as soon as they come into force.
15.2.Territorial scope
The use of the services offered by PimPay is limited exclusively to the territory of Switzerland and Liechtenstein. Without the prior written consent of PimPay, the services may not be offered abroad or used from abroad.
15.3.Legal obligations to report and cooperate
The contractual partner acknowledges that, during the term of the contract, legal obligations may arise that require PimPay, for example, to report business relationships to a competent authority, to terminate them or to block assets.
The contractual partner is obliged to provide PimPay, upon request, with all information necessary for the fulfilment of these legal clarification or reporting obligations.
16. COMMENCEMENT, DURATION AND TERMINATION
16.1.Commencement and duration
The acceptance agreement is concluded for an indefinite period. Subject to section 2.4, it shall enter into force upon dispatch of the electronic confirmation of successful completion of the registration process or the granting of provisional authorisation for acceptance of the PimPay system by PimPay.
16.2.Ordinary termination
The acceptance agreement may be terminated in writing by either party in accordance with the notice period agreed in the agreement.
The following shall remain unaffected:
• the contractual partner's right of termination in accordance with section 14 (in the event of changes),
• as well as the right of both parties to terminate the contract immediately for good cause in accordance with section 16.3.
16.3.Extraordinary termination
Each party is entitled to terminate the contract with immediate effect for good cause. Good cause shall be deemed to exist in particular in the following cases:
• serious or repeated violation of the provisions of the contract or the general terms and conditions by the contractual partner;
• a significant change in the ownership or control structure of the contractual partner;
• repeated chargebacks, complaints or cases of fraud in accordance with section 9.2;
• other irregularities in invoiced transactions;
• application for the opening of insolvency proceedings against the contractual partner;
• violation of PimPay's rights of use or intellectual property rights;
• risk of significant damage to the proper functioning or reputation of the PimPay system.
16.4.Automatic termination of the contract
If no activity or transaction is carried out by the contractual partner for an uninterrupted period of three years, the contract shall automatically terminate without any specific notification from PimPay.
16.5.Consequences of contract termination
Termination of the contract shall not affect the following obligations, which shall continue to exist after the end of the contract:
• point 7.2 (retention obligation),
• Section 7.3 (obligation to return and provide assistance),
• Section 10 (Intellectual property),
• Section 11 (Data protection),
• Clause 12 (Liability),
• Clause 16.5 (Consequences of termination of the contract),
• Section 17.2 (Prohibition of assignment and set-off),
• Clause 17.6 (Applicable law and place of jurisdiction).
After termination of the contract, the contractual partner is obliged to immediately remove all visible references to PimPay.
PimPay is entitled to withhold remuneration with immediate effect and for up to 540 days after the end of the contract in order to offset any subsequent claims, in particular refunds.
If criminal or other administrative proceedings are initiated against the contractual partner or if a criminal complaint is filed, PimPay is entitled to withhold remuneration at least until the proceedings have been finally concluded.
17. FINAL PROVISIONS
17.1.PimPay's right to issue instructions
The contractual partner is obliged to comply with all technical, organisational and administrative instructions and guidelines of PimPay and the infrastructure providers used by PimPay.
17.2.Assignment and set-off
The assignment or pledging of the contractual partner's rights or claims against PimPay is only permitted with the prior written consent of PimPay.
Similarly, the offsetting of claims by the contractual partner against PimPay is only possible with the written consent of PimPay. However, PimPay is entitled to offset claims against the contractual partner at any time and without prior agreement.
17.3.Use of third parties and transfer of contract
PimPay is entitled to transfer all or part of the performance of its contractual obligations, both technical and administrative, to third parties without prior notification to the contractual partner. These third parties may act on behalf of PimPay and are authorised to perform all legal acts necessary within the scope of the acceptance agreement.
PimPay is also entitled to transfer the acceptance contract to another group company or another acquirer. The contractual partner will be informed of this in an appropriate manner. The contractual partner's consent to the transfer is expressly deemed to have been given, provided that the contractual provisions remain essentially unchanged. In this case, the contractual partner shall have no right of termination (in particular in accordance with section 16.3).
17.4.Waiver of rights
Any waiver by PimPay of rights arising from the acceptance agreement requires an express written declaration. The mere failure to exercise a right does not constitute a waiver.
17.5.Severability clause
If any provision of this contract or the GTC (including the provisions on fees) is or becomes wholly or partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid provision with a provision that comes as close as possible to the economic purpose of the original provision.
17.6.Applicable law and place of jurisdiction
This contract is governed exclusively by Swiss substantive law, to the exclusion of provisions relating to conflicts of law (in particular the LDIP).
The exclusive place of jurisdiction is Lausanne (Switzerland).