Terms & Conditions

General terms and conditions

General Terms and Conditions of Pay & Relax GmbH for the Use of the Digital Escrow Service PAYLAX

As of July 2019


§ 1 Preamble

(1) This contract defines the legal relationship between pay & relax GmbH (hereinafter referred to as 'provider') and the users who use the digital escrow service PAYLAX.

(2) The Provider shall provide a web-based and app-based user interface (hereinafter referred to as 'PAYLAX') for escrow-based payment processing that can be used to initiate, track, adjust and complete payment transactions. As a technical service provider, the provider assumes the design, construction and maintenance of the (technical) infrastructure required for escrow-based payment processing. The provider is not a payment service provider within the meaning of the German Payment Services Supervision Act (Zahlungsdiensteaufsichtsgesetz - ZAG).

(3) The provider expressly points out that the execution of payment orders is exclusively carried out by our partner MANGOPAY. S.A, 59 Boulevard Royal, 2449 Luxembourg (hereinafter referred to as 'Mangopay'), an electronic money institution authorized and supervised in Luxembourg in accordance with the provisions of the CSSF. The provider assumes the role of an communicating messenger for the users of PAYLAX and immediately forwards the instructions of the users to Mangopay.

(4) With agreement of the general terms and conditions of the provider, the user also agrees to the MANGOPAY conditions (PDF).

§ 2 Registration

(1) The use of PAYLAX requires a free registration.

(2) Registration is open to any natural person who is at least eighteen (18) years of age and has legal capacity, and to any legal entity.

(3) For the registration the user has to provide a valid e-mail address, a personal password as well as personal data about his person and if applicable about the company. Furthermore, the user has to accept the general terms and conditions (TOS) and the data protection regulations of the provider.

(4) The data requested during registration must be complete and truthful. Upon successful completion of registration, the Provider shall provide the User with a personal and free PAYLAX account, which the User may access using the e-mail address and password provided.

(5) For the disbursement of funds located on the PAYLAX-Wallet of the User, the fulfilment of money laundering requirements by our payment service provider Mangopay (further details in § 15) is additionally required. Users must identify themselves by presenting the following documents, which PAYLAX will forward to Mangopay directly and without saving:

For natural persons

  1. Copy of a valid official identity card
    For persons from the European Union, a copy of the identity card (front and back) or passport, for third countries the passport.

For legal entities

  1. For legal representatives and, if applicable, the beneficiary or beneficiaries from the European Union, copy of the identity card (front and back) or passport, for third countries, copy of the passport.
  2. A certificate of registration or equivalent document not more than three months old which justifies entry in the commercial register of a Member State of the European Union or of a State of the European Economic Area or of a third country imposing equivalent obligations in relation to the prevention of money laundering and terrorist financing. This document must confirm the name of the company, its legal form, the address of its registered office and the identity of its members and directors.
  3. Certified copy of the statutes and any resolutions appointing the legal representative.
  4. The Shareholder Declaration of the beneficial owner of the legal entity holding more than 10 % if the interested party has not registered his beneficial owner in the national register or is not subject to this obligation.
    From 15 September 2019, the query will be carried out via an electronic version of the KYC document 'Shareholder Declaration', the so-called UBO declaration. In this query, all relevant beneficial owners with a share of capital or voting rights of more than 25% must be named.
  5. In the case of companies not entered in the Commercial Register, a copy of the extract from the Official Gazette or the National Business Register or any other professional association not older than three months which confirms the registration as a trader.

(5) The user must inform the provider immediately of any changes that affect the data provided during registration or, if possible, adjust his PAYLAX account.

§ 3 PAYLAX Account

(1) The user is obliged to store the access data (e-mail address and password) in such a way that they are not accessible to third parties. The password must be kept secret and may not be passed on to third parties. If third parties gain knowledge of the password, the user must notify the provider immediately and change his password.

(2) If a user's password has been used without authorization by a third party, the user must notify the provider immediately and change his password.

(3) Each user may only create one PAYLAX account. A PAYLAX account is not transferable and all rights to the PAYLAX account expire with the death of the user.

(4) The user is responsible for the use of his PAYLAX account to use the services exclusively in accordance with applicable law and the user contract.

§ 4 Creation of an escrow payment

(1) An escrow payment is created via the personal PAYLAX account or the PAYLAX escrow generator.

(2) After making the escrow payment, the user has the following possibilities to invite the other party (business partner):

  1. By entering the e-mail address of the business partner PAYLAX sends an invitation e-mail via which the business partner can join the escrow payment. The user hereby confirms that he has actively obtained the consent of the invited business partner to transfer his e-mail address to the provider in accordance with §4a BDSG. In addition, the user has the option of sending the invitation to the escrow payment, for example via WhatsApp or SMS
  2. The user can copy the payment link and forward it to the business partner in any way.

§ 5 Use of PAYLAX voucher codes, hereinafter referred to as PAYLAX coupons

(1) A PAYLAX Coupon can only be redeemed if an escrow payment is created.

(2) PAYLAX Coupons are only redeemable up to the amount of the transaction issued. If the actual transaction amount exceeds the coupon threshold, it cannot be used. Proportional offsetting is not possible.

(3) The PAYLAX coupon has a validity of three years.

(4) Only one PAYLAX coupon can be redeemed per escrow payment.

(5) The value of a PAYLAX Coupon is neither paid out in cash nor bears interest.

(6) A PAYLAX Coupon is not transferable.

(7) PAYLAX reserves the right to cancel coupons in the event of abuse or fraud.

§ 6 Excluded goods and services

(1) Articles and services from the following industries are excluded from escrow-based payment processing:

  1. weapons as defined by the Weapons Act and parts of such weapons, ammunition, fireworks and explosives
  2. Drugs and their accessories (narcotics)
  3. Alcoholic beverages
  4. Gambling
  5. Adult entertainment
  6. Non-licensed auctions
  7. Private courier services

(2) The provider can block and remove escrow payments which are based on items or services in violation of paragraph 1 at any time.

§ 7 Payment processing with PAYLAX

(1) If the business partner who is obliged to pay joins a escrow payment, he will be requested to deposit the agreed amount of money plus any PAYLAX fee and/or commission from a third party provider (e.g. online marketplace) on the escrow account. More information about the PAYLAX fees under § 12.

(2) If the payee joins the escrow payment, the payer will only be requested after the business partner has joined to deposit the agreed amount of money, plus any PAYLAX fee and/or commission from a third party provider (e.g. online marketplace) on the escrow account.

(3) The deposited amount of money is (a) forwarded to the party entitled to receive the payment after the payer has released it via the PAYLAX account, (b) after expiry of the automatic payout period or (c) after a legally binding decision has been made on the disputed claim in the event of an objection by the payer.

(4) The user may delete his escrow payment without giving reasons as long as no other business partner has joined the escrow payment. The escrow payment as well as the corresponding PAYLAX code and payment link lose their validity with the deletion.

(5) If an business partner has joined the escrow payment, the escrow payment can only be cancelled unilaterally as long as no money has been received on the escrow account. After a receipt of money on the escrow account, the handling of the payment can only be aborted and reversed with the agreement of both parties.

(6) Incoming and outgoing bank transfers are currently only processed in Euro.

(7) Users need a SEPA-enabled bank account to pay out their funds.

(8) The Provider reserves the right to change or restrict the payment options available and the payment institutions supported by the Provider for withdrawals from the PAYLAX Wallet at any time. Please inform yourself at service@paylax.com which payment institutions are currently not supported.

§ 8 Usage restrictions

(1) Until the verification of a user's identity has been completed, no funds can be paid out to the bank account deposited by the user. The verification of the data and documents can take up to 2 working days for natural persons and up to 4 working days for companies if the requested documents have been completely uploaded.

(2) Once the verification is complete, the user will be notified by email from the provider.

(3) If abuse, fraud or money laundering is suspected, PAYLAX may restrict individual functions (e.g. payment of funds) from the user accounts concerned until clarification has been given, or temporarily block them completely in serious cases of suspicion.

§ 9 Service description

(1) In the course of escrow-based payment processing, the Provider shall in particular provide the following services:

  1. Registration and provision of a PAYLAX Account
  2. Payment procedures for the deposit of funds into the escrow account and transfer of payment instructions to our payment service provider Mangopay
  3. Communication of status changes regarding the payment transaction to the payer and payee
  4. Historical transaction data

(2) The Provider shall not be involved in the contractual relationship between the business partners either as an intermediary or as a representative of any party. The provider is also not himself a buyer or seller of goods or services, or a tenant or landlord, but merely a technical service provider. The provider assumes no liability from the basic business of the business partners.

(3) PAYLAX Support may be called upon in the event of a possible dispute between the parties or if one party does not respond to messages from the other party. To do so, please use the form at the following link or send us an e-mail with the PAYLAX code associated with the escrow payment and a description of the problem to support@paylax.de

.

(4) The provider expressly points out that the execution of payment orders is carried out exclusively by our partner Mangopay.

(5) The personal data of the contracting parties (surname, first name, address, date of birth, nationality, country of residence) will be electronically transmitted to Mangopay for the deposit and withdrawal of the funds.

(6) Users have no right to retain certain functions of PAYLAX. The right to use PAYLAX and its functions and services exists only within the framework of the current state of the art and is at the discretion of the provider.

§ 10 Default in Performance

(1) The provider strives for continuous availability and error-free functionality of PAYLAX. The user acknowledges, however, that for technical reasons and due to dependence on external influences, e.g. within the framework of telecommunications networks, uninterrupted availability of the PAYLAX account is not feasible, which is why the user has no right to permanent access. Temporary access restrictions neither grant warranty claims nor a right to extraordinary termination.

§ 11 Runtime; Termination

(1) The user contract runs indefinitely and can be terminated by either party at any time without notice by e-mail or in writing.

(2) Even after termination of this user contract, its provisions shall continue to apply insofar as they regulate the legal relationship between provider and user in connection with an escrow payment not yet completely settled at the time of termination.

(3) The provider may only terminate the contractual relationship with the user in the event of the simultaneous termination of the contractual relationship with Mangopay for the use of PAYLAX.

(4) The right to terminate for good cause remains unaffected by the foregoing rules.

§ 12 Charges

(1) Registration with PAYLAX is free of charge. Fees only apply to the use of an escrow payment.

(2) The fees are subject to an individual contractual agreement from the fee schedule, which can be found at https://paylax.com/fees

(3) Unless otherwise agreed with a third party provider or intermediary (online marketplace or online shop), the fee shall be borne by the business partners and shall be payable directly upon payment of the funds to the escrow account. This also applies if the escrow payment is cancelled.

(4) If the price is subsequently reduced by the price adjustment, the fee remains unchanged.

(5) If a transaction is cancelled before receipt of money, but the money is received later (e.g. in the case of a bank transfer), the fees are also due and delivered by invoice.

(6) The user agrees that the invoice may be transmitted electronically. This is valid without signature.

§ 13 PAYLAX liability

(1) Within the framework of this contract, the provider is only liable for damages (a) which the provider or its legal representatives or vicarious agents have caused intentionally or through gross negligence or (b) which result from injury to life, body or health through a breach of duty by the provider or one of its legal representatives or vicarious agents.

(2) In the cases referred to in paragraph 1, letters (a) and (b), the amount of the liability of the provider shall be unlimited. Otherwise, the claim for damages is limited to the foreseeable, contract-typical damage.

(3) In cases other than those mentioned in paragraph 1, the liability of the provider is excluded regardless of the legal grounds.

(4) The liability regulations in the above paragraphs also apply to a personal liability of the organs, employees and vicarious agents of the provider.

(5) If a 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 foregoing liability provisions.

§ 14 Right of withdrawal

(1) The contract can be revoked within fourteen days without giving reasons. The revocation period begins on the day the contract is concluded.
In order to be able to exercise the right of revocation, a clear declaration (by letter or e-mail) must be sent to pay & relax GmbH, Lautenschlagerstr. 16, 70173 Stuttgart, Germany, telephone: 0711/27309857, e-mail: service@paylax.com, that the decision to revoke this contract has been taken.
In order to comply with the revocation period, it is sufficient to send notice of the right of revocation before the expiry of the revocation period.

(2) If you revoke this Agreement, we shall reimburse you immediately and no later than fourteen days from the date on which we receive notice of your revocation of this Agreement for all payments we have received from you, including delivery charges (other than additional charges arising from your choice of delivery other than the cheapest standard delivery offered by us). For such refund we will use the same means of payment that you used in the original transaction unless expressly agreed otherwise with you and in no event will you be charged any charges for such refund.
If you have requested that the Service commence during the withdrawal period, you shall pay us a reasonable amount equal to the proportion of the Services already provided up to the time you notify us of the exercise of the right of withdrawal in respect of this Agreement in relation to the total amount of Services provided in the Agreement.

(3) After termination of the contractual relationship, the provider deletes the account of the PAYLAXuser.

§ 15 Anti-money laundering and anti-terrorist financing legislation

(1) Mangopay is subject to all Luxembourg and French anti-money laundering and anti-terrorist financing legislation.

(2) At the request of the provider, the user is obliged to provide Mangopay with the necessary information and documents for the fulfilment of its money laundering obligations and to notify the provider immediately of any changes that occur in the course of the contractual relationship.

(3) In accordance with the provisions of French and Luxembourg legislation relating to the involvement of financial institutions in the prevention of money laundering and the financing of terrorist acts, Mangopay must inform the user of the origin, subject matter and destination of the transaction or the opening of the account during each transaction or business relationship. Furthermore, the user must exercise all due diligence necessary to establish the identity of the user and, where applicable, the beneficial owner of the account and/or the transactions associated therewith. The User undertakes to comply with all due diligence obligations that enable Mangopay to carry out a thorough verification of the transaction, to inform him of any exceptional transaction that differs from those usually registered under this Agreement and to provide him with the required documents or information of any kind.

(4) The user acknowledges the right of Mangopay to terminate or suspend at any time the use of a user identification, account access, execution of a transaction or refund in the absence of any element sufficient to provide information about his subject or nature. The User is hereby informed that any operation carried out under this Agreement may be subject to the right to information from the National Financial Reporting Authority.

(5) The user may, in accordance with the rules, access any information communicated in this way, provided that such access does not compromise the objective of preventing money laundering and terrorist financing, in so far as it concerns data relating to the applicant.

(6) Mangopay, its directors or employees who in good faith have reported a suspicion to the National Authorities may not be the subject of any civil or disciplinary action.

§ 16 Final provisions

(1) The law of the Federal Republic of Germany applies to all legal relationships between provider and user to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

(2) Place of jurisdiction for all disputes arising from contractual relationships between the user and the provider is the registered office of the provider.

(3) If a clause of these conditions should be ineffective, this does not affect the validity of the other clauses. If a clause of these conditions is ineffective only in one part, then the other part retains its validity. The parties are obliged to replace an ineffective clause with an effective replacement clause that comes as close as possible to the economic purpose of the ineffective contractual condition.

(4) Amendments to the present contract are only effective in individual cases if they have been agreed in writing or in text form (e.g. by e-mail).

(5) All contracts with the provider can only be concluded in German. The contract texts are not stored by the supplier.