General Terms and Conditions

General Terms and Conditions

General Terms and Conditions of POS-cashservice GmbH

(hereinafter referred to as “GTC”)

Part I: Participation in the POS System and General Conditions

1. Subject of the Agreement

1.1. POS-cashservice GmbH (hereinafter “POS-cashservice”) operates a commercial network operation and enables POS partners to participate in the electronic cash system of the German banking industry.

1.2. This agreement governs the participation of the POS partner in the Point-of-Sale (POS) system of POS-cashservice GmbH (POS-cashservice system). The POS system includes the Offline Direct Debit Procedure (ELV), the Online Direct Debit Procedure (OLV), the electronic cash system of the German banking industry, the Geldkarte system of the German banking industry, as well as the routing of authorization requests for transactions using credit cards. POS-cashservice facilitates communication between the POS terminal and the authorization systems of card issuers. The POS partner is entitled to participate in:

• ELV/OLV
• Electronic cash system (EC-Cash)
• Credit card routing (within the framework of contracts between the POS partner and credit card institutions)
• Geldkarte system of the German banking industry

1.3. As part of the EC-Cash process, the POS partner, through POS-cashservice’s service, has the ability to process cashless payments using bank cards, credit cards, Geldkarte cards, and customer cards (voucher cards). Holders of EC cards issued by credit institutions in Germany, holders of credit cards, and holders of bank cards approved for the EC-Cash process can carry out POS transactions cashlessly at cash payment prices and conditions upon presentation of a valid card. Additional requirements, for which the POS partner is responsible, include:

• For credit card routing, the existence of a separate contract between the POS partner and the respective credit card institutions;
• For ELV/OLV procedures, the signing of a SEPA direct debit mandate by the cardholder;
• For the EC-Cash procedure, the entry of the personal identification number (PIN) by the cardholder.

The use of additional cards from other systems requires a separate agreement.

2. Participation Requirements

2.1. The prerequisites for the participation of the POS partner in:

• The ELV procedure require acceptance of the terms for participation in the ELV system (see Part IV of the GTC) and the general conditions (Part I of the GTC),
• The EC-Cash procedure additionally requires acceptance of the “Terms for Participation in the Electronic Cash System of the German Banking Industry” (see Part IV of the GTC),
• The Geldkarte system additionally requires acceptance of the “Terms for Participation in the Geldkarte System” (see Part IV of the GTC), as well as
• The separate issuance of a SEPA mandate by the POS partner to POS-cashservice for direct debit collection of fees and charges arising from this contract.

2.2. The POS partner must provide POS-cashservice with a bank account authorized for electronic payment transactions for the crediting of card transactions by the respective bank or credit card company (see Part I, Section 3.5).

2.3. All conditions are essential components of this agreement. The POS partner is liable for damages resulting from deviations from the behavioral rules outlined in the conditions of this agreement.

3. Scope of Services Provided by POS-cashservice

3.1. POS-cashservice provides the following services to the POS partner: the provision, installation, and maintenance of the POS terminal as well as an introduction to the POS system according to Part I, Section 4, in accordance with the special conditions for service provision (Part III of the GTC).

3.2. For participation in the POS-cashservice system, POS terminals, including printers and optional PIN pads, are required that comply with the approval conditions of the German Banking Industry (DK). The POS partner can acquire POS terminals from POS-cashservice through a purchase or rental agreement. The contract for connection to the POS-cashservice system (POS-cashservice contract) governs the duration, one-time and monthly costs for purchase or rental. Additionally, the further conditions of the special conditions for the sale and rental of terminals and accessories (Part II of the GTC) apply.

3.3. POS-cashservice transmits the information for authorization or blocking inquiries to the relevant computer of the German banking industry and forwards the result back. POS-cashservice is not responsible for the accuracy of the response. Credit card inquiries are transmitted by POS-cashservice to the credit card company specified by the POS partner, and other cards are processed according to individual agreements. Positively authorized transactions are stored in the POS terminal. If the POS partner also processes electronic transactions without online inquiries (ELV transactions), these transactions are also stored in the POS terminal.

3.4. When performing the cash register cut at the POS terminal, the stored card transactions are submitted to POS-cashservice for further processing. As a network operator, POS-cashservice ensures that the transmitted data is stored according to DK conditions for the following purposes:

• Handling complaints,
• Creating transaction files when performing a cash register cut by the POS partner according to the guidelines of the standardized data carrier exchange procedure for payment processing,
• Settling fees for POS-cashservice under this contract in accordance with the EC-Cash/ELV conditions.

3.5. POS-cashservice transmits the submitted card transactions to the bank or credit card company specified by the POS partner. There, the respective payment is executed by crediting the card transactions to the POS partner and debiting the respective cardholder. POS-cashservice has fulfilled its agreed service upon transmission of the submitted card transactions to the bank or credit card company.

3.6. In the event of payment transaction inquiries, charges are calculated according to the currently valid price and service list of POS-cashservice.

4. Additional Services

4.1. POS-Terminal Provision

POS-cashservice provides the POS partner with the necessary POS terminal, either through purchase or rental (see also Part II of the Terms and Conditions).

4.2. System Adjustments Due to Regulatory Changes

If changes in the requirements of the German credit industry and/or public regulations necessitate an adjustment of the payment system during the operational lifetime of a terminal, POS-cashservice will offer solutions to maintain the payment system. Any associated costs may be charged to the POS partner. Changes to software and security standards are charged according to the current price and service list of POS-cashservice.

4.3. Installation and Training

Upon request, POS-cashservice will perform the professional installation of the terminal and train the POS partner on the POS-cashservice system. Charges for this service will be based on the currently valid price and service list of POS-cashservice.

4.4. Remote and Depot Maintenance

The POS partner delegates remote/depot maintenance of the terminal to POS-cashservice in exchange for a monthly service fee as specified in the contract. POS-cashservice is responsible for ensuring the functionality of the terminal and software, maintaining and updating the software version that was valid at the time of the contract. The POS partner is obligated to cooperate in terminal diagnostics and troubleshooting. They must immediately dismantle and send defective terminals at their own expense to POS-cashservice. Unless otherwise agreed, POS-cashservice will repair or replace defective devices free of charge and return them in operational condition, with the POS partner covering the shipping costs. The POS partner is responsible for reinstalling and properly setting up the terminal.

4.5. Consumables and Accessories

POS-cashservice offers the POS partner type-specific consumables such as printer paper, ribbons, or accessories for purchase based on the current price list.

5. Liability

5.1. Scope of Liability

POS-cashservice is fully liable for damages caused by its own gross negligence and intent, including that of its senior employees. It is also liable for any culpable breach of essential contractual obligations. Outside of such obligations, POS-cashservice is only liable for gross negligence or intent of its simple vicarious agents, as well as for injuries to life, body, or health. Any further liability claims, particularly for business interruptions, lost profits, unrealized savings, loss of data, or consequential damages, are excluded unless they are mandatory under product liability laws or due to intentional or grossly negligent breaches.

The liability for breaches of essential contractual obligations is limited to foreseeable and typical damages unless intent or gross negligence is involved. Foreseeable damages are assessed based on the average fees received by POS-cashservice in the last three contract months.

POS-cashservice is not liable for:

• Damages caused by improper use, incorrect operation, handling errors, chemical/electrochemical or electronic influences, or unauthorized modifications.
• The exceeding of terminal specifications unless explicitly acknowledged by POS-cashservice.
• Interest losses due to delayed value dates.
• Network failures, disruptions, or bottlenecks caused by Deutsche Telekom or other network providers.
• Failures or obstructions caused by authorization systems.
• Data restoration unless POS-cashservice or the network operator intentionally or grossly negligently destroyed the data, and the POS partner has ensured that data can be reconstructed from backup records.

5.2. Shared Responsibility

If the POS partner contributes to damages due to negligence or through its agents’ actions, the liability is shared based on contributory negligence principles.

5.3. Third-Party Network Issues

If damages result from network failures, data misuse, or other issues beyond POS-cashservice’s control, POS-cashservice is only liable to the extent that its third-party providers (e.g., technical network operators, Deutsche Telekom AG) accept liability. These providers generally limit liability to intentional or grossly negligent conduct and cap damages at EUR 12,500 per individual and EUR 10 million for total affected parties. POS partners can request the current liability conditions of third-party providers from POS-cashservice.

5.4. POS Partner Liability

The POS partner is liable for:

• Property, financial, and personal damages caused by its negligence or that of its agents.
• Damages caused by improper handling, unauthorized connections, third-party influences (e.g., electronic security systems), and resulting consequences, including customer complaints.
• Damage to, loss, or destruction of leased devices, for which the POS partner must take out appropriate insurance.

6. Engagement of Third Parties

POS-cashservice is entitled to engage third parties to fulfill its contractual obligations.

7. Fees (e.g., Transaction Costs) and Payment Terms

7.1. Fees and Cost Structure

The POS partner pays POS-cashservice fees as stipulated in the contract and the current price list. Additional costs for credit institutions are borne by the POS partner.

For PIN-authorized electronic cash/girocard transactions, the POS partner must have an agreement with the card-issuing payment service provider. If POS-cashservice has negotiated fees with technical network operators, these rates apply.

7.2. Regulatory Cost Adjustments

If changes in banking or public regulations require a payment system upgrade, POS-cashservice offers chargeable solutions to maintain the system. Costs will be billed to the merchant.

7.3. Flat Rate Offers

POS-cashservice offers a flat-rate package, which includes rental fees, service fees, and 250 transactions. Each additional transaction is charged at EUR 0.07.

7.4. Payment Processing

All fees are debited via SEPA direct debit mandate by the 20th of the following month. Invoices are typically not issued unless otherwise agreed. A physical invoice by mail incurs a fee, whereas email invoices are free.

The POS partner must ensure account coverage. Return debits incur fees according to the current price list. Unauthorized return debits may result in terminal blocking and damage claims.

In case of payment delays, POS-cashservice may:

1. Charge a dunning fee for each reminder.
2. Offset outstanding amounts against card revenues.
3. Suspend or repossess terminals.
4. Suspend maintenance services.
5. Exclude liability.
6. Terminate the contract immediately.

If the POS partner defaults, POS-cashservice charges interest at a minimum of 8% above the base interest rate (§ 247 BGB), reserving further damage claims.

7.5. Start of Payment Obligations

Fees commence when the system is operational or when the agreed services are provided. If terminals are installed by the POS partner or third parties, fees start with terminal activation or three days after documented delivery.

7.6. Price Adjustments

Price increases take effect ten weeks after notifying the POS partner, provided the POS partner does not object in writing within eight weeks of receiving the notification. If the POS partner objects, the contract may be terminated before the price increase takes effect. Price reductions will be communicated only if they apply within the agreed contract term and are not exclusively for new contracts.

8. Obligations of the POS Partner

8.1. Installation and Operational Requirements

The POS partner must provide accurate installation details for the terminal connection. If incorrect information leads to additional costs for POS-cashservice, the POS partner must cover these costs. The POS partner ensures that POS-cashservice employees or authorized personnel have access to the POS terminal and data transmission connection during business hours for inspections. The POS partner is responsible for proper usage and maintenance of the terminal, preventing misuse and damage, and providing proof of a weak current insurance policy for the contract duration. The POS partner must promptly notify POS-cashservice of malfunctions, third-party claims, or any indication of fraudulent use of the ELV or EC-Cash system.

8.2. Transaction Monitoring and Disputes

The POS partner must regularly and promptly check incoming transactions processed through the terminals. Any objections must be reported to POS-cashservice immediately upon discovery, but no later than one month after becoming aware of the issue (exclusion period).

8.3. Additional Obligations

The POS partner is also required to:

• Operate the provided devices according to the supplied instructions.
• Ensure installation occurs as scheduled.
• Notify POS-cashservice in writing of any change in location of the devices.
• Inform POS-cashservice of any change in postal address or dial-in number.
• Report terminal malfunctions, defects, and damages immediately to POS-cashservice’s hotline.
• Notify POS-cashservice of any third-party claims.
• Notify third parties and enforcement authorities of POS-cashservice’s ownership of leased equipment in case of seizures.
• Ensure the necessary power and communication connections are in place before installation.
• Conduct a cash register settlement at least once per week and at the end of each month.
• Immediately inform POS-cashservice in writing of any changes to bank account details used for credits and direct debits.
• Return leased devices to POS-cashservice at the end of the contract at their own cost and risk or have them dismantled and collected by POS-cashservice at an additional charge.
• Ensure that only POS-cashservice or its authorized service providers perform maintenance, repairs, or configurations on the terminals.

9. Confidentiality, Data Transmission, Data Protection, and Data Security

9.1. Confidentiality Obligation

POS-cashservice and the POS partner agree to use any information shared for contract fulfillment solely for the purposes outlined in this agreement. They will maintain confidentiality during and after participation in the POS-cashservice system. This obligation also applies to trade and business secrets disclosed during the contract’s execution.

9.2. Data Protection and Security Measures

POS-cashservice ensures that its employees comply with data protection laws. Access protection and regular data backups are maintained in line with industry standards.

9.3. Data Transmission for Authorization Requests

POS-cashservice transmits authorization and card block inquiries to the relevant card issuer’s system and relays the response. Credit card inquiries are forwarded to the credit card company specified by the POS partner. Response times depend on connection type, data transmission speed, network availability, and the response time of the authorization system. POS-cashservice is not responsible for the accuracy of transmitted data.

9.4. Data Storage and Retention

POS-cashservice and its service providers store transaction-related data according to banking industry regulations for:

• Handling disputes and chargebacks.
• Creating transaction files for payment processing.
• Billing applicable fees under this agreement.

Transaction data is stored for 120 days after the last terminal settlement. During this period, POS-cashservice will respond to transaction inquiries. If no settlement occurs within two months, POS-cashservice may initiate a forced settlement, which may incur charges.

10. Contract Duration, Termination, Penalties, and Security Rights

10.1. Contract Term and Termination Notice

Unless otherwise specified in the POS-cashservice contract, rental and service contracts have no fixed term and can be terminated with three months’ notice at the end of a month. Termination must be in writing. A deactivation fee applies according to the current price and service list.

10.2. Minimum Contract Duration

If a minimum contract term is agreed upon, the contract automatically continues indefinitely after this period unless terminated as per section 10.1.

10.3. Early Termination Penalty

If the contract is terminated prematurely for important reasons, POS-cashservice is entitled to claim:

• 80% of the remaining monthly rental fees and service charges, discounted at a rate of 4%.
• Additional costs for dismantling and collecting the terminal, if applicable.

10.4. Extraordinary Termination

Either party may terminate the contract without notice if regulatory changes by the German credit industry or public authorities require a system update that is not feasible or cannot be offered.

10.5. Termination Due to Banking System Changes

If the German credit industry revokes POS-cashservice’s authorization for electronic cash processing, POS-cashservice may terminate affected contracts without penalty.

10.6. Credit Risk and Security Deposits

If the POS partner fails to meet payment obligations, suspends payments, or if creditworthiness concerns arise, POS-cashservice may demand advance payments or security deposits. It may also terminate the contract and disconnect the terminal from the network.

11. Intellectual Property Rights

11.1. Indemnification for Third-Party Claims

If the POS partner modifies the product or integrates it into another system, leading to intellectual property claims, the POS partner must indemnify POS-cashservice against such claims.

11.2. Software Licensing

Software and related documentation provided by POS-cashservice are licensed for the POS partner’s use only. The software may not be transferred, copied (except for backups), or shared with third parties without written consent.

12. Set-Off and Retention Rights

The POS partner may only offset claims against POS-cashservice if they are undisputed or legally established. The same applies to exercising retention rights.

13. Changes to the Terms and Conditions

POS-cashservice may amend these terms due to regulatory, legal, or market changes. The POS partner will be notified at least two months in advance. The changes are considered accepted unless the POS partner objects within six weeks. The notification will include a reference to this approval mechanism.

14. Miscellaneous Provisions

These terms may be supplemented by specific conditions based on the services agreed upon in the POS-cashservice contract. Any amendments must be in writing. If any provision is found invalid, the remaining terms remain in force.

15. Governing Law, Jurisdiction, and Severability Clause

15.1. Severability Clause

If any provision is invalid, the parties will replace it with a valid provision that closely matches the intended economic purpose.

15.2. Written Form Requirement

Changes or additions to the contract or these terms must be in writing unless explicitly stated otherwise.

15.3. Governing Law

German law applies, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).

15.4. Place of Performance and Jurisdiction

The place of performance is POS-cashservice’s business location. The exclusive jurisdiction, where legally permissible, is Dresden, Germany.

16. Acceptance of Terms and Conditions

By using the provided POS terminal, the POS partner acknowledges and accepts:

• The agreement on participation in the POS system and general terms (Part I).
• Special conditions for terminal sales and rentals (Part II).
• Special conditions for service provision (Part III).
• Conditions for participation in German credit industry systems (Part IV).

Version: 02.2021