General Terms and Conditions

1. Preamble

1.1 The Provider is a software manufacturer and has a service that enables merchants to simplify prepayment payments in e-commerce using a QR code provided by the Provider. The merchant wishes to use the provider’s service.
1.2 The Provider shall only submit a binding offer or accept the Merchant’s binding offer if the Merchant is a company or a person acting in the exercise of their trade, business or profession.

2. Definitions

2.1 Service is the “QR code transfer” service for simplifying prepayment payments in e-commerce.
2.2 Banking app is the app of a bank or payment service provider that the end customer uses to instruct payments from their payment account.
2.3 End customer is the person who wishes to pay for the merchant’s goods or services via the Internet.
2.4 Payment information is: Amount, Payment Purpose, Merchant Name, Merchant IBAN and Order ID.
2.5 Merchant system is the system operated by the merchant, typically the software for an online store, with which the merchant offers its goods or services to the end customer.
2.6 Provider system is the technical system of the provider that can be accessed via the provider API or a payment module and that enables the use of the service.
2.7 Provider API is an interface of the provider via which the merchant can connect its store system directly to the service. This is generally considered if the merchant uses its own store system or a store system for which the provider does not provide a payment module. The functionality of the provider API is described in the SDK.
2.8 License is the right to use the service, either via the provider API or via a payment module.
2.9 Payment Module is an app of the Provider that is provided via the Merchant’s store system and via which the Merchant can access the Service and connect it to its store system.

3. Registration

A contract for registration of the Dealer with the Provider is concluded as follows: The Dealer fills out the online registration form provided by the Provider on the Provider’s website. By clicking on the button labeled “Register now” or a similarly identical label, the retailer then submits his offer to conclude a contract for registration in accordance with these terms and conditions. This offer to conclude a contract can be accepted by the provider by sending a corresponding declaration by e-mail. The provider is not obliged to accept the contract offer.

4. Subject matter of the contract and services of the provider

4.1 The Merchant may use the Service either via the Provider API or via a payment module. The license relates to the type of access selected at the start of the contract and can only be transferred from the provider API to a customer module or from a customer module to the provider API or from a customer module to another customer module with the consent of the provider.
4.2 In the case of use via a payment module, the merchant must obtain the provider’s payment module in the app store of its store system in addition to registering. Additional conditions of the operator of the app store or store system may apply.
4.3 In the case of use via the Provider API, the Merchant must connect its store to the Provider API in addition to registering.
4.4 The Service enables the Merchant to display the Service as a payment method in its store system and to make it available to End Customers for payment. If the end customer selects one of the payment methods QR code bank transfer or prepayment, the Service transfers payment information from the merchant system to the provider system. The provider system then generates a QR code and sends it to the merchant system, where the QR code is displayed to the end customer. The end customer can now scan the QR code with their banking app so that the payment information from the QR code is read into the banking app via the QR code and a transfer order for the order is prepared.
4.5 The end customer must approve the transfer order in their banking app in order to execute the payment. This is not part of the Service.
4.6 The Service generally works with all banking apps that support photo transfers via QR codes. The provider can transmit a status to the merchant in many cases, but not in all cases. If the provider transmits a status, this is “Transfer initiated”, which means that the end customer has scanned the QR code. The provider does not transmit a status as to whether the transfer process has been completed.
4.7 Further details for the functioning of the Services are contained in the published documentation, the APIs and additional resources made available on the Website or in your Dashboard.

5. License and licensing

5.1 Registration enables the Merchant to obtain a license to use the Service.
5.2 Licenses to use the Provider API can be purchased from the Provider via the website. A contract is concluded in this respect as follows: The merchant fills out the online form for licensing provided by the provider on the provider’s website. By clicking on the button with the inscription “License now for a fee” (or an identical inscription), the retailer then submits his offer to conclude a contract for licensing in accordance with these terms and conditions. The contract is accepted by the provider by sending a corresponding declaration by e-mail.
5.3 Licenses for the use of a customer module can be acquired either in accordance with Section 5.2 or via the app store of the provider of a store system.
5.4 From the commencement of the Agreement, the Provider grants the Merchant a non-exclusive, non-transferable, non-sublicensable, worldwide, irrevocable (during the Term) right to use the Service within the limits of this Agreement.
5.5 The license is limited to use for the Merchant’s own business purposes. Own entrepreneurial purposes means in particular that the merchant itself is responsible for the merchant system under media law and that the imprint of the merchant system is in its name. Additional license restrictions may also be provided for in the order section or an order form.
5.6 The license may only be sublicensed to affiliated companies of the merchant with the consent of the provider.
5.7 The Provider is entitled to use information provided or generated by the Merchant or processed within the Service in order to improve the quality of the Service, provided that this does not conflict with the rights of third parties.

6. Remuneration

6.1 Registration is generally free of charge, unless expressly agreed otherwise.
6.2 For the use of the customer module or the provider API, the agreed remuneration shall apply for the respective license term.
6.3 The fee relates to the use of the customer module or the provider API during the term of the license.
6.4 The fee for the respective term of a license is due for payment in advance at the beginning of each contract year.
6.5 Unless otherwise agreed, payment shall be made within 14 days of the invoice date, without any deductions.
6.6 The Provider is entitled to issue invoices electronically, e.g. by e-mail.
6.7 All prices are subject to the applicable statutory value added tax, unless the price is expressly described as including value added tax.

7. Further obligations of the merchant

7.1 If the merchant uses the Service to offer end customers payment by QR code transfer, the merchant must include a paragraph in the contractual terms and conditions on which it bases its contracts with end customers informing the end customer that the forwarding of a payment status “code photographed” and/or “transfer has been made” and/or “paid” is required for the execution of the contract.
7.2 The merchant can formulate the clause in accordance with Section 7.1 as follows: “If you select the payment method ‘Prepayment’ or ‘QR code transfer’ and photograph a QR code with the photo transfer function of your banking app, your bank will send us a payment status so that we can process your order as quickly as possible. This payment status can read as follows, for example: “QR code has been photographed”, “Transfer has been carried out” or “Paid”.”
7.3 Merchants may only use the Service for the sale and provision of goods and/or services offered in accordance with applicable law. The Service may not be used for certain categories of businesses and goods or services. A list of prohibited goods and services will be made available on the Provider’s website. The Provider may amend this list at any time and remove or add goods or services. The Provider may also, at its sole discretion, decide to refuse use for goods or services that are not specifically included on the list, but which may pose an unacceptable risk to the Provider in accordance with the Provider’s internal policies.
7.4 The merchant is responsible for designing the merchant system in a legally compliant manner and for describing goods or services in the merchant system in a legally compliant manner. This includes the following information in particular:
(a) legally compliant imprint with contact details of the merchant
(b) legally compliant price information on goods and/or services
(c)legally compliant information on availability, delivery times and shipping costs
(d) essential characteristics of the goods and services offered
7.5 The Merchant is obliged to designate the Service on the Merchant System as follows: “Bank Transfer with QR Code, powered by Gini”.

8. Term

8.1 The registration runs for an indefinite period and can be terminated by either party at any time, provided that neither a license for the Provider API nor a license for a payment module exists. During the term of a license, the registration can only be terminated together with the license. In case of doubt, termination of the license is not to be understood as termination of the registration at the same time.
8.2 Licenses for the Service generally have a term of three years, unless otherwise agreed. The term of a license generally begins upon conclusion of the contract, unless a different time for the start of the license has been agreed. Licenses are automatically extended by a further contractual year upon expiry if they are not terminated with three months’ notice to the end of a term.
8.3 Any termination must be in writing to be effective. The text form (e.g. e-mail) is sufficient in this respect.
8.4 The right of both contracting parties to terminate for good cause remains unaffected by the above provisions. Good cause entitling the Provider to terminate the contract shall be deemed to exist, in particular, if the Merchant uses the Service contrary to Sections 7.1, 7.3, 7.4 or 7.5.

9. Availability

9.1 The Provider offers an availability of the Service of 99% on an annual average. In the case of shorter terms, the availability refers to the respective term.
9.2 The Service is available when it can be used.
9.3 When calculating the actual availability, downtimes not attributable to the Provider or downtimes due to maintenance work shall be regarded as available times. Non-availability of the service during the following downtimes shall not be taken into account when calculating the contractual availability. These harmless downtimes are
– Maintenance or other services agreed with the dealer, as a result of which access to the Service is not possible;
– maintenance work that becomes necessary unexpectedly, if this work was not caused by a breach of the provider’s obligations to provide the services (e.g. force majeure, in particular unforeseeable hardware failures, strikes, natural disasters, etc.);
– downtimes due to virus or hacker attacks, provided that the provider has taken the agreed protective measures or, in the absence of an agreement, the usual protective measures;
– downtimes for the installation of urgently required security patches;
– downtimes caused by third parties (persons not attributable to the provider) and
– downtimes for scheduled maintenance work and data backups if these are carried out in the period from 0:00 a.m. to 7:00 a.m. (CET) and the Merchant has been notified at least seven (7) days before the work is carried out. The announcement can be made in text form or as a dialog message in the front-end system.
9.4 The Provider is not obliged to establish and maintain an Internet connection between the web server and the Merchant’s Internet access point.

10. Limitation of liability

10.1 Within the framework of this contract, the Provider shall only be liable for damages (a) which the Provider or its legal representatives or vicarious agents have caused intentionally or through gross negligence or (b) which have arisen from injury to life, limb or health due to a breach of duty by the Provider or one of its legal representatives or vicarious agents. The provider is also liable (c) if the damage was caused by the breach of an obligation of the provider, the fulfillment of which is essential for the proper execution of this contract and on the observance of which the merchant regularly relies and may rely (cardinal obligation).
10.2 In the cases of paragraph 1 of this section, letters (a) and (b), the provider shall be liable to the extent of the statutory scope of liability. Otherwise, the claim for damages shall be limited to the foreseeable damage typical for the contract. The parties agree that the maximum foreseeable damage is EUR 10,000 per case of damage typical for the contract. If the trader is threatened with damage that may exceed this amount, he is obliged to inform the supplier of this immediately.
10.3 In cases other than those mentioned in paragraph 1, the liability of the provider is excluded regardless of the legal grounds.
10.4 The liability regulations in the above paragraphs also apply to the personal liability of the bodies, employees and vicarious agents of the provider.
10.5 Insofar as liability under the Product Liability Act, from the assumption of a guarantee or due to fraudulent misrepresentation comes into consideration, it remains unaffected by the above liability regulations.
10.6 Notwithstanding the above paragraphs 10.1-10.5, the Provider shall only be liable for intent and gross negligence if and insofar as it provides its services to the Dealer free of charge.

11. Data protection

11.1 The parties shall comply with the statutory provisions when processing personal data under this contract and shall only process personal data for the purpose of this contract or as otherwise permitted.
11.2 The Dealer shall be obliged to conclude an agreement on order processing (AVV) with the Provider in accordance with Annex 1. To this end, the Provider shall send the contract to the Dealer in text form in accordance with Annex 1 after conclusion of the contract. The retailer is obliged to sign the agreement and return it to the provider.

12. Confidentiality

12.1 The parties agree to maintain confidentiality about confidential information. Confidential information is all information and documents of the other party that are marked as confidential, are considered business secrets within the meaning of the Business Secrets Act or are to be regarded as confidential due to the circumstances and of which the parties have gained knowledge in the context of the contractual cooperation, in particular information on financial information, operational business relationships, know-how and internal affairs. Processes, course of events,
12.2 This obligation shall continue for five (5) years after termination of this Agreement.
12.3 Excluded from this obligation is such confidential information (a) which was demonstrably already known to the recipient upon conclusion of this contract or which subsequently becomes known to the recipient from a third party without violating a confidentiality agreement, statutory provisions or official orders; (b) which is publicly known upon conclusion of this contract or is subsequently made publicly known, insofar as this is not based on a violation of this contract or (c) which must be disclosed due to statutory obligations or by order of a court or an authority. To the extent permissible and possible, the recipient obliged to disclose shall inform the other party in advance and give it the opportunity to take action against the disclosure.
12.4 The parties shall only grant access to confidential information to consultants who are subject to professional secrecy or who have previously been subject to obligations corresponding to the confidentiality obligations of this contract. Furthermore, the parties shall only disclose the confidential information to those employees who need to know it for the execution of this contract and shall also oblige these employees to maintain confidentiality to the extent permitted by labor law for the period after their departure. Otherwise, the confidential information will not be disclosed.
12.5 The parties are obliged to carefully store all documents, including their records, which they have received from the other party and to protect them from any access by unauthorized third parties and to return them to the other party upon request at any time, at the latest upon termination of this contract.

13. Final provisions

13.1 The Vendor does not accept any deviating, conflicting or supplementary General Terms and Conditions of the Vendor. This shall also apply if he does not expressly object to their inclusion.
13.2 All contracts between the supplier and the retailer are concluded in German. The contractual texts are not saved by the provider. The contractual texts shall be sent to the retailer once upon conclusion of the contract or made available for download prior to conclusion of the contract.
13.3 German law shall apply to the exclusion of the provisions of international private law and the UN Convention on Contracts for the International Sale of Goods.
13.4 For all disputes arising from or in connection with this contract (including those concerning its validity), the courts in Munich shall have exclusive jurisdiction in the first instance.
13.5 Amendments and supplements to this contract and any waiver of a right under this contract must be made in writing or text form to be effective. This also applies to the waiver of the written or text form requirement.
13.6 Should a provision of this contract be invalid or unenforceable in whole or in part or lose its validity or enforceability at a later date or should a loophole be discovered, this shall not affect the validity of the remaining provisions. The parties undertake to replace the invalid or unenforceable provision or to fill the loophole with an appropriate provision which, as far as legally permissible, comes closest to what the parties intended or would have intended according to the meaning and purpose of the contract if they had been aware of the invalidity or loophole. If the invalidity or unenforceability of a provision is based on a measure of performance or time (deadline or date) specified therein, the legally permissible measure that comes closest to the provision shall be agreed. It is the express intention of the parties that this paragraph does not merely result in a reversal of the burden of proof, but that Section 139 BGB is excluded in its entirety.

You are responsible for ensuring that all your actions in connection with the use of the Gini Services, regardless of the intended use, comply with applicable laws. You must also comply with the terms of this Acceptable Use Policy. A violation of this Policy also constitutes a violation of the Gini Terms of Use applicable to you.

Prohibited Activities

Use of Gini is prohibited for activities that:

• Violate any applicable laws, regulations or governmental requirements,
• are associated with transactions involving the following content or products:
  • Narcotics, steroids, controlled substances or products that pose a risk to consumer safety,
  • drug paraphernalia,
  • cigarettes,
  • goods or services that incite, promote or support illegal behavior,
  • Stolen items, including digital or virtual goods,
  • content that promotes hatred, violence or discrimination based on race, ethnicity or other characteristics, or promotes the financial exploitation of crime,
  • obscene content,
  • products or services that violate copyright, trademark,
  • privacy, data protection or other proprietary rights,
  • certain sexually oriented content or services,
  • ammunition, firearms and their accessories and other items regulated by firearms laws.

Transactions that:

• disclose personal data of third parties in violation of legal provisions,
• support pyramid schemes or other programs that promise quick financial gain,
• are associated with the purchase of annuity or lottery contracts or similar financing models for credit card debt,
• involve the purchase of items that the seller does not yet own,
• are processed through another payment provider on behalf of the merchant,
• are associated with the sale of traveler’s checks or money orders,
• involve currency conversion or the cashing of checks,
• involve credit manipulation or debt settlement, credit or insurance transactions,
• involve bribery or corruption.

Furthermore, it is not permitted to use Gini for the sale of products or services that are classified by authorities as particularly susceptible to fraud. Similarly, transactions involving activities requiring authorization are not permitted without the necessary approval.

Activities Requiring Approval

Acceptance of payments for certain services listed below is subject to Gini’s approval.

Acceptance of payments for the items and services listed below requires Gini’s approval. The items or services requiring approval (non-exhaustive list) can be found next to the category.

Transportation: Airlines and charter companies/jets/air taxi operators in scheduled or non-scheduled service.
Charitable and non-profit organizations: Collecting donations as a charitable and not-for-profit organization
High value items: Dealing in jewelry, precious metals and gemstones.
Payment intermediaries: Provision of payment services that would fall under the definition of a money service provider or an electronic money institution. These services also include the sale of prepaid cards and fiduciary services.
Investments: Buying, selling or brokering shares, bonds, securities, options, numbers, commodities, contracts for difference/forex contracts, investment funds or an investment interest in a company or property.
Gambling, games of chance and competitions: activities involving gambling and/or other activities involving an entry fee and a prize, in particular prizes in the form of land or real estate, as well as casino games, sports betting, horse or greyhound racing, fantasy sports, lottery tickets and other ventures that enable gambling, games of skill (regardless of whether they fall under the legal definition of gambling) and competitions, provided that the operator and customers are located exclusively within the territory of a jurisdiction where such activities are permitted by law.
Cryptocurrency: Any digital indication of value that can be digitally traded, transferred or used as a means of payment, in particular cryptocurrencies, virtual in-game currencies or non-fungible tokens.
Prescription items: The sale of prescription products or the provision of
prescriptions
Telemedicine services: the provision of medical services and consultations by remote treatment.
Adult content: Adult content provided digitally, including video-on-demand (VOD) and webcam activities. Gini may be subject to restrictions on processing payments for adult DVDs, magazines and other products or services in certain countries.
Online dating sites: Any dating service that allows individuals to meet and introduce themselves to others with the goal of establishing a personal or intimate relationship.
Live streaming/broadcasting: Any activity where individuals broadcast video, voice or text content in a live environment with potential user interaction.
File sharing: The offering of file sharing services, including cyberlockers and similar remote digital file sharing services, where uploaded content is publicly available or the service pays the uploaders for the content.
Alcohol: Sale of alcoholic beverages.
Tobacco products: Tobacco products other than cigarettes, e-cigarettes, cigars.
Medical items or services: Any item classified as a medical device and any service or treatment provided by a person or organization holding itself out as a healthcare provider, including, but not limited to, any healthcare service for which a government license is required under the law of the provider’s country or the country of provision.
This also includes so-called “medical tourism”, where medical services are provided to a patient outside their home country.
Multilevel marketing and direct sales organizations: Direct sales organizations (“DSOs”) and multi-level marketing (“MLM”) are sales and marketing models in which products or services are sold through a network of independent distributors or agents. DSO and MLM models are based on personal selling and often require independent distributors to recruit new distributors in order to move up within the organization or receive incentive compensation.
Marketplaces: A marketplace is an e-commerce solution on which external providers can sell their products or services to customers.