General Terms and Conditions
of Acceptance
General Terms and Conditions of Acceptance for
Distance Transactions
§1 Scope of Application, Subject Matter of the Contract,
Risk Warning
Scope of Application
(1) The undertaking named in the Online Application ("Merchant")
offers its customers the ability to pay for goods and services
purchased from it in card-not-present transactions (the ordering of
goods and services on the Internet, by post, telephone or facsimile)
by means of the agreed payment methods (hereinafter together
referred to as "Online Payments" and "Online Payment Methods"
respectively). The subject matter of the business relationship
between the Merchant and Wirecard Card Solutions Limited
("Wirecard") is the services agreed between the Parties in the
Online Application and regarding individual Online Payment
Methods, to which these General Terms and Conditions of
Acceptance apply. In addition, separate terms and conditions of
business ("Special Terms and Conditions"), which include
derogations from or additions to these General Terms and
Conditions of Acceptance shall apply in each case to the services
regarding individual Online Payment Methods as well as to certain,
technical services of Wirecard; (the General Terms and Conditions
of Acceptance and the respectively agreed Special Terms and
Conditions together with the Online Application are hereinafter
referred to as the "Contract"). Such Special Terms and Conditions
shall be agreed with the Merchant whenever a corresponding
mandate is awarded (e.g. in the Online Application). Unless
otherwise expressly stated, any references to Clauses refer to these
General Terms and Conditions of Acceptance.
(2) If individual provisions of these General Terms and Conditions of
Acceptance conflict with any provisions of additionally agreed
Special Terms and Conditions, the provisions of the Special Terms
and Conditions shall take precedence to that extent; in all other
respects these General Terms and Conditions of Acceptance
continue to apply.
(3) When concluding and performing the Contract the Merchant is
acting solely in the exercise of its commercial or self-employed
occupational activity. The goods/services to be provided under the
Contract may not be used for other purposes.
(4) There is a 7 day -cooling-off period beginning with the date this
Contract is concluded, during which the Merchant may be entitled
to cancel this Contract. The Merchant must contact us as soon as
possible via email or through the Online Tool in order to cancel the
Contract during the cooling-off period. The Merchant may use the
template cancellation form (found in Annex 1) although this is not
obligatory. Provided the Merchant’s cancellation notice is received
within the cooling-off period, such cancellation shall take place with
immediate effect and without charge, other than in respect of
services that the Merchant has already used.
(5) Wirecard is authorised by the Financial Conduct Authority (FCA)
under the Electronic Money Regulations 2011 for the issuing of
electronic money (Register number 900051). Its head office is at
Grainger Chambers, 3-5 Hood Street, Newcastle-upon-Tyne, NE1
6JQ, United Kingdom.
Relationship with Wirecard Bank
(6) Wirecard may subcontract the performance of any or all of its
obligations under the Contract to Wirecard Bank AG ("Wirecard
Bank"). The Merchant expressly agrees to such subcontracting.
Notwithstanding any role of Wirecard Bank as a subcontractor of
Wirecard, Wirecard Bank is not party to the Contract and the
Merchant shall have no rights against Wirecard Bank regarding the
subject matter of the Contract.
(7) If the Merchant holds a bank account with Wirecard Bank which is
used in connection with the Services provided by Wirecard to the
Merchant under the Contract, any such bank account relationship
will be between Wirecard Bank and the Merchant only and shall be
subject to separate Terms and Conditions ("Account Terms and
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Conditions") agreed between the Merchant and Wirecard Bank.
The Merchant's Terms and Conditions
(8) Any conditions of purchase or other conditions of the Merchant shall
apply only to the extent that they do not conflict with the provisions
of the Contract. This applies even if Wirecard provides the Merchant
with the service without reservation while being aware of the
Merchant's conflicting or deviating terms and conditions.
Risk Warning
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
(9) The Merchant is advised that the acceptance of certain Online
Payment Methods involves a particularly high risk of fraudulent use
because, for example, a credit card payment may be charged back
if the customer demands a refund. Therefore, it is financially tenable
to accept such payments only if every effort to prevent fraudulent
use is taken. The Merchant bears responsibility for ensuring this as
it has the direct contact with the customer and can in each case
decide whether, depending on the circumstances of the purchase
order, it can accept Online Payments despite the risk of fraudulent
use. Accordingly, the risk of fraudulent use lies with the Merchant.
§2 Basic Rules for the Relationship between the
Merchant and Wirecard
Wirecard's Obligations to Provide Information, Agreement to
Derogate from Statutory Provisions
(1) Wirecard provides the legally required information about the
execution of payment transactions and the receipt of payments
("Transaction Information") using an Online Tool in accordance with
§ 3. If no other agreement has been reached, Wirecard shall make
the Transaction Information available to the Merchant at least once
per month using the Online Tool.
(2) If, at the Merchant's request, Wirecard provides information about
the execution of payment transactions and the receipt of payments
which is, in addition to the Transaction Information, provided more
frequently than as specified in § 2 sub-clause (1) above or is
transmitted by means of communication other than via the Online
Tool, the Merchant agrees Wirecard can charge a fee for doing so.
Any such fee imposed shall reasonably correspond to Wirecard's
actual costs.
(3) The Merchant acknowledges and agrees that where the Merchant
is not a “micro-enterprise”, the following provisions of the UK's
Payment Services Regulations 2017 shall not apply:
(a) regulations 40 to 62 inclusive;
(b) all of regulations 56(1), 73(3) or (4), 75, 77, 79, 80, 83, 91,
92 and 94;
(c) a different time period applies for the purposes of regulation
74(1),
where a "micro-enterprise" is an autonomous enterprise whose
annual turnover and/or balance sheet does not exceed €2 million
and employs fewer than ten (10) people.
The Merchant acknowledges and agrees that it is the Merchant’s
responsibility to notify Wirecard of any changes to its status as a
“micro-enterprise”.
Amendments to the Contract
(4) Wirecard shall notify the Merchant in writing of any amendments to
the General Terms and Conditions of Acceptance and/or to the
Special Terms and Conditions. If the Merchant has agreed an
electronic method of communication with Wirecard (e.g. the Online
Tool, cf. § 3) the amendments can be sent by such method of
communication. Those amendments shall be deemed to have been
accepted by the Merchant and shall take effect on the date stated
in the notice (which shall be at least two months after the date of
the notice) unless the Merchant raises an objection to Wirecard.
Any such objection shall be in writing or using the agreed electronic
method of communication and dispatched to Wirecard before the
date on which those amendments are due to take effect. Wirecard
shall draw the Merchant's attention to the deemed consent in its
notification of the amendment(s).
(5) If the Merchant is offered amendments to the Special Terms and
Conditions, the Merchant shall - up until the date that the
amendment becomes effective - also have the right to terminate the
Contract in part in relation to the service affected by the amendment
without notice and free of charge. If the Merchant is offered
amendments to these General Terms and Conditions, any notice of
objection to those amendments shall also operate to terminate the
Contract immediately prior to the amendment becoming effective,
free of charge.
(6) Wirecard shall terminate the Contract immediately either in whole
or in part in relation to the services affected by the amendments if
the Merchant objects to any such amendment in accordance with §
2 sub-clause (4).
(7) No verbal side agreements to the Contract have been entered into.
The provisions of this Contract, including this requirement of written
form, can be amended only in writing.
Authoritative Version of the Contract
(8) The English language version of the Contract, which shall be
provided to the Merchant at any time upon request, shall be the sole
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authoritative version and shall be solely binding for the purposes of
interpretation. Wirecard may, from time to time prepare versions of
this Contract in other languages, which shall be provided to the
Merchant on request, but these other language versions shall be
provided for assistance only and shall not have any binding or
authorative status.
Confidentiality and Bank Reference
(9) Wirecard must keep confidential all facts and assessments relating
to the Merchant, which it learns, in consequence of this Contract.
Wirecard may pass on to third parties such information about the
Merchant only if required to do so under applicable law or regulation
or the Merchant has consented or Wirecard (itself or through
Wirecard Bank) is authorised to provide a bank reference in
accordance with sub-clauses (9) to (14).
(10) A bank reference contains findings and comments about the
Merchant's financial situation, its creditworthiness and solvency,
which are kept general; details of the amount on account balances
or the amount of other assets entrusted to Wirecard and/or
Wirecard Bank and/or details about the amount of any loans taken
up shall not be stated.
(11) The Merchant hereby authorises Wirecard (itself or through
Wirecard Bank) to provide bank references concerning legal entities
and merchants (Kaufleute) registered in the Commercial Register
to the extent that the enquiry relates to their business activity.
Wirecard shall not, and shall ensure that Wirecard Bank shall not,
provide any references if it has been provided with contrary
instructions by the Merchant. Wirecard shall, and shall ensure that
Wirecard Bank shall, provide bank references about other persons,
particularly about associations, only if such other persons have
expressly consented either generally or specifically.
(12) Wirecard shall (itself or through Wirecard Bank) provide bank
references only to its own contract partners, other credit institutions
for their purposes or for the purposes of their customers and to
bodies who are authorised by statute or by reason of a court or
administrative order to receive such information. A bank reference
shall only be provided to other persons if the person making the
request has demonstrated prima facie that he has a legitimate
interest in the information requested and if there is no reason to
suppose that the Merchant's interests worthy of protection preclude
the provision of the information.
(13) The Merchant hereby revocably authorises the banks stated in the
Online Application to provide Wirecard (and if so directed by
Wirecard, Wirecard Bank) with a general bank reference and insofar
releases such banks from their obligation to maintain banking
secrecy. Such authorisation simultaneously applies for all banks
where the Merchant maintains a bank account at the time of the
request if Wirecard has been notified of such bank account for the
purposes of instructions to effect credit entries, direct debits or bank
debits.
(14) Wirecard shall, and shall ensure that Wirecard Bank shall, make
use of the above authorisation only in connection with the
conclusion and the performance of the Contract.
Confidentiality and Data Protection
Confidentiality
(15) In this Contract, "Confidential Information" means all information or
documents, which a Party has received from the other Party (the
"Disclosing Party") or otherwise through such Disclosing Party
before or after the entry into force of the Contract, and which
pertains to the Contract or its terms and conditions (including the
sales documentation) or to the Disclosing Party's business, financial
situation, products and expectations, processes and methods,
customers and employees (particularly company or trade secrets,
as well as information about customers, which has not been
rendered anonymous) as well as all other information and
documents concerning the Disclosing Party.
(16) Each Party shall treat all Confidential Information as strictly
confidential, irrespective of whether the Confidential Information is
marked as confidential or not.
(17) Neither of the Parties shall use or disclose Confidential Information
in relation to their respective employees, contract partners or
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advisers, nor shall they transmit Confidential Information to third
parties (particularly affiliated undertakings of the Parties) except if
and to the extent necessary to perform their respective rights and
obligations arising out of the Contract provided always that
Wirecard shall be entitled to transmit:
(a) transaction and other data to Wirecard Bank and to the
payment systems connected with Wirecard's services, e.g.
credit card organisations, third-party service providers etc;
and
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
General Terms and Conditions
of Acceptance
(b) the transaction details submitted by the Merchant for
processing in aggregated form and (as regards customer
data) rendered anonymous in accordance with any
applicable data protection laws and regulations to other
contract partners (including third party service providers);
and
(c) the Merchant's details set out in the Online Application to
information agencies set up for the purpose of checking any
previous breaches of contract in relation to other service
providers or in the event of any breach of contract, which
entitles Wirecard to terminate the Contract, and to do so for
such purpose in accordance with the provisions of the
Contract and in accordance with applicable laws and
regulations.
Before transmitting Confidential Information the Parties shall inform
every recipient of Confidential Information of its confidential nature
and shall oblige every recipient to comply with obligations to
maintain confidentiality which are equally strict as the obligations
set out in the Contract.
(18) The obligation to maintain confidentiality shall not apply to
Confidential Information to the extent that such information:
(a) may be published by reason of an express contractual
agreement between the Parties and/or by reason of the
written consent of the Party concerned (cf. e.g. § 13 sub-
clause (8));
(b) was already known to the receiving party irrespective of the
conclusion or the implementation of the Contract;
(c) is already generally known or becomes generally known by
the receiving party by some means other than by a breach
of § 2 sub-clause (16) or § 2 sub-clause (17);
(d) must be disclosed by one of the Parties by operation of law
or by reason of a court or administrative order; or
(e) the Confidential Information is disclosed to a person, who is
under a professional obligation to maintain confidentiality
(e.g. tax advisers, lawyers).
In the cases stipulated under letter (d) the Disclosing Party shall -
to the extent permitted by law - first immediately notify the other
Party of the disclosure ordered so that the other Party can take
action for interim relief or other suitable legal remedies.
(19) Any Confidential Information shall remain the property of the
Disclosing Party and may be copied or reproduced only with such
Party's prior written consent or to the extent so required in order to
implement the Contract. Upon request by the Disclosing Party, the
other Party must return or destroy the Confidential Information and
its embodiment and must confirm the destruction in writing. There
shall be no obligation to return or destroy the Confidential
Information if and to the extent that the other Party is legally obliged
to retain the documents and data concerned. Furthermore, copies
of computer records and computer files, which have been created
in the context of an automatic backup, are excluded from the
deletion obligation.
(20) The confidentiality obligations stipulated above shall survive
termination or expiry of the Contract.
(21) Data Protection
(22) Insofar as Wirecard and Wirecard Bank acquire claims against the
Merchant's end customers Wirecard and Wirecard Bank act as a
controller within the meaning of Art. 4 (7) General Data Protection
Regulation – EU Regualtion 2016/679 – (GDPR).
(23) Regarding alternative payment methods and transaction
processing Wirecard will be processor within the meaning of Art. 4
(8) GDPR. This requires for the parties to enter into a Data
Processing Agreement (DPA) as set out in Appendix 1.
Limits on the Merchant's Right of Set-Off
(24) The Merchant can claim a right of set-off against Wirecard's claims
only if its claims are undisputed or have become final and absolute.
Objections arising out of the Underlying Transaction
(25) The Merchant must advise its customers that it is responsible for
the delivery of the goods and/or the performance of the services
underlying the transactions which the Merchant has presented to
Wirecard for processing, and all questions in connection therewith
(particularly customer complaints).
(26) The Merchant must clearly inform its customers of its identity so that
the customer can distinguish the Merchant from third parties
involved in the processing of the underlying transaction.
(27) If the Merchant wishes to levy any surcharge for use of a particular
payment instrument, the Merchant must at all times ensure it does
so in compliance with any applicable laws and regulations in the
country in which the Merchant is based, the relevant rules of any
Card Scheme (to the extent these do not conflict with applicable
laws and regulations) and any Special Terms and Conditions.
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(28) If the Merchant wishes to offer a currency conversion service before
the initiation of the payment transaction with the customer
(commonly referred to as "dynamic currency conversion"), the
Merchant must disclose to the customer all charges as well as the
exchange rate to be used for converting the payment transaction.
Notice regarding Acceptance / Copyrights
(29) The Merchant may use logos, trade marks or distinctive signs of
Wirecard and – depending on which Special Terms and Conditions
the Parties have additionally agreed – as the case may be of any of
the card organisation ("Card Scheme") or any of the payment
instruments, particularly the designations "Visa" and "Visa Electron
protected by trade mark (hereinafter together "Logos/Marks"), for
advertising purposes only with the prior written consent of Wirecard
unless it is otherwise entitled to do so. The Merchant must comply
with Wirecard's respective requirements (e.g. by reason of any
specifications, on which the Contract may, as the case may be, be
based). The Logos/Marks may not be used in any manner which
impairs the interests of any Card Scheme. This includes giving the
impression that any Card Scheme renders or supports the
Merchant's goods and/or services. Use of the Logos/Marks must be
discontinued, and corresponding distinctive signs at the Merchant's
premises and/or on its website must be removed promptly after
termination of the Contract.
Engaging Third Parties
(30) If one of the Parties uses third parties for rendering services it shall
be responsible towards the other Party for all acts, mistakes or
omissions of the third party in the same way as it is for its own acts
and omissions. The Merchant is not entitled to engage or otherwise
use third parties to perform the obligations incumbent upon the
Merchant by reason of the Contract without the prior written consent
of Wirecard. Wirecard shall refuse consent only if there is good
cause.
Wirecard has the right to engage third parties to perform its
contractual obligations.
Business Day
(31) A Business Day is any day on which Wirecard and, as the case may
be, the payment service provider involved in the execution of a
payment transaction, maintain the business operations required for
executing the payment transactions (hereinafter "Business Day").
Wirecard maintains the business operations required for executing
payment transactions on all working days except that business
operations may not be maintained at all or only on a restricted basis
on any or all of the following:
(a) Saturdays and Sundays;
(b) 24, 25, 26 and 31 December and 1 January;
(c) all statutory public holidays at the places where Wirecard
and/or Wirecard Bank have their registered offices;
(d) working days, on which Wirecard and/or Wirecard Bank is
closed because of local particularities (e.g. carnival, works
meetings or other reasons) and the closure has been
announced in good time in advance.
§3 Contractual Communication, Online Tool
Contractual Communication
(1) Unless expressly otherwise agreed in these General Terms and
Conditions of Acceptance or in individual Special Terms and
Conditions (as is for example the case for notices of termination) or
in the Online Application, the Parties agree that they will
communicate in the following manner:
(a) all contractual notices must be made in writing and by post
or e-mail; and
(b) all other communications are to be made through the online
software application which allows communication and the
provision of information between Wirecard and the Merchant
by remote access (the “Online Tool”), as more particularly
described in § 3.
(2) All communications shall be in either English or German.
Online Tool
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(3) Wirecard may provide the Merchant with information, which is
material to the Contract (e.g. Transaction Information, statistics,
hereinafter "Material Contractual Information") via the Online Tool.
The Material Contractual Information can be downloaded using the
Online Tool via a personalised online access in accordance with the
more detailed particulars of the provisions below and - if so desired
by the Merchant - can be stored in certain file formats on the
Merchant's own systems.
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
General Terms and Conditions
of Acceptance
(4) The Merchant undertakes to use the Online Tool regularly through
the personalised online access and to check in each case the
Material Contractual Information provided by Wirecard through the
Online Tool for its correctness and completeness without undue
delay. The Merchant must notify Wirecard without undue delay of
any objections regarding any incorrect or incomplete entries relating
to the Material Contractual Information or other discrepancies.
Subject to § 4 sub-clauses (5)-(9) and § 10 sub-clause (6), Material
Contractual Information shall be deemed to have been approved if
the Merchant does not declare its objection to Wirecard within eight
(8) weeks following receipt of the respective Material Contractual
Information.
Access to the Online Tool
(5) Wirecard shall set up personalised individual log-ins for accessing
the Online Tool, including personalised passwords, one for each of
the Merchant's authorised employees. For this purpose the
Merchant shall during the term of the Contract notify Wirecard of the
names and - as the case may be, upon request by Wirecard, of
additional identification features (e.g. function, address etc.) - of the
currently authorised employee(s) designated by the Merchant.
(6) The Merchant must take all reasonable steps to keep the security
features of the Online Tool safe. The Merchant must not set up log-
ins for user groups or use log-in details for several employees
jointly. The Merchant undertakes not to store any passwords or
otherwise record any passwords in writing and not to disclose any
passwords to third parties and undertakes to take suitable
measures to prevent employees of the Merchant or other persons
who act on behalf of the Merchant from doing so. If the Merchant is
aware that there is a possible case of fraudulent use or that
unauthorised third parties have discovered the passwords or if there
is any suspicion of this the Merchant is under a duty to notify
Wirecard promptly and to have the passwords concerned promptly
blocked or deactivated. The Merchant shall be liable for any loss
and damage to the extent that such loss or damage occurs due to
any disclosure of the personalized information regarding the log-ins
or the log-in details to unauthorised third parties.
(7) The Merchant is responsible for putting in place the technical
connection to the Online Tool which must be via the Online Tool
access channels separately notified by Wirecard (e.g. internet
address).
(8) The Merchant must observe the security notes (regarding the
Online Tool, including on Wirecard's website), particularly the
recommended measures for protecting the hardware and software
used by the Merchant for the transactions to be processed under
the Contract ("Merchant System").
§4 Wirecard's Liability, Services which are not
Contractually Owed
General Limits on Liability
(1) In rendering the services Wirecard's liability to the Merchant for
fraud or for death or personal injury resulting from its negligence
shall be unlimited.
(2) Subject to sub-clause (1), Wirecard's liability to the Merchant under
this Contract shall be limited to €10,000 per claim.
(3) Subject to sub-clauses (1) and (2), Wirecard shall not be liable to
the Merchant:
(a) for business interruption, loss of profits, loss of business,
loss of revenue, loss of goodwill, loss of opportunity, loss or
injury to reputation or loss of anticipated savings even where
Wirecard was aware of the possibility that such loss or
damage could occur, which may arise out of or in connection
with the Contract; or
(b) for any indirect or consequential loss or damage which may
arise out of or in connection with the performance or
purported performance of or failure in performance of
Wirecard's obligations under the Contract; or
(c) for any loss or damage of a type which was not reasonably
foreseeable when the Contract was concluded, whether or
not the possibility of that type of loss or damage was
subsequently advised to or otherwise became known, or
should have become known, to Wirecard after the date on
which the Contract was concluded; or
(d) for any claim where the circumstances giving rise to a claim:
(i) are due to an unusual and unforeseeable event,
outside the reasonable control of Wirecard and the
consequences of which could not have been avoided
even if all due care had been exercised (such as, for
example, force majeure, events of war and acts of
God, strike, lockout, traffic disruption, acts of
domestic or foreign governmental authorities); or
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(ii) were caused by Wirecard due to its compliance with
applicable laws and regulations; or
(e) to the extent that the Merchant contributed to the occurrence
of any loss by any negligent or intentional action or omission
and the Merchant's liability in that instance shall be
determined in accordance with the principles of contributing
negligence; or
(f) for the actions or inactions of any intermediary service
provider instructed by Wirecard, and Wirecard's liability in
such instance shall be limited to using reasonable care in the
selection, appointment and instruction of such intermediary
service provider (but not of any third party such provider may
use); or
(g) for any failure or disruption in the technical infrastructure,
including the proper functioning of the technical transmission
procedure, devices, cable routes and other technical
equipment, which the Merchant uses (e.g. to submit the data
records resulting from the payment transactions) if such
failure or disruption is due to abnormal and unforeseen
circumstances beyond Wirecard's control, the
consequences of which would have been unavoidable
despite all efforts to the contrary; or
(h) for any loss of data and other malfunctions or for damage if
such loss of data, other malfunctions and damage is due to
the fact that the Merchant does not comply with the
stipulations for the delivery of data to Wirecard's processing
platform (cf. § 6 sub-clause (10)) pursuant to the interface
specifications provided by Wirecard as applicable from time
to time and the provisions of the Contract (particularly § 6
sub-clauses (11) et seq.). If data is lost following delivery by
the Merchant or by a third party commissioned by the
Merchant and upon delivery to Wirecard, Wirecard shall not
be liable for that part of the damage that is due to the fact
that no proper backup was made by the Merchant or by the
third party commissioned by the Merchant on the Merchant's
or the third party's own systems prior to transmission –
provided that such a backup is permitted under the
provisions of the Contract, the applicable statutory
provisions and the requirements of the operators of the
payment systems underlying the Online Payment Methods
(e.g. Card Schemes); or
(i) for the following, which are not contractually owed
obligations of Wirecard:
(i) the connection and data transmission between the
Merchant and its customers; Wirecard cannot
influence this; the Merchant is responsible for
ensuring the requisite transmission security between
customers and the Merchant including compliance
with applicable data protection provisions as well as
specific requirements for individual payment methods
(e.g. requirements of the Payment Card Industry Data
Security Standard / PCI, as regards this cf. also the
information at www.pcisecuritystandards.org) and
any other specific requirements for individual Online
Payment Methods;
(ii) the data transmission within the Merchant's systems
or in telecommunications networks of third parties;
Wirecard cannot influence the data traffic on the
Internet and does not accept any responsibility for the
availability and reliability of telecommunications
networks of third parties or for transmission errors or
alterations to the data to be transmitted in
telecommunications networks or systems of third
parties;
(iii) the provision, servicing, maintenance and, as the
case may be, configuration and programming of the
hardware and software to be maintained by the
Merchant during the term of the Contract in order to
ensure fulfilment of the Prerequisites for Connection
(as defined in sub-clause (11) below); and/or
(iv) the transfer of Wirecard software to the Merchant for
storing/using on the Merchant's systems.
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(4) Notwithstanding § 4 sub-clauses (2) and (3), where the Merchant
acts as a payer, it may be entitled to a refund from Wirecard of the
full amount of any authorised payment transaction initiated by or
through the payee, in accordance with Regulation 80 of the
Payment Services Regulations 2017.
Liability for unexecuted or incorrectly executed payment
transactions
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
General Terms and Conditions
of Acceptance
(5) Wirecard will not be liable to the Merchant if Wirecard executes a
payment transaction in accordance with the unique identifier
provided by the payer, but where the incorrect unique identifier was
provided. Such transactions shall be deemed to be correctly
executed by Wirecard and shall not be construed as unexecuted or
incorrectly executed payment transactions for which Wirecard may
have liability. However, in such circumstances Wirecard will make
reasonable efforts to recover the funds involved in the payment
transaction and the Merchant agrees Wirecard may charge the
Merchant for any such recovery.
(6) Wirecard's liability for damage incurred by the Merchant due to a
unexecuted or incorrectly executed payment transaction or due to
a payment order that was not authorised by the Merchant is limited
in quantum to the amount of the respective payment transaction
plus an amount to restore the Merchant's payment accounts to the
state in which it would have been had the defective payment
transaction not taken place plus any charges for which the Merchant
is responsible and any interest which the Merchant must pay as a
consequence of the non-execution or defective execution of the
payment transaction.
(7) Nothing in this Contract shall detract from the Merchant's right to
reimbursement under regulation 76 of the Payment Services
Regulations 2017 in the event of an unauthorised payment
transaction.
(8) The Merchant is only entitled to redress from Wirecard in respect of
an unauthorised, unexecuted or incorrectly executed payment
transaction made by Wirecard on the Merchant's behalf if the
Merchant notified Wirecard of the unauthorised, unexecuted or
incorrectly executed payment transaction without undue delay on
becoming aware of that unauthorised, unexecuted or incorrectly
executed payment transaction and in any event within thirteen (13)
months of the date of the payment transaction. The thirteen (13)
month period shall only begin to run if Wirecard has made the
Transaction Information available to the Merchant in accordance
with terms of this Contract no later than one month from the date of
the payment transaction.
(9) If an instruction is, by reason of its content, typically executed in
such a form that Wirecard entrusts the further settlement to a third
party, Wirecard fulfils the order by forwarding it to the third party in
its own name. This concerns, for example, the obtaining of bank
references from other credit institutions. In such cases Wirecard's
liability shall be limited to carefully choosing and instructing the third
party.
§5 The Merchant's Liability, Indemnity
(1) The Merchant shall be liable for and shall indemnify Wirecard from
and against all expenses, costs, claims, obligations or any liability
and all other damage or loss arising from any breach by the
Merchant of its obligations under the Contract or of applicable laws
and regulations. The Merchant shall be liable to Wirecard for the
proper fulfilment of its obligations exercising the care of a
responsible businessperson.
(2) Where the Merchant is acting as a payer, it may be liable for up to
€50 for any losses incurred in respect of an unauthorised payment
transaction, arising from the use of a lost or stolen payment
instrument or, where the Merchant has failed to keep personalised
security features of the Online Tool safe, or from the
misappropriation of the Online Tool. The Merchant will, however, be
liable for all such losses where it has acted fraudently, or has failed
(with intent or gross negligence) to comply with its obligation in
relation to the Online Tool.
§6 The Merchant's Obligations
Notification of Changes
(1) So that business dealings can be properly processed, the Merchant
must notify Wirecard of any changes to its name and its address as
well as of any expiration of or change to any power of representation
(particularly any power-of-attorney) in relation to Wirecard without
undue delay. This duty to notify shall even apply if the power of
representation is registered in any public register and the expiration
thereof or change thereto is entered in such register.
Clarity of Orders
(2) Orders from the Merchant to Wirecard must be clear and
unambiguous. Instructions which are not clearly formulated may
give rise to queries, which may lead to delays. The Merchant must
pay particular attention to the correctness and completeness of
details it provides on the account to which funds will be settled by
Wirecard under the Contract, particularly the correctness and
completeness of the unique identifier for the account (such as the
Page 4 of 10

account number and bank sort code or IBAN and BIC) as well as of
the currency the Merchant wishes the funds to be settled into or in.
Any changes to, confirmations or repetitions of, instructions must be
marked as such.
Notification of Unauthorised, Incorrectly Executed or Non-
Executed Payment Transactions
(3) The Merchant must notify Wirecard without undue delay (and in any
event within thirteen (13) months of the date of the relevant payment
transaction) after discovering an unauthorised, incorrectly
executed, or unexecuted payment transaction made by Wirecard on
the Merchant's behalf.
Duty to Inform
(4) The Merchant must provide or make available to Wirecard any
information and/or documents reasonably requested by Wirecard in
the course of the establishment and performance of this Contract.
The Merchant must provide or make such information and
documents available promptly fully, correctly and truthfully. The
Merchant must notify Wirecard of all changes in such information
and documents without being asked to do so and without undue
delay in writing, particularly:
(a) any change to the objects of the business;
(b) any change to the type of product range;
(c) any disposal or leasing of the business or any other change
of ownership;
(d) any change of legal form or company name;
(e) any change of address or bank details;
(f) any change in the Merchant's financial situation;
(g) any change to the information, which the Merchant has
provided pursuant to applicable anti-money laundering
legislation, particularly regarding the beneficial owner and/or
for Wirecard's customer due diligence purposes; and
(h) any change in the security classification of its e-commerce
transactions (non-encrypted, SSL-encrypted, etc.) with
customers.
The Merchant shall, without being asked, also provide Wirecard
with all other information and documents, which may be of
relevance to Wirecard for rendering the services under the terms of
the Contract. The Merchant must bear any and all damage that
Wirecard suffers as a result of any breach of this duty to notify.
(5) Upon request by Wirecard the Merchant shall promptly provide
Wirecard with extracts of its certified Commercial Register (e.g. in
the UK, Companies House, in Germany, the Handelsregister etc) ,
extracts from other registers, its company books (including the
register of shareholdings) trading licences, articles of
association/partnership agreement, annual accounts and all
information required pursuant to any and all applicable laws and
regulations which relate to anti-money laundering and countering
terrorist financing combating money laundering and terrorist
financing. In addition the Merchant shall promptly provide Wirecard
with all other current information and documents requested by
Wirecard concerning the Merchant (e.g. regarding the Merchant's
financial situation) to a reasonable extent. If documents have been
drafted in a language other than German or English, the Merchant
shall provide these documents together with a German or English
translation, if so demanded by Wirecard a certified translation. The
Merchant shall in each case, upon request by Wirecard, provide
information about the organisation of its business operation
(including security measures) including information, which in
Wirecard's judgement has to be provided to third parties (e.g. Card
Schemes or operators of other payment systems or payment
methods) for the purposes of performing the Contract.
Security
(6) If the Merchant has reasonable grounds for believing that the
customer who uses a payment instrument is not the person
authorised to use the payment instrument, or is not the person
whose details have been presented for carrying out the transaction,
the Merchant must check the customer's authorisation. The
Merchant will not accept Online Payment if there is cause to believe
that there is a case of fraudulent use. In all other respects, unless
otherwise contractually provided, the Merchant is entitled to allow
Version 1.0.0 | Status 27.03.2018
Online Payments either generally or in individual cases.
(7) The Merchant shall ensure that within its sphere of influence it is not
possible for the data input to be manipulated, in particular that any
unauthorised use of equipment by employees, other personnel,
agents or unauthorised persons is not possible.
Compliance with the Laws, Permits
(8) The Merchant undertakes to comply strictly with all applicable laws
and regulations in the operation of its business; this particularly
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
General Terms and Conditions
of Acceptance
applies to compliance with provisions which apply in relation to
consumers.
(9) If the Merchant conducts business, which under applicable laws and
regulations requires an official authorisation, licence or permit
("permit") (e.g. in relation to certain customer groups such as young
people), particularly games of chance, lotteries, betting and
suchlike, the Merchant shall prove to Wirecard without undue delay
that such permit has been granted (particularly by submitting a
certified copy of the notification of the permit), and shall inform
Wirecard without undue delay if any such permit is changed,
expires, is withdrawn or otherwise loses its validity. The Merchant
shall expressly inform potential customers if in certain countries
where the Merchant directs its offering no such permit has been
issued, or if any such permit changes, expires or is withdrawn or
otherwise loses its validity, if the goods/services concerned are
prohibited for other reasons or if the Merchant is unclear what the
legal situation is. In such cases Wirecard may refuse to process
transactions or payouts. Wirecard shall inform the Merchant of any
such exclusion in a timely manner and Wirecard shall have no
liability to the Merchant or any third party for any loss or damage
resulting from the Merchant's failure to hold or maintain the
appropriate permit(s). The provisions in individual Special Terms
and Conditions on inadmissible goods/services of the Merchant and
Wirecard's right not to provide services relating to any such
inadmissible goods/services of the Merchant shall remain
unaffected.
Technical Connection, Merchant Number
(10) The Merchant shall ensure that all Online Payments to be
processed under the Contract are captured using one of the
Merchant's connections to Wirecard's technical platform
(hereinafter "Processing Platform"). Wirecard shall process such
Online Payments via the Processing Platform in accordance with
the provisions of the Contract. The Merchant's connection to the
Processing Platform can be made through various interfaces, e.g.
front-end (PaymentPage), XML or Batch File Transfer via FTP
(together "Interfaces").
(11) The Merchant undertakes that during the term of the Contract it will
program, configure and implement the Merchant System's
interfaces in accordance with the relevant interface specifications
provided by Wirecard and shall ensure that the Merchant's System
fulfils the prerequisites for a connection via the Interfaces to the
Processing Platform ("Prerequisites for Connection").
(12) Wirecard shall make the interface specifications available to the
Merchant in a timely manner. The Merchant undertakes to
implement all alterations and modifications to, and other
developments of, the interface specifications, of which Wirecard
notifies the Merchant in writing and in good time, usually at least six
(6) weeks before they take effect, and to do so in a timely manner.
(13) The Merchant is aware and acknowledges that fulfilment of the
Prerequisites for Connection by the Merchant is a prerequisite for
Wirecard to be able to render its services under the Contract
properly.
(14) Delivery of the transaction details to the Processing Platform is the
Merchant's responsibility. The Merchant must ensure that the
transaction details, which the Merchant delivers to Wirecard, are
correct and complete, are in a readable format which can be
(further) processed in accordance with the requirements of the
interface specifications, comply with the other technical process
requirements prescribed by Wirecard and are delivered or
presented stating the Merchant's respective number ("Merchant
Number").
(15) Through the Interfaces the Merchant is given the technical ability
and authorisation to access the Processing Platform by means of a
telecommunications connection (Internet). However, the Merchant
shall have no rights in excess thereof, particularly no rights to the
interface information, to the software applications underlying the
Processing Platform or to the software.
(16) The programming work required for a connection to the Processing
Platform is not part of the Contract and falls within the Merchant's
sphere of sole responsibility. If requested by the Merchant,
Wirecard is able to support the Merchant with its connection to the
Processing Platform under the terms of a separate agreement and
on payment by the Merchant of additional remuneration.
(17) The Merchant is obliged to handle the communication between it
and the customer solely via a connection that is secured against
data manipulation (e.g. SSL encryption). The Merchant shall, as far
as this is concerned, be personally responsible for ensuring the
requisite transmission security between the Merchant and its
customers. Such transmission security is not an integral part of the
Contract.
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Availability of the Processing Platform, Support Service
(18) Wirecard shall make the Processing Platform available to the
Merchant for processing transactions 24/7 with an availability of at
least 99% unless otherwise agreed between the Parties. However,
Wirecard reserves the right to restrict the availability of the
Processing Platform temporarily, either in whole or in part, if it
reasonably believes such restriction to be necessary for essential
reasons, for example (without limitation) maintenance work,
adaptations, changes and additions to the software applications,
measures to locate and rectify malfunctions as well as restrictions
due to specific risks of fraudulent use ("Essential Interruptions").
Essential Interruptions shall not be counted as part of the 99%
availability of the Processing Platform referred to above.
(19) Wirecard shall not be liable for any faults that occur due to
telecommunications or Internet provision when connecting to the
Processing Platform (for example as a consequence of all the lines
being busy).
(20) During the term of the Contract Wirecard shall, either itself or
through a commissioned third party, undertake the maintenance of
the Processing Platform. This does not include the maintenance of
any programming which the Merchant has itself undertaken by
means of the interface specifications.
(21) Wirecard may make changes, or have changes made to, the
software underlying the Processing Platform (updates and/or new
releases) at any time, even without the Merchant's agreement.
(22) Wirecard shall provide the Merchant with a support service. The
service times are Mondays to Fridays (other than on UK national,
German national and/or Bavarian bank and/or public holidays)
between 08:00 am and 17:00 UK time. The Merchant is obliged to
send any queries to the support desk by e-mail to the address
support@wirecard.com. Any deviating service times and any
response times that may be agreed shall be stipulated in a service
level agreement to be concluded separately. The support service
shall cover rectification of all faults that arise during proper use of
the Processing Platform by means of remote maintenance. The
Merchant shall be available to the necessary extent and at the
necessary times for rectifying the faults and must comply with and
follow Wirecard's advice and instructions aimed at analysing the
problem and determining the fault. The Merchant has no right to
require that an engineer and/or employees of Wirecard be sent on
site.
(23) Service and/or support services which go beyond Wirecard's
warranty obligation, shall be charged to the Merchant separately as
individually agreed.
Extent of the Merchant's Rights, Duties of Care
(24) Wirecard grants the Merchant a limited right to access the
Processing Platform in accordance with the Contract; such right is
limited in terms of subject matter to the permitted contractual use
and application (calling up, displaying and executing the
transactions on the Merchant's servers, inspecting, retrieving and
storing Material Contractual Information) and is limited in terms of
time to the term of the Contract, is non-exclusive and is non-
assignable. In particular the Merchant may not sub-license any
rights of use unless, by way of exception, Wirecard has expressly
consented in advance and in writing to the contractual use by third
parties who the Merchant has named in advance. The Merchant is
not granted any more far-reaching rights.
(25) All trademark rights, copyrights and other rights to the Processing
Platform and to the Online Tool (as well as to the structure and
layout of the Internet pages concerned) and to the underlying
software codes/source codes shall remain with Wirecard or the
licensors respectively. The Merchant is not permitted to copy or
otherwise reproduce, modify, process/edit, reverse engineer or
decompile software applications of the Processing Platform, the
Online Tool and/or the content thereof and/or the structure and
layout of the Internet pages concerned, including the
documentation and specifications pertaining thereto or the
underlying software codes/source codes, either in whole or in part,
or to disclose or make the aforementioned available to third parties
or to use the aforementioned in any other way for purposes other
than the contractual use without the express prior written consent
Version 1.0.0 | Status 27.03.2018
of Wirecard. Notwithstanding the above the Merchant shall be
entitled to copy a code or to translate a code form if this is imperative
in order to obtain the necessary information to enable the
interoperability of the software with the Merchant System. This shall
not apply if the necessary information has already been disclosed
to the Merchant or the Merchant does not confine itself merely to
obtaining the information for the above-mentioned purposes.
(26) The Merchant shall not try, either itself or through unauthorised third
parties, to retrieve information or data from Wirecard's Processing
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
General Terms and Conditions
of Acceptance
Platform or systems without authorisation or to interfere with
programs operated by Wirecard, or to have them interfered with or
to penetrate any data networks of Wirecard without authorisation.
(27) The Merchant shall inform Wirecard without undue delay if it learns
of any possible infringement of intellectual property rights.
(28) Upon termination of the Contract the Merchant must cease using
the Processing Platform and the Online Tool and must return the
interface specifications and other documentation and specifications
provided, as well as any and all copies made thereof, to Wirecard
or – if it is not possible to return them or it is only possible to return
them at an unreasonable cost – must delete or destroy them in a
manner that is protected against any reversion of information.
Other Obligations regarding Conduct when Presenting
Transactions
(29) The Merchant must not publish in any way any false or misleading
information about its offering and, particularly when offering paid for
content on the Internet, must label such content accordingly with
notices of charges and not offer it as "free content".
(30) Unless expressly otherwise agreed in individual Special Terms and
Conditions, the Merchant is not entitled:
(a) to present transactions for charges for services, which are
not provided for its own account or are provided by order of
a third party, to Wirecard under the Contract;
(b) to present transactions from its own services/sale of goods
together with transactions of other providers to Wirecard
bundled into one transaction or have the aforesaid presented
to Wirecard by third parties.
§7 The Merchant's Special Obligations in Electronic
Commerce
(1) The Merchant warrants that all information arising out of payment
transactions (e.g. payment details, card information including the
card number, expiry date and, as the case may be, card security
code or account details including account holder) will be transferred
in encrypted form using the method required by Wirecard.
(2) The Merchant's offerings must avoid the impression that Wirecard,
any Card Scheme or operator of a payment system or payment
method or some other third party are the offerors or dispatchers of
the goods or services.
(3) The Merchant accepts that the internet address provided for the
purpose in the Online Application will be indicated on the Merchant's
customer's statement (card or account statement).
(4) The Merchant shall notify Wirecard promptly of other internet
addresses of the Merchant, through which Online Payments are to
be processed, and such internet addresses may not be used for
Online Payments until they have been cleared by Wirecard.
(5) The Merchant shall clearly point out to its customers at the time
when payment is made which internet address will appear on the
statement. If such internet address is different from the one where
the order was placed, the Merchant will set up a reference or link to
the address where the order was placed on the page of the
settlement address.
(6) The Merchant undertakes to comply with all applicable consumer
protection laws and regulations, which are relevant to the
Merchant's business model, in particular but without limitation the
provisions of the EU Consumer Rights Directive as applicable from
time to time and of the EU E-Commerce Directive as applicable
from time to time and all applicable national legal provisions
(particularly laws and regulations governing consumer protection,
distance selling and e-commerce) and in each case to state the
following details, which allow the Merchant's customer to make an
appropriate decision about purchasing the Merchant's
services/goods, in a clear, easily accessible and timely manner and
in the legally required form, which are to be settled through Online
Payments:
(a) full name and address, registered office, company
registration number, place where company register is
situated and all further details, which are obligatory under the
law of the country in which the Merchant is established;
(b) a complete, correct and readable description of the
goods/services offered;
(c) the terms and conditions of delivery, especially provisions on
the right of revocation and right to return goods/services as
well as the processing of credit notes as well as - to the
extent required - precontractual information;
(d) all charges and costs to be paid for the Merchant's
goods/services, including the cost of post and packaging as
well as taxes and, where applicable, the cost to the customer
of using a particular payment instrument;
Page 6 of 10

(e) the currency in which the goods/services will be invoiced and
where the Merchant offers a currency conversion service at
the point of sale, all charges as well as the exchange rate to
be used for the conversion;
(f) a reference to and contact details of the Merchant's
customer service desk; and
(g) the data protection principles observed by the Merchant for
the use of customer data and for transmitting payment
details.
(7) The Merchant undertakes:
(a) to offer prices only in those currencies, which have been
admitted for settlement by Wirecard according to the Online
Application;
(b) for recurring goods/services, to have a simple way for the
customer to terminate online;
(c) in the event of any trial use of its pages / services, to inform
the customer in good time when the trial use ends, when the
obligation to pay commences and the ways in which the
customer can terminate; and
(d) when the websites of other companies are accessed directly
through links to indicate expressly when the Merchant's
website is left.
(8) If the Merchant operates Internet addresses in a language other
than German or English the Merchant shall send Wirecard a
German or English translation thereof upon request.
§8 Retention and Documentation
(1) The Merchant must retain the following data and documents in
electronic or written form for every transaction transmitted to
Wirecard:
(a) in e-commerce all payment details transmitted by the
customer (but not the card security code);
(b) in the case of distance sales by post or fax, the documents
transmitted by the customer;
(c) in the case of distance sales by telephone, the date and time
of the phone call, the person from whom the instruction to
pay was taken, the subject matter of the purchase order and
the payment details transmitted by the customer (but not the
card security code).
The documentation and retention obligations agreed in individual
Special Terms and Conditions (e.g. for direct debits) and further-
reaching statutory retention obligations of the Merchant shall remain
unaffected thereby.
(2) In the case of payment using a payment card, the card security code
must be deleted after the authorisation request has been made.
(3) The Merchant must retain the documents and data defined in § 8
sub-clause (1) above for at least eighteen (18) months, calculated
from the date of presentment of the transaction unless earlier
deletion is mandatory by law. The data and documents must, upon
request, be made available to Wirecard for review purposes on
paper or in a readable electronic format. If the Merchant does not
comply with any such request by Wirecard without undue delay,
Wirecard shall have the right to charge back the full invoiced
amount.
(4) The Merchant shall use the information and payment details
obtained in connection with the execution of a payment transaction
solely for the purpose of performing its contractually owed
obligations and shall not pass any such information or data on to
unauthorised third parties or otherwise exploit such information.
(5) The obligations governed in this § 8 shall not apply if and to the
extent that the Merchant does not have the corresponding data
within its control because of a particular interface that is used (e.g.
PaymentPage).
(6) If the Merchant so requests at any time during the term of this
Contract, Wirecard shall provide to the Merchant a copy of this
Contract and all information referred to in Schedule 4 of the
Payment Services Regulations 2017.
(7) The obligations governed in this § 8 shall continue to apply in
accordance with the above provisions even after termination or
expiry of the Contract.
§9 Charges, Expenses
Version 1.0.0 | Status 27.03.2018
Charges
(1) The charges to be paid by the Merchant for using the services of
Wirecard (in particular but without limitation the discount, the
transaction charge and the chargeback fees) are set out in the
Contract (via the Online Application and the Online Tool). These
can be found and accessed at any time via the Online Tool.
(2) Wirecard's usual charging structure is based on blended merchant
service charges which comprise the interchange fee, the scheme
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
General Terms and Conditions
of Acceptance
fee and our acquiring fee and, subject to the request made during
the Online Application, the Merchant acknowledges and agrees that
it will be charged for Wirecard's merchant services as a blended
rate. The Merchant can find more detailed information regarding the
fees which comprise the merchant service charges via the Online
Tool.
(3) In addition, Wirecard shall be entitled to charge a fee to the
Merchant for any additional services provided by Wirecard at the
request of the Merchant (e.g. providing copies of statements of
account).
(4) Unless expressly otherwise agreed (e.g. in Special Terms and
Conditions) all prices are stated exclusive of statutory value added
tax. Insofar as individual services under the business relationship
can be provided subject to value added tax Wirecard can opt for
value added tax irrespective of whether the Merchant can deduct
the amount of value added tax paid as input tax. The Merchant shall
be charged the value added tax amount in addition to Wirecard's
agreed charges.
(5) The Merchant recognises that charges in the Contract are assessed
prior to the commencement of its term on the basis of information
given to Wirecard by the Merchant. If that information proves to be
incorrect or there is a reasonably significant change to such
information, Wirecard shall, acting reasonably, be entitled to adjust
charges during the term of the Contract. Examples include where
transaction volumes, the number of transactions, the average
turnover, the number of credits and chargebacks are different from
what was predicted or when a third party makes amendments to
other cost-relevant framework conditions (e.g. amendments made
by a Card Scheme to their rules, services and/or charges). Wirecard
shall give the Merchant at least two (2) months' notice of any such
change and the procedure in § 2 sub-clause (4) shall apply to any
changes to charges.
(6) Notwithstanding sub-clause (5), changes in interest or exchange
rates may be applied immediately and without notice to the
Merchant where the changes are based on any reference interest
or exchange rate, or where the charge is more favourable to the
Merchant.
Expenses
(7) All expenses which Wirecard incurs directly or indirectly in
connection with the performance of the Contract (e.g. other agreed
settlement charges, fees for foreign transfers and/or transfers to
foreign currency accounts, costs due to currency fluctuations, long-
distance telephone calls, postage, the processing of chargebacks,
costs in connection with the creation, administration, release or
realisation of security) must be reimbursed by the Merchant
promptly after a corresponding statement of account has been
issued to the Merchant by Wirecard.
Charges in the event of Termination by the Merchant
(8) In the event of termination by the Merchant other than where
terminated due to cause (e.g. due to a breach by Wirecard of its
obligations under this Contract), any charges already paid will not
be refunded pro rata.
§ 10 Payments to the Merchant, Settling of Accounts
Payout
(1) Wirecard shall pay to the Merchant the amount of sums paid by
customers of the Merchant for payment transactions and which the
Merchant has presented to Wirecard, less all charges and expenses
due in each case pursuant to § 9 as well as less all expenses and
compensation payments owed by the Merchant under § 5 and less
any refund payable by the Merchant under the Contract or by law,
in each case plus any value added tax, which may, as the case may
be, apply to such deductions. Such payment shall be made in
accordance with the Special Terms and Conditions applicable to the
respective individual Online Payment Methods ("Payouts") and
shall be without prejudice to any further-reaching rights of set-off
that Wirecard may have.
(2) All credits, Payouts and settlements by Wirecard to the Merchant
are made conditionally. Wirecard shall have no payment obligation
to the Merchant unless all of the prerequisites for payment out of
the corresponding payment sum and agreed in the Contract for the
service concerned are met in full or if, pursuant to the provisions of
the Contract, a claim to a refund or a right to set-off arises on the
part of Wirecard due to the Payout. If Wirecard nevertheless makes
Payouts to the Merchant, Wirecard can demand that they be
refunded or can offset them against its own payment obligations
owed towards the Merchant and offset them against payment
obligations owed towards the Merchant under other contracts with
the Merchant such as those which may be in place between the
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Merchant and Wirecard Bank and/or any other Wirecard group
company. Accordingly, any and all Payouts paid by Wirecard to the
Merchant shall be deemed to have been paid subject to chargeback
up until the time when Wirecard learns that the respectively agreed
prerequisites for payment out have been fulfilled (however no longer
than eighteen (18) months from the date of presentment of the
respective payment transaction to Wirecard, ("Chargeback
Period")).
(3) Wirecard shall make the Payouts available to the Merchant without
undue delay after the sum paid by the Merchant's customer has
been received into Wirecard's account. Subject to this Contract,
Wirecard shall pay the Payouts to such bank account of the
Merchant as the Merchant has stipulated in the respective Online
Application for the particular Online Payment Method Wirecard is
not obliged to account or give the Merchant any interest, profit or
other benefits received from the payment sums made available up
to and including the date of the Payout.
Settling Accounts, Provision via the Online Tool
(4) Unless expressly otherwise agreed in the Online Application – (or
for individual Online Payment Methods in the Special Terms and
Conditions) following the expiry of the individually agreed
settlement period the Merchant shall be provided with electronic
statements via the Online Tool showing the Payouts made,
chargebacks and reverse entries, the charges and disbursements
due in accordance with § 9 as well as the expenses to be
reimbursed in each case in accordance with sub-clause § 5 and, as
the case may be, other items. If presented, payment transactions
are credited collectively and Wirecard shall be entitled not to show
the individual payment transactions in the statement but instead
only the total amount per day and/or per product.
(5) If the statement prepared by Wirecard shows a negative balance,
the Merchant must settle such negative balance immediately
following receipt of that statement by the Merchant. All sums
included in statements shall be due for payment to Wirecard
immediately upon receipt of the statement. If the Merchant has
given Wirecard a national direct debit mandate or a SEPA direct
debit mandate for this, the settlement shall be effected by direct
debit. In all other instances, the Merchant shall settle the negative
balance by another means without undue delay.
(6) Wirecard will provide statements to the Merchant by e-mail or in the
Online Tool regularly, but at least once a week, and the Merchant
must keep these statements for its records. The Merchant may
also request paper statements and Wirecard will charge for the
supply of these paper statements at the rate stipulated in Wirecard's
price list from time to time. The Merchant must immediately check
any and all statements rendered to it and must notify Wirecard of
any objections immediately and in accordance with the provisions
of sub-clause § 6(3).
§ 11 Security for Wirecard's Claims against the Merchant
The Creation of or Increase in Security
(1) Wirecard may demand that security be provided for all claims
arising out of the acquiring relationship and, more particularly, even
if the claims are conditional or limited in time. If the Merchant has
assumed responsibility for the liabilities of another of Wirecard's
merchants (for example as a guarantor) Wirecard shall have the
right to require the Merchant to grant security or increase the value
of security granted previously with regard to the debt ensuing from
the assumption of liability.
(2) Unless otherwise provided in the Contract, Wirecard shall allow the
Merchant a reasonable period for creating or increasing the
security. However, Wirecard retains the right to terminate pursuant
to § 12 sub-clause (6)(d) if the Merchant fails to comply with its
obligation to create or strengthen security in a timely manner, and
it shall give the Merchant advance notice of a decision to terminate
(and a chance to remedy the default).
Changes to, and Re-Assessment of, the Risk
(3) Subject to § 11(4), if Wirecard refrains, whether in whole or in part,
from demanding that security be created or increased at a time
when claims against the Merchant arIse, it may nonetheless also
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demand security at a later point in time. A prerequisite for this is,
however, that circumstances arise or become known, which justify
an increased risk assessment of the claims against the Merchant.
This can particularly be the case if Wirecard reasonably believes
that:
(a) the Merchant's financial situation has changed for the worse
or there is an impending risk that they will change for the
worse; or
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
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General Terms and Conditions
of Acceptance
(b) the value of existing security has depreciated or there is an
impending risk that they will depreciate.
(4) Wirecard shall have no claim to security if there exists between the
parties a pre-existing agreement expressly exempting the Merchant
from providing any security or limiting the range of security which
may be charged in favour of Wirecard.
(5) Subject to sub-clause (4), Wirecard reserves the right to reassess
the risk and to require corresponding increased security particularly
if and to the extent that:
(a) within a period of two (2) calendar months the average
monthly transaction volume exceeds the corresponding
monthly forecast set out in the Online Tool or adjusted in
connection with an increase in security pursuant to this § 11
sub-clause (5) (a) by more than twenty percent (20%);
(b) the business described by the Merchant changes in such a
way that according to the risk management strategy applied
by Wirecard the Merchant falls into a higher risk category
(e.g. because of a change in the business model, the product
range, the times of delivery or service, the average
transaction volume, the average transaction amount and/or
the chargeback rate, which increases the risk); or
(c) Wirecard has good reason for assuming that the Merchant
constitutes a risk of fraud or loss.
Agreement of a Lien to the Benefit of Wirecard
(6) The Merchant and Wirecard are in agreement that Wirecard
acquires a lien on the claims to which the Merchant is entitled, or
will in future be entitled, against Wirecard under the acquiring
relationship (e.g. Payout claims).
(7) The lien shall serve as additional security for all existing, future and
conditional claims, to which Wirecard is entitled against the
Merchant under the acquiring relationship. If the Merchant has
assumed liability in relation to Wirecard for the liabilities of another
of Wirecard's merchants (for example as a guarantor) the lien shall
secure the debt ensuing from the assumption of liability, however
only with effect from when it is due.
Limits on the Right to Security and the Obligation to Release
Security
(8) Wirecard may assert its right to require the Merchant to grant or
increase the value of security given to Wirecard for as long as the
realisable value of all security corresponds to the total sum of all
claims arising out of the acquiring relationship or under the Contract
("Cover Limit").
(9) If the realisable value of all security exceeds the Cover Limit over a
long term period the Merchant may request that Wirecard releases
the whole or part of its security to the extent that the value of that
security exceeds the Cover Limit. When selecting the security to
be released, Wirecard shall take into account the legitimate
interests of the Merchant and of any third party guarantor, who has
created security for the liabilities of the Merchant. Within these
parameters Wirecard is also under an obligation to carry out the
Merchant's mandates for values, which are subject to the lien (for
example payment out of payment transactions).
(10) If a different evaluation from the realisable value has been agreed
for a particular security or if a different Cover Limit or a different limit
for the release of security has been agreed, such different
evaluation/limits shall apply.
The Realisation of Security
(11) When realising and selecting any security to be realised, Wirecard
shall do so at its option but shall take into account the legitimate
interests of the Merchant and of any third party guarantor, who has
created security for the liabilities of the Merchant.
(12) If the realisation is subject to value added tax, Wirecard shall issue
the Merchant with a credit note for the proceeds, which shall serve
as an invoice for delivery of the property acting as security and
which complies with the requirements of value added tax law.
§ 12 Term, Termination and Right to Suspend Services
Term, Ordinary Termination
(1) The Contract shall enter into force upon signature by the Merchant
and Wirecard ("Entry into Force"). Initially, it is concluded for a
period of one calendar year ("Basic Term"). Notwithstanding the
Merchant's cancellation rights under § 1 sub-clause (4), The
Contract may be terminated at any time by the Merchant with one
(1) month's written notice and Wirecard may terminate the Contract
with two (2) months' written notice. If the Contract is partially
terminated by one of the Parties in accordance with the above
sentence in respect of individual services it shall automatically be
extended in accordance with the above sentence with respect to
Page 8 of 10

those services that have not been terminated unless expressly
agreed otherwise.
(2) The rights of termination separately regulated in the General Terms
and Conditions of Acceptance and in the agreed Special Terms and
Conditions shall remain unaffected.
Wirecard's Right to Suspend Services
(3) Wirecard shall have the right to suspend provision of the services
to the Merchant if:
(a) the Merchant breaches its obligations under the Contract or
there is good cause that entitles Wirecard to terminate the
service relationship affected or the Contract without notice;
or
(b) if Wirecard has reasonable grounds to believe that stopping
the use of the Online Tool and/or the provision of the
services is necessary due to, for example, security, a
suspected unauthorised or fraudulent payment transaction
or a significantly increased risk that the Merchant may be
unable to fulfil its liability to pay.
Wirecard's right to terminate without notice for good cause remains
unaffected.
(4) If services are to be suspended, Wirecard shall, to the extent
permitted by law and regulation, notify the Merchant thereof before
suspending the services or immediately afterwards, using the
method of communication agreed (cf. § 3).
(5) If the grounds for suspending services no longer exist, Wirecard
shall notify the Merchant thereof without undue delay after learning
of this and shall resume provision of the services.
Termination for Good Cause
(6) Wirecard has the right to terminate the Contract without notice if:
(a) the Merchant is in the course of winding up or is insolvent or
if the Merchant disposes of its assets, its operation or its
business, either in whole or in part, outside the ordinary
course of business;
(b) the Merchant has made incorrect statements about its
financial situation and such statements influenced
Wirecard's decision to enter into the Contract, a particular
Schedule thereto or other operational transactions which
comprises a risk for Wirecard or to assume a particular level
of risk and set the level of security demanded;
(c) there is a considerable worsening of the Merchant's financial
situation or of the value of the security provided by the
Merchant or there is a threat of such worsening which calls
into question the repayment of sums or the performance of
other obligations owed to Wirecard even if security provided
for this is realised;
(d) the Merchant fails to comply with its obligation to provide or
increase security in accordance with the Contract within a
reasonable period set by Wirecard, or
(e) a justified suspension pursuant to sub-clause (3) lasts for
more than thirty (30) days; or
(f) the Merchant breaches Material Contractual Obligations
(particularly but not limited to any of its obligations governed
in § 2 sub-clause 0 to sub-clause (31), § 2 sub-clause (29),
§ 6 sub-clause (4) to (9) and § 7).
This is particularly the case if:
(i) the Merchant fails to provide information or
documents requested by Wirecard, or fails to do so in
due time, or conditions imposed by Wirecard are not
fulfilled or not fulfilled in due time,
or
(ii) if the Merchant does not have or no longer has the
permits statutorily prescribed for its business
operations.
(7) The Special Terms and Conditions may stipulate further
circumstances where Wirecard's individual services, on the basis of
which Wirecard has the right to terminate the Contract without
notice in whole or in relation to the service concerned.
(8) Wirecard shall not be obliged to terminate the Contract if there is a
ground for termination without notice. Any failure on the part of
Wirecard to exercise a right of termination shall not constitute a
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waiver by Wirecard its right to terminate.
(9) Wirecard shall have a special right of termination without notice if
the proportion of chargebacks arising out of the Merchant's
transactions exceeds the limits regulated in the Special Terms and
Conditions for the respective payment instrument.
(10) Wirecard expressly reserves the right to partial termination,
particularly with regard to individual services provided under the
Contract, individual payment instruments or the acceptance of
certain kinds of payment cards.
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
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General Terms and Conditions
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The Setting of Deadlines, Form of the Notice of Termination,
Obligation to Return Property
(11) Termination by one Party because of a breach of contract shall only
be permitted after a reasonable deadline for the respective other
Party to remedy the breach has expired to no avail or after a warning
notice by the respective other Party has been to no avail unless the
setting of such a deadline or warning notice can be dispensed with
due to the special circumstances of the case.
(12) On termination or expiry of the Contract the Merchant shall, upon
request by Wirecard, return to Wirecard all documents and data
provided to the Merchant and shall in any case remove all
references to the payment instruments including the logos of
relevant Card Schemes from its business premises, from its
websites or other offerings and from other places, unless the
Merchant is otherwise authorised to display them.
(13) Every notice of termination must be in writing (including e-mail) and
sent to the address notified in accordance with § 13 sub-clause (12).
§ 13 Other Provisions
Regulatory Obligations and Compliance with Statutory
Provisions
(1) The Merchant acknowledges that the implementation and
performance of the Contract and the availment of Wirecard's
services may be subject to certain statutory and regulatory
requirements and obligations in accordance with applicable laws or
regulations ("Regulatory Obligations") and that the Merchant has
checked independently whether it is subject to Regulatory
Obligations and whether it is able and permitted to conclude the
Contract. The Merchant warrants that it will comply with all of the
Regulatory Obligations at the time when the Contract is concluded
and during its entire term.
(2) Wirecard shall not assume the Regulatory Obligations of the
Merchant and of its affiliated undertakings and is in no way liable for
the fulfilment of such Regulatory Obligations by the Merchant and
its affiliated undertakings.
(3) The Merchant acknowledges and expressly declares that it is in
agreement that Wirecard may take all actions which Wirecard is
obliged to take to fulfil any Regulatory Obligations, even if this may
affect the provision of the services under the Contract. Wirecard
does not accept any liability for the losses, costs or damage
incurred by the Merchant or any of its affiliated undertakings due to
or in connection with such actions.
(4) Wirecard shall make amendments to the Contract in accordance
with § 2 sub-clauses (4) et seq. if this is necessary for Wirecard to
comply with the Regulatory Obligations.
Transfer of Contract
(5) Wirecard is entitled to transfer all or any part of the rights and duties
under the Contract to a third party to be designated by it ("Transfer
of Contract"). Wirecard shall notify the Merchant of the Transfer of
Contract in a timely manner, at least two (2) months before it
becomes effective or, if prior notice is not possible, as soon as
reasonably practicable after the Transfer of Contract has taken
place. A Transfer of Contract shall be deemed to have been
approved by the Merchant if the Merchant does not raise an
objection in writing or using the Online Tool within two (2) months
following receipt of the notice. If the Merchant raises an objection,
Wirecard shall have the right to terminate the Contract with two (2)
weeks' notice within six (6) weeks following receipt of the objection.
The Merchant shall have the right to terminate the Contract without
notice and without costs before the expiry of two (2) weeks following
the date upon which the Transfer of Contract takes effect. Wirecard
shall particularly draw the Merchant's attention to this right of
termination in its notice of the Transfer of Contract.
(6) When Wirecard's transfer of all or any of its rights and obligations
becomes effective, Wirecard shall withdraw from the Contract and
the third party, to whom the rights and obligations have been
transferred, shall enter the Contract as the contracting party in lieu
of Wirecard.
The Relationship between the Parties, Customer References
(7) This Contract does not establish any company/partnership in any
legal form whatsoever, any association or any joint venture between
the Parties.
(8) Wirecard and any Wirecard group company may name the
Merchant as a reference customer in its online and offline, written
or oral marketing documents, including its website, brochures,
presentations or offerings. Wirecard and any Wirecard group
company is entitled to use the Merchant's company name, logos or
trademarks and company description for such purposes and to
incorporate references to the Merchant's websites in its websites.
Page 9 of 10
 General Terms and Conditions
of Acceptance

Severability, Entire Agreement, Savings Clause
(9) In the event that one of the provisions contained in the Contract now
or in the future is or becomes void or unenforceable, this shall not
affect the validity of the remaining provisions. This shall also apply
in the event of any omissions from the Contract. The Parties
undertake to replace the void provision by a valid provision, which
comes closest to the economic purpose of the void provision.
(10) The Online Application, the General Terms and Conditions of
Acceptance, the agreed Special Terms and Conditions, the price
lists, the description of the services, the Online Tool and the further
Schedules to the Contract form an integral part of the Contract.
They form the entire agreement between the Parties concerning the
subject matter of the Contract and replace all previous agreements
or arrangements concerning the subject matter of the Contract.
Limitation Period
(11) All of the Parties' mutual claims arising out of the Contract shall be
time-barred fourteen (14) months after the respective
creditor/obligee of the claim learned - or ought to have learned
without gross negligence - of the circumstances giving rise to the
claim and of who the debtor/obligor is. Sentence 1 does not apply
to claims for damages resulting from an intentional or grossly
negligent action and does not apply to personal injury (injuries to
life, body and health).
Notices
(12) Unless otherwise provided in the Contract, the Merchant must send
all notices or declarations addressed to Wirecard to the following
contact details, in order for them to be effective:
individuals, micro-enterprises, small charities and trustees of small
trusts. The UK's Financial Ombudsman can be contacted:
(a) On Monday to Friday from 8am to 8pm (UK time) and on
Saturday from 9am to 1pm (UK time), by telephone on 0300
123 9123 (from inside the UK) or +44 20 7964 0500 from
other countries; or
(b) By post at Exchange Tower, London E14 9SR; or
(c) By email: enquiries@financial-ombudsman.org.uk.
The UK's Financial Ombudsman Service is available in a number of
languages and can introduce the Merchant to a translator if
required.
Governing Law and Place of Jurisdiction
(15) The Contract shall be governed by and construed in accordance
with English law.
(16) The place of jurisdiction for all disputes arising out of the Contract
shall, to the extent permitted, be the English courts. Wirecard may
also sue the Merchant in connection with the Contract at its place
of registered office.

Wirecard Card Solutions Ltd.

Postfach 31 01 36
04161 Leipzig
Germany

TELEPHONE: +49 (0) 30 300 11 22-10

EMAIL: support.en@checkoutportal.com

If Wirecard's address changes Wirecard shall notify the Merchant

thereof in writing (including by e-mail). Such change shall become
effective one (1) week after receipt of any such notice.
(13) In the event that wirecard needs to contact the Merchant in respect
of suspected fraud or any other security threat, it will do so in a
manner that it deems to be most secure in the circumstances.

Complaints
(14) In the first instance, the Merchant shall raise with Wirecard any
complaint relating to the services provided under this Contract via
the Online Tool. Wirecard shall deal with any complaints in
accordance with its complaints procedure, a copy of which is
available to the Merchant on request. If Wirecard is not able to
resolve such complaint to the Merchant's satisfaction, the Merchant
may be able to refer the complaint to the UK's Financial Services
Ombudsman who offers a free complaints resolution service to
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Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
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Registration Number: 07875693 | VAT Registration Number GB127352524 Page 10 of 10
 General Terms and Conditions
of Acceptance

APPENDIX 1
DATA PROCESSING AGREEMENT (DPA)

Data Processing on behalf regarding the Contract between the Merchant (Controller) and Wirecard (Processor)

§1 Subject Matter and Duration of Data Processing on Behalf

(1) In the course of the Contract it is necessary for the Processor to process Personal Data of the Controller's customers (Controller Data) for which
the Controller functions as the Data Controller in terms of data protection law.
(2) The subject matter of data processing on behalf of the Controller shall be the processing of electronic payment transactions. The duration of Data
Processing on behalf of the Controller shall comprise the term of the Main Agreement within the framework of which these Supplementary
Provisions have been concluded.
(3) Schedule 1 to this Agreement contains a list of which types of Controller Data the Processor the Processor may process in which manner and
for what purposes and to which categories of Data Subjects the Controller Data relate.

§2 Technical and Organisational Measures

(1) The Processor will implement and maintain all appropriate technical and organizational security measures within the meaning of Art. 32 GDPR
to protect the Controller's Data from Security Incidents and to preserve the security, integrity and confidentiality of such data ("Security
Measures"). Such measures shall have regard to the state of the art, the costs of implementation and the nature, scope, context and purposes
of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. The Processor agrees to the
Security Measures identified at Schedule 2.
(2) The technical and organisational measures are subject to technical progress and further developments. In this respect, the Processor shall be
permitted to further develop any measures taken and/or to replace them by adequate alternatives. In doing so, the degree of protection must not
drop below the level of data protection prescribed by statute. Any significant changes shall be documented.

§3 Data Subject's Rights

The Processor shall, in accordance with the instructions of the Controller, assist the Controller to the extent possible in responding to requests
by data subjects exercising their rights. The Processor shall take the appropriate and necessary technical and organisational measures for this
purpose. If data subjects contact the Processor directly for the purpose of exercising their rights with regard to their personal data, the Processor
shall forward this request to the Controller. Insofar as the Processor supports the client in fulfilling the claims of the parties concerned, the
Controller shall reimburse the Processor for costs and expenses.

§4 Obligations of the Processor

(1) The Processor will only process the personal data on the instructions of the Controller, i.e. the documented order of the Controller directed
towards a certain data protection handling (e.g. anonymisation, blocking, deletion, publication) unless the Processor is legally obliged to process
the Controller Data in another way; in this case the Processor will inform the Controller of this legal requirement in advance, unless such a
communication is prohibited due to an important public interest.
(2) The Processor warrants that its employees engaged in data processing have been obliged in writing to maintain confidentiality in accordance
with Art. 28 para. 3 b) GDPR or are subject to an appropriate statutory duty of confidentiality. Insofar as the Controller is subject to further
confidentiality obligations, for example in accordance with professional, criminal or procedural regulations, it shall inform the Processor of this
and instructs tha Processor and its employees upon request in the application of the confidentiality obligations.
(3) The technical and organisational measures as defined in Section 2 of this Agreement and in Schedule 2 thereto shall be implemented and
complied with. This includes in particular
(a) the pseudonymisation and encryption of personal data;
(b) the ability to ensure the confidentiality, integrity, availability and resilience of the systems and services associated with the processing;
(c) the ability to rapidly restore the availability of and access to personal data in the event of a physical or technical incident;
(d) a procedure for the regular review, evaluation and evaluation of the effectiveness of technical and organisational measures to ensure
security of processing.
(4) Insofar as there are no procedural considerations to the contrary, the Processor shall inform the Controller about supervisory measures of the
competent supervisory authority pursuant to Art. 58 GDPR and about court decisions in connection with Art. 83, 84 GDPR.
(5) The Processor has appointed a data protection officer and will appoint him to the Controller in writing or by e-mail.
(6) The Processor shall inform the Controller immediately if it considers that an instruction given by the customer violates statutory regulations. The
Processor is entitled to suspend the execution of the relevant instruction(s) until it is confirmed by the Controller or changed into a lawful instruction

§5 Establishment of Sub-contractual Relationships

(1) The Processor may sub-contract parts of the processing to sub-contractors in order to perform the contractual services. At the time the Contract
is concluded, the following subcontractor is responsible for providing services relevant to the contract:
(2) Wirecard Technologies GmbH, Aschheim: Technology service provider of Wirecard Bank AG
(3) In the case of credit card payment processing, additional services are provided by:
(a) Wirecard Processing FC LLC, Dubai
(b) SIX Card Solutions, Zurich, Switzerland
Furthermore, the Processor may make use of the following subcontractors:
(c) Wirecard Technologies GmbH
(d) Wirecard Issuing Technologies GmbH
(e) Wirecard Service Technologies GmbH
(f) Wirecard Acceptance Technologies GmbH
(4) The Controller agrees to the sub-contracting of the aforementioned companies. The Controller is also deemed to have agreed to sub-contract
further companies, provided that the obligations of this agreement are passed on to the sub-contractors and at least the same level of protection
is maintained.
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(5) If further sub-contractors are involved, the Processor shall inform the Controller upon request. The Controller may only reject the additional sub-
contractor if there is a compelling reason under data protection law and this was communicated to the contractor in writing immediately after the
information. Services used by the Processor as an ancillary service to assist third parties in the execution of the order are not to be understood
as subcontracting relationships within the meaning of this provision. These include telecommunications services, including housing, data
transmission and hosting, transport and communications services, cleaning services, and data storage and document disposal.
(6) The Processor concludes the contracts required under data protection law within the framework of the subcontracting relationships. The
Processor is also permitted to process the data outside the EEA in compliance with the provisions of this Contract or to have them processed by
sub-contractors if it informs the Controller in advance about the location of the data processing and proves compliance with the technical and
organisational measures upon request. This Clause shall apply to any subcontractors. The Controller hereby authorises the Processor, to
conclude contracts with subcontractors - necessary to ensure an adequate level of data protection with regard to data transfers. The Processor

Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
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 General Terms and Conditions
of Acceptance

may grant sub-authorizations to subcontractors. The Controller shall support the Processor free of charge and to the extent necessary and
reasonable in fulfilling the legal requirements for data transfer.

§6 Controller’s Rights to Monitor

(1) The Controller must ensure that his Personal Data are processed properly and that the technical and organisational data security measures
taken at the Processor's premises are observed. At the Controller's request, the processor will provide evidence of compliance with the technical
and organizational documentation such as current certificates, reports or report extracts from independent bodies (e.g. auditors, data protection
officers, IT security department, external data protection auditors) or certification by an IT security or data protection audit (e.g. according to PCI-
DSS) and/or recognized certifications according to ISO 27001.
(2) If such evidence is insufficient, the Processor will enable and contribute to the verification, including inspection, of the Controller or an independent
external auditor commissioned by the Controller, in particular if, for example, a security incident has occurred and/or an audit, including inspection,
is required by law or by a data protection authority.

§7 Notification in Case of Infringements by the Processor

The Processor informs the controller immediately if it becomes aware of a violation of the protection of personal data of the Controller. The
Processor takes the necessary measures to secure the data and to reduce possible adverse consequences for those affected and immediately
consults the Controller.

§8 Controller’s Responsibility and Authority to Issue Instructions

(1) The Controller is responsible for the processing of Controller Data by the Processor. The evaluation of the admissibility of the data processing
shall be the obligation of the Controller.The Controller shall provide the Processor with the data in due time and in the required quality to ensure
that the Processor will be able to render the services.
(2) The Processor shall process the Controller Data within the framework of the instructions issued by the Controller as stipulated in the Contract.
(3) The Processor and its sub-contractors may process the data for their own purposes in accordance with data protection law, provided that this is
permitted by statute or the data subject’s consent. These supplementary provisions shall not be applicable to any such data processing. In any
case, the Processor and its sub-contractors may process the data for their own purposes in an anonymised form.
(4) The Controller shall bear additional costs incurred due to any instructions; the Processor may request an advance payment. The Processor may
refuse to carry out any additional or modified data processing if it resulted in any change in the amount of work or if the Controller refused to
reimburse the additional costs or to make the advance payment.
(5) For reasons of traceability, any instructions of the Controller shall be given in writing or in text form (e.g. by e-mail); any oral instruction shall be
confirmed in writing or in text form without undue delay.
(6) If the Processor considers that an instruction given by the Controller infringes Applicable Data Protection Law, the Processor may refuse to
execute the instructions until the Controller has confirmed the instruction or has changed it into an instruction that is in accordance with data
protection regulations.

§9 Deletion of Data and Return of Storage Media

Upon the end of the contractual relationship, the Processor shall be obliged, at the Processor’s option, to delete, to block or to return to the
Controller any personal data that has been provided to the Processor in connection with the service agreement and has not yet been processed
or deleted by then. Any retention obligations, including but not limited to those in accordance with statutes, by-laws, contracts and regulatory
instructions shall remain unaffected.

§ 10 Point of Contact for Data Processing and Data Protection Queries

On the part of the Processor: External data protection officer: Dr. Felix Wittern, Fieldfisher (Germany) LLP, Am Sandtorkai 68, 20457 Hamburg,
Germany
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Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
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 General Terms and Conditions
of Acceptance

SCHEDULE 1
DATA PROTECTION – PROCESSING ACTIVITIES

The Personal Data processing activities carried out by Wirecard (or a Wirecard group company) under this Contract may be described
as follows:
§1 Subject matter of processing
Fulfilling Wirecard's obligations under these General Terms and Conditions of Acceptance towards the Merchant insofar as and for the duration
that Wirecard is a processor in accordance with § 2 sub-clause (22).

§2 Nature and purpose of processing

Facilitating payments for goods and services purchased by customers from the Merchant in card-not-present transactions in connection with the
ordering of goods and services on the Internet, by post, telephone or facsimile.

§3 Categories of Personal Data

Transaction data, transaction IDs, payment service account handles, wallet credentials, names, date of birth, e-mail addresses, IP-address,
customer address, purchase details and prices.

§4 Categories of data subjects

Merchant's customers.
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Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
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 General Terms and Conditions
of Acceptance

SCHEDULE 2
TECHNICAL AND ORGANISATIONAL MEASURES (TOMs)

Wirecard has taken appropriate measure to ensure an adequate level of security appropriate to the risk. To this end, the Wirecard
has taken into account the protection objectives of Art. 32 (1) GDPR, such as the confidentiality, integrity and availability of systems
and services and their resilience with regard to the nature, scope, circumstances and purpose of the processing operations. The Data
Processor has also implemented a process for regular testing, assessing and evaluation the effectiveness of technical and
organizational measures for ensuring the security of the processing.

The measures taken to ensure compliance with the individual controls are explained in more detail below.

Control of access to premises

 All premises of Wirecard have an access system in place based on chip cards. Distinction is made between entries to different
areas within the buildings. All employees are provided with chip cards with access rights required for their work. Access rights
granted centrally by the Facility Management department are documented, and reviewed by the IT Security department at
regular intervals. Visitors must be accompanied when moving inside the office premises and are provided with separate
identity cards.
 All entries to Wirecard buildings are monitored by CCTV.
 Access to data centres is subject to stringent regulations. Any access to the data centres requires a separate registration,
which also applies to Wirecard employees. The registrations are made by heads of the IT department and in a manner
protected against forgery (authenticated).
 Third parties are allowed to enter the data centres only in exceptional cases and must be accompanied by Wirecard
employees. Any access is logged in a revision-proof manner. The access logs are reviewed by the IT Security department
at regular intervals.
 The data centres are protected against unauthorised access, with security staff being on site 24/7 as well as by CCTV and
alarm systems.
Control of access to systems
 All systems at Wirecard are equipped with access control systems.
 Access to systems is personalised for each member of staff at Wirecard. Access is secured by personal passwords, only
known the respective employee. The Password Policy requires changing the personal password at regular intervals
(depending on the system, periods of 90 days or less have been set) and ensures the quality and complexity of the password
by means of specifically defined rules. All rules on the assignment and modification of passwords have been laid down in
writing and are in compliance with the binding PCI-DSS regulations.
 The screens of all workstations and all services processing or storing personal data are automatically blocked after 15 minutes
of inactivity. De-blocking is only possible using the personal user password by repeated log-in. Moreover, any blocking of the
workstation computer when leaving the workstation is regulated by an internal policy in a mandatory manner.
Control of access to data
 The access control is based on a system of roles and rights used to ensure the need-to-know principle of any access to data.
Thus, each member of staff has access to precisely such data that he/she needs for his/her daily work.
 The rights required for the employee’s respective position have been defined in the form of roles assigned to the employee.
Any further individual authorisations have to be released by the IT Security department. Authorisation takes place after
consultation with the information owner (as a general rule, the head of the responsible specialist department) and within the
framework of the instructions given under data protection law.
 The assignment of rights is documented in a comprehensible manner.
 The role descriptions and the rights assigned are documented and maintained by the responsible departments and are
verified on a sample basis at regular intervals (at least once a year) by the IT Security department.
 Administrator access authorisations are only granted after prior internal training. Any administrator access to the systems is
recorded in a revision-proof manner in accordance with PCI-DSS regulations.
 The prevention of any unauthorised persons from gaining access to data is guaranteed by installing security updates at
regular intervals and in a prompt manner for all third-party applications used; the IT operating systems (OS) are provided
with monthly security updates in accordance with PCI-DSS regulations.
 The quality of any applications developed by Wirecard is ensured, prior to implementation, by a comprehensive quality
assurance process.
 The systems of Wirecard are secured from Internet traffic by means of a multi-stage firewall concept. All modifications in the
firewalls are subject to an internal authorisation process and are verified by the IT Security department. In addition, at least
once a year the network configuration and the payment applications accessible from the Internet are reviewed by network
and vulnerability scans as prescribed by PCI-DSS.
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 Wirecard is operating intrusion detection systems (IDS) and intrusion protection systems (IPS) and 24/7 stand-by duty
ensures timely alerts in any case of failure (incidents).
 All workstation computers are equipped with an anti-virus solution which is automatically and continuously updated. Mobile
computers (laptops) are equipped with hard disk encryption.

Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524 Page 1 of 2
 General Terms and Conditions
of Acceptance

Transmission control
 As a general rule, the exchange and transmission of personal data only take place in encrypted form. Depending on the way
in which the data is transferred, SSL-encrypted transmission procedures via HTTPS and SFTP are used. E-mails and files
can be encrypted (e.g. PGP encryption for the regular, encrypted exchange of data). In addition, there is a system ensuring
the secure one-time transmission of personal data (data room principle).
 When exchanging personal data, encryption is a key issue of the general data protection training courses which are
mandatory for each member of staff. All interfaces to external bodies transferring personal data in automated form are
secured in accordance with the latest standards, e.g. by SSL encryption.
 All interfaces are documented. The external documentations of the interfaces are available.
 Media inventories and a clean desk policy prevent the unauthorised inspection as well as theft of storage media and
documents. As a general rule, storage media and documents containing special personal data are sent by courier service,
with the storage media being encrypted.
Input control
 In the event of administrator access, all modifications made to personal data in the systems of Wirecard are recorded by the
respective software application or documented on the basis of corresponding processes to ensure that all modifications can
be traced back at any time.
 For the purposes of data input and modification, each member of staff has a personal user name for the respective system
to ensure that all inputs can be attributed to a specific person.
Job control
 As the data processor, Wirecard is already ensuring by the regulations laid down in the agreement with the respective
controller that the legal bases of data processing on behalf are observed.
 When awarding any contracts for data processing on behalf, Wirecard also pays particular attention to compliance with data
protection regulations. Before any contracts are awarded, the processors are properly reviewed with regard to technical,
financial, data security and legal aspects. The review includes a visit on site, discussions with the company’s representatives
and background checks using publicly accessible sources. Furthermore, it is ensured that the processor meets the PCI
requirements.
 All contractual provisions are reviewed by the data protection officer with respect to their conformity with the GDPR.
 All employees at Wirecard undergo regular training on the latest data protection regulations. In addition, all members of staff
are obliged to observe data confidentiality.
Availability control
 Wirecard is operating two data centres at different locations which, in accordance with BSI requirements, are located at least
5 km away from each other to guarantee the highest level of fail-safe operation. Within each data centre, redundancy is built-
in for all key system components. The data centres are at least in compliance with the TIER 3 standard of the Uptime Institute
and are certified according to ISO 27001 or ISAE 3402; this guarantees appropriate measures to protect them against
failures, and the processes tailored to this.
 Backups of all data are created at regular intervals (daily) and are kept at a safe location separated by structural measures,
with the requirements of the BSI (also regarding sabotage) being observed.
 All systems are monitored around the clock to ensure that immediate action can be taken in any case of error.
Separation of the processing of data collected for different purposes
 As a service provider, Wirecard processes data for a large number of customers for payment processing in the context of
data processing on behalf. Carefully granting access rights ensures that all data will only be processed in accordance with
purpose limitation and the instructions given by the controller.
 All relevant data is stored in the databases of Wirecard with a unique customer identification to ensure that unambiguous
attribution is possible at any time. At the same time, test data is clearly separated from any productive data.
 In addition, the stringent purpose limitation and separation of processing are ensured through regular training of the
employees as well as by regular reviews carried out by the IT Security department.
Version 1.0.0 | Status 27.03.2018

Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524 Page 2 of 2

General Terms and Conditions of Acceptance for
Transactions at Point-of-Sale
§1 Scope of Application, Subject Matter of the
Agreement, Risk Warning
Scope of Application
(1) The Merchant named in the Online Application (hereinafter referred
to as “Merchant”) is a merchant who sells goods and/or services to
customers in-person in store. The Merchant offers its customers the
ability to pay for the goods and/or services purchased from it by
cashless payment (by means of payment cards or through mobile
payments as listed in the Online Application hereinafter together
referred to as “POS Payments”). Wirecard Card Solutions Ltd.
(hereinafter referred to as “Wirecard”) provides a solution which
enables merchants to accept POS Payments. The subject matter of
the business relationship between the Merchant and Wirecard is the
processing of the POS Payments. These General Terms and
Conditions of Acceptance apply to such processing. Separate terms
and conditions of business (hereinafter referred to as “Special
Terms and Conditions”), which include derogations from or
additions to these General Terms and Conditions of Acceptance,
shall apply to the processing of individual POS Payments; (the
General Terms and Conditions of Acceptance and the respectively
agreed Special Terms and Conditions together with the Online
Application are hereinafter referred to as the “Contract”). In the
event of any conflict between the Special Terms and Conditions and
the General Terms and Conditions of Acceptance, the Special
Terms and Conditions shall take precedence. Unless otherwise
expressly stated, any references to Clauses refer to these General
Terms and Conditions of Acceptance.
(2) When concluding and performing the Contract the Merchant is
acting solely in the exercise of its commercial or self-employed
occupational activity. The goods/services to be provided under the
Contract may not be used for other purposes.
(3) There is a 7-day cooling off period beginning with the date this
Contract is concluded, during which the Merchant may be entitled
to cancel this Contract. The Merchant must contact us as soon as
possible via email or through the Mobile Application in order to
cancel the Contract during the cooling-off period. The Merchant
may use the template cancellation form (found in Annex 1) although
this is not obligatory. Provided the Merchant’s cancellation notice is
received within the cooling-off period, such cancellation shall take
place with immediate effect and without charge, other than in
respect of services that the Merchant has already used.
(4) Wirecard is authorised and regulated by the Financial Conduct
Authority (FCA) under the Electronic Money Regulations 2011 for
the issuing of electronic money (Register number 900051). Its head
office is at Grainger Chambers, 3-5 Hood Street, Newcastle-upon-
Tyne, NE1 6JQ, United Kingdom.
Relationship with Wirecard Bank
(5) Wirecard may subcontract the performance of any or all of its
obligations under the Contract to Wirecard Bank AG ("Wirecard
Bank"). The Merchant expressly agrees to such subcontracting.
Notwithstanding any role of Wirecard Bank as a subcontractor of
Wirecard, Wirecard Bank is not party to the Contract and the
Merchant shall have no rights against Wirecard Bank regarding the
subject matter of the Contract.
(6) If the Merchant holds a bank account with Wirecard Bank which is
used in connection with the Services provided by Wirecard to the
Merchant under the Contract, any such bank account relationship
will be between Wirecard Bank and the Merchant only and shall be
subject to separate Terms and Conditions ("Account Terms and
Conditions") agreed between the Merchant and Wirecard Bank.
The Merchant’s Terms and Conditions
(7) Any conditions of purchase or other conditions of the Merchant shall
apply only to the extent that they do not conflict with the Contract.
This applies even if Wirecard provides the Merchant with the service
without reservation while being aware of the Merchant’s conflicting
or deviating terms and conditions.
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Risk Warning
(8) The Merchant is advised that the acceptance of certain POS
Payments involves a risk of fraudulent use because, for example, a
card payment may be charged back because the customer
demands a refund. Therefore, every caution must be exercised
before such payments are accepted in order to prevent fraudulent
use. The Merchant bears responsibility for ensuring this as it has
direct contact with the customer and can in each case decide
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
General Terms and Conditions
for Transactions at Point-of-Sale
whether, depending on the circumstances of the individual case, it
can accept a particular POS Payment despite the risk of fraudulent
use.
§2 Basic Rules for the Relationship between the
Merchant and Wirecard
(1) Wirecard shall provide information to the Merchant on each POS
Payment processed and settled under the Contract through the
Mobile Application (as defined in § 6 sub-clause (5)) in accordance
with this sub-clause (1).
(2) If no other agreement has been reached, Wirecard shall provide the
merchant with the POS Payment information at least once per
month through the Mobile Application.
(3) If, at the Merchant’s request, Wirecard provides information other
than through the Mobile Application, or as otherwise agreed, the
Merchant agrees Wirecard can charge a fee for doing so.
(4) The Merchant acknowledges and agrees that where the Merchant
is not a “micro-enterprise”, the following provisions of the UK's
Payment Services Regulations 2017 shall not apply:
(a) regulations 40 to 62 inclusive;
(b) all of regulations 66(1), 73(3) or (4), 75, 77, 79, 80, 83, 91,
92 and 94;
(c) a different time period applies for the purposes of regulation
74(1),
where a "micro-enterprise" is an autonomous enterprise whose
annual turnover and/or balance sheet does not exceed €2 million
and employs fewer than ten (10) people.
The Merchant acknowledges and agrees that it is the Merchant’s
responsibility to notify Wirecard of any changes to its status as a
"micro-enterprise".
Amendments to the Contract
(5) Wirecard shall notify the Merchant in writing by post or by email of
any amendments to the Contract including to the General Terms
and Conditions of Acceptance and to the Special Terms and
Conditions. If the Merchant has agreed an electronic method of
communication (cf. § 3) the amendments can also be sent by said
method of communication. These amendments shall be deemed to
have been accepted by the Merchant and shall take effect on the
date stated in the notice (which shall be at least two (2) months after
the date of the notice) unless the Merchant raises an objection to
Wirecard. Any such objection shall be in writing or using the agreed
electronic method of communication and dispatched to Wirecard
before the date on which those amendments are due to take effect.
Wirecard shall draw the Merchant's attention to the deemed
consent in its notification of the amendment(s).
(6) If the Merchant is offered amendments to the Special Terms and
Conditions, the Merchant shall - up until the amendment becomes
effective - also have the right to terminate the Contract with regard
to the POS Payment affected by the amendment without notice and
free of charge (partial termination).
(7) Wirecard shall terminate the Contract immediately either in whole
or in relation to the services affected by the amendments if the
Merchant objects to any such amendment in time in accordance
with § 2 sub-clause (5).
(8) No verbal side agreements to the Contract have been entered into.
(9) In all other respects the provisions of the Contract, including this
requirement of written form, can be amended only by the parties’
written agreement.
(10) Any version of the provisions of the Contract in any other language
is provided only for assistance; the English version, which shall be
provided to the Merchant at any time upon request, shall be the sole
authoritative version and shall be solely binding for the purposes of
interpretation.
Banking Secrecy and Bank Reference
(11) Wirecard must keep confidential all facts and assessments relating
to the Merchant, which it learns, in consequence of this Contract.
Wirecard may pass on to third parties such information about the
Merchant and any POS Payment only if required to do so under
applicable law or regulation or if the Merchant has consented or if
Wirecard (itself or through Wirecard Bank) is authorised to provide
a bank reference.
(12) A bank reference contains findings and comments about the
Merchant’s financial situation, its creditworthiness and solvency,
which are kept general; details of the amount of assets entrusted to
Wirecard or details about the amount of any loans taken up shall
not be stated.
(13) The Merchant hereby authorises Wirecard (itself or through
Wirecard Bank) to provide bank references concerning legal entities
and merchants to the extent that the enquiry relates to their
Page 1 of 8

business activity. Wirecard shall not provide any references if it has
been provided with contrary instructions by the Merchant. Wirecard
shall, and shall ensure that Wirecard Bank shall, provide bank
references about other persons, particularly about associations,
only if such other persons have expressly consented either
generally or in the individual case. A bank reference shall only be
provided if the person making the request has demonstrated that
he has a legitimate interest in the information requested and if there
is no reason to suppose that the Merchant’s interests worthy of
protection preclude the provision of the information.
(14) Wirecard shall (itself or through Wirecard Bank) provide bank
references only to its own contract partners, other credit institutions
for their purposes or for the purposes of their customers and to
persons, who are authorised by statute or by reason of a court or
administrative order to receive such information.
(15) The Merchant hereby revocably authorises the financial institutions,
who are named in the Online Application (i.e. those with which the
Merchant holds a bank account) for payments to the Merchant, to
provide Wirecard with a general bank reference and insofar
releases such banks from their obligation to maintain banking
secrecy. Such authorisation simultaneously applies to all financial
institutions where the Merchant maintains a bank account at the
time of the request if Wirecard has been notified of such bank
account for the purposes of instructions to effect credit entries,
direct debits or bank debits. Wirecard shall make use of such
authorisation only in connection with the conclusion and the
performance of the Contract.
Confidentiality and Data Protection
Confidentiality
(16) Each party shall treat all information or documents, which they have
received from the respective other party (hereinafter referred to as
the “Disclosing Party”) or otherwise through such Disclosing Party
before or after the entry into force of the Contract, and which pertain
to the Contract or its terms and conditions or sales documentation
or to the Disclosing Party’s business, financial situation, products
and expectations, processes and methods, customers and
employees (particularly company or trade secrets, as well as
information about customers, which has not been rendered
anonymous) as well as all other information concerning the
Disclosing Party and documents as strictly confidential (hereinafter
together referred to as “Confidential Information”). This applies
irrespective of whether the Confidential Information is marked as
confidential or whether it is reasonably to be classified as
confidential.
(17) Neither of the parties shall use or disclose Confidential Information
in relation to their respective employees, contract partners or
advisers, nor shall they transmit Confidential Information to third
parties (particularly affiliated undertakings of the parties) except if
necessary to perform their respective obligations arising out of the
Contract. This particularly concerns Wirecard’s right to transmit:
(a) transaction or other data to the payment systems in
connection with Wirecard’s services, or to third-party service
providers;
(b) the transaction details presented by the Merchant for batch
processing and (as regards customer data) rendered
anonymous in accordance with the applicable data
protection laws to other contract partners and to the agent
responsible for the Merchant; or
(c) the Merchant’s details set out in the Contract to information
agencies set up for the purpose of checking any previous
breaches of contract in relation to other service providers or
in the event of any breach of contract, which entitles
Wirecard to terminate this Contract, and to do so for such
purpose in accordance with the provisions of this Contract
and in accordance with applicable law and regulations.
Before transmitting Confidential Information the parties shall inform
every recipient of Confidential Information of its confidential nature
and shall oblige every recipient to comply with obligations to
maintain confidentiality which are equally strict as the obligations
governed by this Contract.
(18) The obligation to maintain confidentiality shall not apply to
Version 1.0.0 | Status 27.03.2018
Confidential Information to the extent that such information:
(a) may be published by reason of an express contractual
agreement between the parties and/or by reason of the
written consent of the party affected (in particular pursuant
to § 12 sub-clause (8));
(b) was already known to the receiving party irrespective of the
conclusion or the implementation of this Contract;
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
General Terms and Conditions
for Transactions at Point-of-Sale
(c) is already generally known or becomes generally known by
the receiving party by some means other than by a breach
of § 2 sub-clause (16) or § 2 sub-clause (18); or
(d) must be disclosed by one of the parties by operation of law
or by reason of a court or administrative order or the
Confidential Information is disclosed to a person, who is
under a professional obligation to maintain confidentiality
(e.g. tax advisers, lawyers).
In the circumstances stipulated under letter d) the Disclosing Party
shall - to the extent legally permitted - in the event of a court or
administrative order, first immediately notify the other party
submitting evidence of such order so that the other party can take
action for interim relief or other suitable legal remedies. The
Disclosing Party shall thereby provide the other party with a
reasonable amount of support.
(19) Any Confidential Information shall remain the property of the
Disclosing Party and may be copied or reproduced only with such
party’s prior written consent or to the extent so required in order to
implement the Contract. Upon request by the Disclosing Party the
other party must return or destroy the Confidential Information and
its embodiment and must confirm the destruction in writing. There
shall be no obligation to return or destroy the Confidential
Information if and to the extent that the other Party is legally obliged
to retain the documents and data concerned. Furthermore, copies
of computer records and computer files, which have been created
in the context of an automatic backup, are excluded from the
deletion obligation.
(20) The confidentiality obligations stipulated above shall survive
termination or expiry of the Contract.
(21) Data Protection
(22) Insofar as Wirecard and Wirecard Bank acquire claims against the
Merchant's end customers Wirecard and Wirecard Bank act as a
controller within the meaning of Art. 4 (7) General Data Protection
Regulation – EU Regulation 2016/679 – (GDPR).
(23) Regarding alternative payment methods and transaction
processing Wirecard will be processor within the meaning of Art. 4
(8) GDPR. This requires for the parties to enter into a Data
Processing Agreement (DPA) as set out in Appendix 1.
Limits on the Merchant’s Right of Set-Off
(24) The Merchant can claim a right of set-off against Wirecard’s claims
only if its claims are undisputed or have become final and absolute.
Objections arising out of the Underlying Transaction
(25) The Merchant must advise its customers that it is responsible for
the delivery of the goods and/or the performance of the services
underlying the transactions which the Merchant has presented to
Wirecard for processing, as well as all questions in connection
therewith (particularly customer complaints).
(26) The Merchant must clearly inform its customers of its identity so that
the customer can distinguish the Merchant from third parties who
may be involved in the processing of the underlying transaction.
(27) If the Merchant wishes to levy any surcharge for use of a particular
payment instrument, the Merchant must at all times ensure it does
so in compliance with any applicable laws and regulations in the
country in which the Merchant is based, and the relevant rules of
any Card Scheme (as applicable and to the extent these do not
conflict with applicable laws and regulations) and any Special
Terms and Conditions.
(28) If the Merchant wishes to offer a currency conversion service before
the initiation of the payment transaction with the customer
(commonly referred to as "dynamic currency conversion"), the
Merchant must disclose to the customer all charges as well as the
exchange rate to be used for converting the payment transaction.
Notice regarding Acceptance / Copyrights
(29) The Merchant must make the marks/logos/other distinctive signs,
which advertise the ability to pay with the payment cards included
in this Contract, clearly visible at its business premises and at the
point of sale. The Merchant may use logos, trade marks or
distinctive signs of Wirecard and of the card schemes of the
payment systems underlying the POS Payments (e.g. card
organisations MasterCard and Visa; hereinafter generally referred
to as “Card Schemes”) or any payment cards, particularly the
designations “MasterCard”, “Visa”, “Visa Electron”, “Maestro” or
“V PAY” or any mobile payment methods (e.g. "AliPay" or
"WeChat") protected by trade mark, for advertising purposes only
with the prior written consent of Wirecard unless it is otherwise
entitled to do so. The Merchant must comply with Wirecard’s
respective requirements (e.g. by reason of any specifications, on
which the Contract may, as the case may be, be based) and with
the provisions of any Special Terms and Conditions. The logos
Page 2 of 8

and/or marks may not be used in a manner which impairs the
interests of the respective rights holder. This includes giving the
impression that any Card Scheme or POS Payment method renders
or supports the Merchant’s goods and/or services. Use of the logos
and trademarks must be discontinued, and corresponding
distinctive signs at the Merchant’s premises and/or on its website
must be removed promptly after termination of this Contract. If one
of the Card Schemes or the POS Payment method requires,
whether directly or through Wirecard, that use of the respective
trademark/logo be ceased or requires that it be adapted to be in line
with the requirements of the respective Card Scheme or the POS
Payment method, the Merchant shall promptly comply with this
requirement at its own cost.
Engaging Third Parties
(30) If one of the parties uses third parties for rendering services it shall
be responsible towards the other party for all acts, mistakes or
omissions of the third party in the same way as it is for its own acts
and omissions. The Merchant is not entitled to engage or otherwise
use third parties to perform the obligations incumbent upon the
Merchant by reason of this Contract without the prior written
consent of Wirecard. Wirecard shall refuse such consent only if
there is good cause. This does not affect the right of the Merchant
(again with the prior written consent of Wirecard) to engage third
parties in areas, which do not affect the security of Wirecard’s
systems. Wirecard has the right to engage third parties to perform
its contractual obligations.
Business Day
(31) A Business Day is any day on which Wirecard and, as the case may
be, the payment service provider involved in the execution of a
payment transaction, maintain the business operations required for
executing the payment transactions (hereinafter “Business Day”).
Wirecard maintains the business operations required for executing
payments on all working days except that business operations may
not be maintained at all or only on a restricted basis on any or all of
the following:
(a) Saturdays and Sundays;
(b) 24, 25, 26 and 31 December and 1 January;
(c) all statutory public holidays at the places where Wirecard
and/or Wirecard Bank have their registered offices;
(d) working days, on which Wirecard and/or Wirecard Bank is
closed because of local particularities (e.g. carnival, works
meetings or other reasons) and the closure has been
announced in good time in advance.
§3 Contractual Communication
(1) Unless expressly otherwise agreed in these General Terms and
Conditions of Acceptance or in the Special Terms and Conditions
(as is for example the case for notices of termination) the parties
agree that they will communicate in the following manner:
(a) all contractual notices must be made in writing and by post
or by email; and
(b) all other communications are to be made through the Mobile
Application, as defined in § 6 sub-clause (10).
All communications shall be in English or German.
§4 Wirecard’s Liability, Services which are not
Contractually Owed
(1) In rendering the services Wirecard's liability to the Merchant for
fraud or for death or personal injury resulting from its negligence
shall be unlimited.
(2) Subject to sub-clause (1), Wirecard's liability to the Merchant under
this Contract shall be limited to €10,000 per claim.
(3) Subject to sub-clauses (1) and (2), Wirecard shall not be liable to
the Merchant:
(a) for business interruption, loss of profits, loss of business,
loss of revenue, loss of goodwill, loss of opportunity, loss or
injury to reputation or loss of anticipated savings even where
Wirecard was aware of the possibility that such loss or
damage could occur, which may arise out of or in connection
with the Contract; or
Version 1.0.0 | Status 27.03.2018
(b) for any indirect or consequential loss or damage which may
arise out of or in connection with the performance or
purported performance of or failure in performance of
Wirecard's obligations under the Contract; or
(c) for any loss or damage of a type which was not reasonably
foreseeable when the Contract was concluded, whether or
not the possibility of that type of loss or damage was
subsequently advised to or otherwise became known, or
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
General Terms and Conditions
for Transactions at Point-of-Sale
should have become known, to Wirecard after the date on
which the Contract was concluded; or
(d) for any claim where the circumstances giving rise to a claim:
(i) are due to an unusual and unforeseeable event,
outside the reasonable control of Wirecard and the
consequences of which could not have been avoided
even if all due care had been exercised (such as, for
example, force majeure, events of war and acts of
God, strike, lockout, traffic disruption, acts of
domestic or foreign governmental authorities); or
(ii) were caused by Wirecard due to its compliance with
applicable laws and regulations; or
(e) to the extent that the Merchant contributed to the occurrence
of any loss by any negligent or intentional action or omission
and the Merchant's liability in that instance shall be
determined in accordance with the principles of contributing
negligence; or
(f) for the actions or inactions of any intermediary service
provider instructed by Wirecard, and Wirecard's liability in
such instance shall be limited to using reasonable care in the
selection, appointment and instruction of such intermediary
service provider (but not of any third party such provider may
use); or
(g) for any failure or disruption in the technical infrastructure,
including the proper functioning of the technical transmission
procedure, devices, cable routes and other technical
equipment, which the Merchant uses as applicable (e.g. to
submit the data records resulting from the payment
transactions) if such failure or disruption is due to abnormal
and unforeseen circumstances beyond Wirecard's control,
the consequences of which would have been unavoidable
despite all efforts to the contrary; or
(h) for any loss of data and other malfunctions or for damage if
such loss of data, other malfunctions and damage is due to
the fact that the Merchant does not comply with the
stipulations for the delivery of data to Wirecard via the Mobile
Application (cf. § 6 sub-clause (10)). If data is lost following
delivery by the Merchant or by a third party commissioned
by the Merchant and upon delivery to Wirecard, Wirecard
shall not be liable for that part of the damage that is due to
the fact that no proper backup was made by the Merchant or
by the third party commissioned by the Merchant on the
Merchant's or the third party's own systems prior to
transmission – provided that such a backup is permitted
under the provisions of the Contract, the applicable statutory
provisions and the requirements of the Card Schemes (as
applicable); or
(i) for the following, which are not contractually owed
obligations of Wirecard:
(i) the connection and data transmission between the
Merchant and its customers; Wirecard cannot
influence this; the Merchant is responsible for
ensuring the requisite transmission security between
customers and the Merchant including compliance
with applicable data protection provisions as well as
specific requirements for POS Payments;
(ii) the data transmission within the Merchant's systems
or in telecommunications networks of third parties;
(iii) the provision, servicing, maintenance and, as the
case may be, configuration and programming of the
hardware and software to be maintained by the
Merchant during the term of the Contract in order to
ensure fulfilment of any prerequisites for the
acceptance of POS payments; and/or
(iv) the transfer of Wirecard software to the Merchant for
storing/using on the Merchant's systems.
(4) Notwithstanding sub-clauses (2) and (3), where the Merchant acts
as a payer, it may be entitled to a refund from Wirecard of the full
amount of any authorised payment transaction initiated by or
through the payee, in accordance with Regulation 80 of the
Payment Services Regulations 2017.
Liability for unexecuted or incorrectly executed payment
transactions
(5) Wirecard will not be liable to the Merchant if Wirecard executes a
payment transaction in accordance with the unique identifier
provided by the payer, but where the incorrect unique identifier was
provided. Such transactions shall be deemed to be correctly
executed by Wirecard and shall not be construed as unexecuted or
incorrectly executed payment transactions for which Wirecard may
have liability. However, in such circumstances Wirecard will make
Page 3 of 8

reasonable efforts to recover the funds involved in the payment
transaction and the Merchant agrees Wirecard may charge the
Merchant for any such recovery.
(6) Wirecard's liability for damage incurred by the Merchant due to a
unexecuted or incorrectly executed payment transaction or due to
a payment order that was not authorised by the Merchant is limited
in quantum to the amount of the respective payment transaction
plus an amount to restore the Merchant's payment accounts to the
state in which it would have been had the defective payment
transaction not taken place plus any charges for which the Merchant
is responsible and any interest which the Merchant must pay as a
consequence of the non-execution or defective execution of the
payment transaction.
(7) Nothing in this Contract shall detract from the Merchant's right to
reimbursement under regulation 76 of the Payment Services
Regulations 2017 in the event of an unauthorised payment
transaction.
(8) The Merchant is only entitled to redress from Wirecard in respect of
an unauthorised, unexecuted or incorrectly executed payment
transaction made by Wirecard on the Merchant's behalf if the
Merchant notified Wirecard of the unauthorised, unexecuted or
incorrectly executed payment transaction without undue delay on
becoming aware of that unauthorised, unexecuted or incorrectly
executed payment transaction and in any event within thirteen (13)
months of the date of the payment transaction. The thirteen (13)
month period shall only begin to run if Wirecard has made the
Transaction Information available to the Merchant in accordance
with terms of this Contract no later than one month from the date of
the payment transaction.
(9) If an instruction is, by reason of its content, typically executed in
such a form that Wirecard entrusts the further settlement to a third
party, Wirecard fulfils the order by forwarding it to the third party in
its own name. This concerns, for example, the obtaining of bank
references from other credit institutions. In such cases Wirecard's
liability shall be limited to carefully choosing and instructing the third
party.
§5 The Merchant’s Liability and Indemnity
(1) The Merchant shall be liable for and shall indemnify Wirecard from
and against all expenses, costs, claims, obligations or any liability
and all other damage or loss arising from any breach by the
Merchant of its obligations under the Contract or of applicable laws
and regulations. The Merchant shall be liable to Wirecard for the
proper fulfilment of its obligations exercising the care of a
responsible businessperson.
(2) The Merchant acknowledges that if charges are imposed on
Wirecard by the Card Scheme or POS Payment provider due to a
negligent or intentional breach of a contractual obligation of the
Merchant, the Merchant shall indemnify Wirecard from and against
any such penalty charges or shall refund Wirecard any penalty
charges paid by way of damages. For this, it shall be irrelevant
whether the penalty charges are justified in the relationship between
Wirecard and the Card Scheme or POS Payment provider. The duty
to indemnify shall also apply regardless of whether the Merchant
had an opportunity of raising objections or defences prior to
payment by Wirecard. Wirecard shall, upon request, provide the
Merchant with a schedule of the current penalty charges for the
individual payment methods. The Merchant shall remain entitled to
prove that less damage has occurred than that stipulated by the
penalty; Wirecard shall remain entitled to prove that greater damage
has occurred than that stipulated by the penalty. The above shall
also apply in respect of other claims of third parties against
Wirecard where the Merchant or a third party employed by the
Merchant intentionally or negligently breaches it obligations under
the Contract.
(3) Where the Merchant is acting as a payer, it may be liable for up to
€50 for any losses incurred in respect of an unauthorised payment
transaction, arising from the use of a lost or stolen payment
instrument or, where the Merchant has failed to keep any
personalised security features of the Mobile Application safe, from
the misappropriation of the Mobile Application. The Merchant will,
however, be liable for all such losses where it has acted
Version 1.0.0 | Status 27.03.2018
fraudulently, or has failed (with intent or gross negligence) to comply
with its obligation in relation to the Mobile Application.
§6 The Merchant’s Duties
Notification of Changes
(1) So that business dealings can be properly processed, the Merchant
must notify Wirecard of any changes to its name and its address as
well as of any expiration of or change to any power of representation
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
General Terms and Conditions
for Transactions at Point-of-Sale
(particularly any power-of-attorney) in relation to Wirecard without
undue delay. This duty to notify shall even apply if the power of
representation is registered in a public register and the expiration
thereof or change thereto is entered in such Register. The Merchant
acknowledges that notification of changes may trigger further
notification duties on the Merchant, for example pursuant to anti-
money laundering legislation.
Clarity of Orders
(2) Orders from the Merchant to Wirecard must be clear and
unambiguous. Instructions which are not clearly formulated may
give rise to queries which may lead to delays. The Merchant must
pay particular attention to the correctness and completeness of
details it provides on the account to which funds will be settled by
Wirecard under the Contract, particularly the correctness and
completeness of the account number and bank sort code or IBAN
and BIC as well as of the currency. Any changes to, confirmations
or repetitions of orders must be marked as such.
Notification of Unauthorised or Incorrectly Executed Payment
Transactions
(3) The Merchant must notify Wirecard without undue delay (and in any
event within thirteen (13) months of the date of the relevant payment
transaction) after discovering an unauthorised, incorrectly executed
or unexecuted payment transaction made by Wirecard on the
Merchant's behalf.
Duty to Inform
(4) The Merchant must provide or make available to Wirecard any
information and/or documents reasonably requested in the course
of the establishment and performance of the Contract. The
Merchant must provide or make available such information and
documents fully, correctly and truthfully. The Merchant must notify
Wirecard of all changes in such information and documents without
being asked to do so and without undue delay in writing, particularly:
(a) any change in the objects of its business;
(b) any change to the type of product range;
(c) any disposal or leasing of the business or any other change
of ownership;
(d) any change of legal form or company name;
(e) any change of address or bank details;
(f) any change in the Merchant’s financial situation; and
(g) any change to the information, which the Merchant has
provided pursuant to applicable anti-money laundering
regulation, particularly regarding the beneficial owner and/or
for Wirecard's due diligence purposes.
The Merchant shall, without being asked, also provide Wirecard
with all other information and documents, which may be of
relevance to Wirecard for rendering the services under the terms of
this Contract.
The Merchant must bear the cost of any and all damage suffered
by Wirecard as a result of any negligent or intentional breach of this
duty to notify.
(5) Upon request by Wirecard the Merchant shall promptly provide
Wirecard with extracts of its certified Commercial Register, other
extracts from registers, its company books (including the register of
shareholdings) trading licences, articles of association/partnership
agreement, annual accounts and all information required pursuant
to any and all applicable laws and regulations, ordinances or official
notices and circulars which relate to anti-money laundering and
countering terrorist financing. In addition the Merchant shall
promptly provide Wirecard with all other current information and
documents requested by Wirecard concerning the Merchant (e.g.
regarding the Merchant’s financial situation) to a reasonable extent.
If documents have been drafted in a language other than English or
German, the Merchant shall provide such documents together with
an English translation, which shall be a certified translation if so
requested by Wirecard. The Merchant shall in each case, upon
request by Wirecard, provide information about the organisation of
its business operation (including security measures) including
information, which in Wirecard’s judgement has to be provided to
third parties (e.g. Card Schemes or a POS Payment provider) for
the purposes of performing this Contract.
Security
(6) If the Merchant has reasonable grounds for believing that the
customer who uses a POS Payment method is not the person
authorised to use the POS Payment method, the Merchant must
check the customer’s authorisation on the basis of a valid
identification document.
(7) The Merchant shall ensure that within its sphere of influence it is not
possible for the data input to be manipulated, in particular that any
Page 4 of 8

unauthorised use of terminals by employees, other personnel,
agents or unauthorised persons is not possible.
Compliance with law, Permits
(8) The Merchant undertakes to comply strictly with all applicable laws
and regulations in the operation of its business, this particularly
applies to compliance with provisions which apply in relation to
consumers.
(9) If the Merchant conducts business, which under applicable laws and
regulations requires an official authorisation, licence or permit
(“permit”) (e.g. in relation to certain customer groups such as, for
example, young persons), particularly games of chance, lotteries,
betting and suchlike, the Merchant shall provide to Wirecard without
undue delay evidence that such permit has been granted (including
by submitting a certified copy of the notification of the permit if so
requested by Wirecard), and shall inform Wirecard without undue
delay if any such permit is changed, expires, is withdrawn or
otherwise loses its validity. The Merchant shall expressly inform
potential customers if in certain countries where the Merchant
directs its offering no such permit has been issued, or if any such
permit changes, expires or is withdrawn or otherwise loses its
validity, if the goods/services concerned are prohibited for other
reasons or if the Merchant is unclear what the legal situation is. In
such cases Wirecard may refuse to process transactions or
payouts. Wirecard shall inform the Merchant of any such exclusion
in a timely manner and Wirecard shall have no liability to the
Merchant or any third party for any loss or damage resulting from
the Merchant’s failure to hold or maintain the appropriate permit(s).
The provisions in individual Special Terms and Conditions on
inadmissible goods/services of the Merchant and Wirecard’s right
not to provide services relating to any such inadmissible
goods/services of the Merchant shall remain unaffected.
Other Obligations regarding Conduct when Presenting
Transactions
(10) The Merchant may only use a data entry device (hereinafter
referred to as “Terminal”) that has been approved by Wirecard for
presenting transactions. Furthermore, the Merchant may transmit
transaction details to Wirecard using only the method of
communication approved by Wirecard. The Terminal shall either be
a traditional payment transaction terminal or a mobile end device
(e.g. smartphone) on which a software application (“Mobile
Application”) provided by Wirecard has been installed and which
is equipped with a reader provided by Wirecard. The type of
Terminal which the Merchant may use shall be agreed in the Online
Application.
(11) The Merchant must not publish in any way any false or misleading
details about the goods/services it sells.
(12) The Merchant is not entitled:
(a) to present to Wirecard transactions for charges for
goods/services, which are not provided solely for its own
account or are not provided solely in its own name or which
are provided by order of a third party or which are not
effected on the basis of a direct contractual relationship with
the cardholder;
(b) to present to Wirecard transactions from its own
services/sale of goods together with transactions of other
providers bundled into one transaction or have the aforesaid
presented to Wirecard by third parties;
(c) to present to Wirecard transactions for charges for
goods/services that are not provided in the Merchant’s
ordinary course of business stated in the Contract with
Wirecard and in particular grant of credits or other cash
payments must not underlie such transactions;
(d) to present to Wirecard transactions for charges for
goods/services, the content of which is illegal or immoral
under applicable laws and regulations; this applies in
particular to goods/services in connection with gambling
(even if the goods/services themselves are not illegal), and
if the payment card used as payment for such
goods/services was issued in the United States of America;
(e) to present to Wirecard transactions for charges for
Version 1.0.0 | Status 27.03.2018
goods/services which comprise content that is subject to the
law governing the protection of young persons;
(f) to present to Wirecard transactions for charges for
goods/services that are owed for, or are associated with,
instructions on how to produce weapons, bombs or other
explosive devices;
(g) to accept payment for goods/services if the POS Payment
method is not physically present (“card-not-present”
transactions); this also applies in exceptional cases and
emergency situations;
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
General Terms and Conditions
for Transactions at Point-of-Sale
(h) to accept a POS Payment method as payment to meet a
non-collectable debt or to pay for a cheque that has not been
honoured or for the purposes of payment out in cash;
(i) to accept a POS Payment method if, due to circumstances
surrounding the transaction, there is cause to believe that
there is a case of fraudulent use, particularly if there are any
doubts about the customer’s right to use the POS Payment
method. There shall in particular be grounds to suspect such
fraudulent misuse if the order is unusual (because e.g. the
customer uses more than one POS Payment method) or
other reasons give rise to a suspicion of fraudulent use of the
POS Payment method details (e.g. because at the
customer’s request the total amount of the transaction is to
be divided or even split amongst several POS Payment
methods or because the customer says that problems may
arise in connection with acceptance of the POS Payment
method when the transaction has already been initiated);
(j) to offer dynamic currency conversion (“DCC”) at the point of
sale without Wirecard’s express consent and subject to any
special terms Wirecard may apply to a Merchant who wishes
to offer DCC at the point of sale.
In the above-mentioned cases the Merchant is not permitted to
retrieve any details from the particular POS Payment method.
§7 Retention and Documentation
(1) For every transaction initiated through payment cards and
presented to Wirecard the Merchant is obliged to record the
signatures obtained from the customer as well as the wording on
the respective transaction receipt, under which the customer signed
his/her signature, and to do so electronically or in writing.
The documentation and retention obligations agreed in individual
Special Terms and Conditions and any statutory retention
obligations of the Merchant shall remain unaffected by the above
provision.
(2) The Merchant must retain the documents and data defined in § 7
sub-clause (1) above for at least eighteen (18) months calculated
from the date of presentment of the transaction unless earlier
deletion or destruction is mandatory by law. The above sentence
applies mutatis mutandis to all and any other documentation
relating to the transactions. The statutory duties of the Merchant to
retain documents/data shall remain unaffected. The data and
documents must, upon request, be made available to Wirecard for
review purposes on paper or in a readable electronic format. If the
Merchant does not comply with any such request by Wirecard
without undue delay, Wirecard shall have the right to charge back
the corresponding transaction amount.
(3) (3) For any POS Payments the Merchant shall use the information
and payment details obtained in connection with the execution of a
payment transaction solely for the purpose of performing its
contractually owed obligations and shall not pass such information
or data on to unauthorised third parties or otherwise exploit such
information.
(4) If the Merchant so requests at any time during the term of this
Contract, Wirecard shall provide to the Merchant a copy of this
Contract and all information referred to in Schedule 4 of the
Payment Services Regulations 2017.
(5) The obligations contained in this § 7 shall continue to apply in
accordance with the above provisions even after the termination or
expiry of the Contract.
§8 Fees, Expenses
Fees and Reimbursement of Expenses
(1) The charges to be paid by the Merchant for using the services of
Wirecard (in particular but without limitation the discount, the
transaction charge and the chargeback fees) are set out in the
Contract (via the Online Application and the Online Tool). These
can be found and accessed at any time via the Online Tool.
Wirecard will not reimburse these charges paid by the Merchant for
using Wirecard's services, if the Merchant refunds the transaction
amount to the POS Payment method user.
(2) Wirecard's usual charging structure for payment cards is based on
blended merchant service charges which comprise the interchange
fee, the scheme fee and our acquiring fee and, subject to the
request made during the Online Application, the Merchant
acknowledges and agrees that it will be charged for Wirecard's
merchant services as a blended rate. The Merchant can find more
detailed information regarding the fees which comprise the
merchant service charges via the Online Tool.
(3) In addition, Wirecard shall be entitled to charge a fee to the
Merchant for any additional service, provided by Wirecard at the
Page 5 of 8

request of the Merchant (e.g. providing copies of statements of
account).
(4) Unless expressly otherwise agreed (e.g. in Special Terms and
Conditions) all prices are stated exclusive of any value added tax.
Insofar as individual services under the business relationship can
be provided subject to value added tax Wirecard can opt for value
added tax irrespective of whether the Merchant can deduct the
amount of value added tax paid as input tax. The Merchant shall be
charged the value added tax amount in addition to Wirecard’s
agreed charges.
(5) The Merchant recognises that charges in the Contract are assessed
prior to the commencement of its term on the basis of information
given to Wirecard by the Merchant. If that information proves to be
incorrect or there is a reasonably significant change to such
information, Wirecard shall, acting reasonably, be entitled to adjust
charges during the term of the Contract. Examples include where
transaction volumes, the number of transactions, the average
turnover, the number of credits and chargebacks are different from
what was predicted or when a third party makes amendments to
other cost-relevant framework conditions (e.g. amendments made
by a Card Scheme or POS Payment provider to their rules, services
and/or charges). Wirecard shall give the Merchant at least two (2)
months' notice of any such change and the procedure in § 2 sub-
clause (5) shall apply to any changes to charges.
(6) Notwithstanding sub-clause (5), changes in interest or exchange
rates may be applied immediately and without notice to the
Merchant where the changes are based on any reference interest
or exchange rate, or where the charge is more favourable to the
Merchant.
Expenses
(7) All expenses which Wirecard incurs whether directly or indirectly in
connection with the performance of this Contract (e.g. long-distance
telephone calls, postage, the processing of chargebacks, costs in
connection with the creation, administration, release or realisation
of security) must be reimbursed by the Merchant after a
corresponding statement of account has been issued. Wirecard
may demand an indemnity from the Merchant from and against any
liability entered into by it or incurred by it in connection with the
expenses due from the Merchant which remain unpaid.
Charges in the event of Termination by the Merchant
(8) In the event of termination by the Merchant other than where
terminated due to cause (e.g. due to a breach by Wirecard of its
obligations under this Contract), any charges already paid will not
be refunded pro rata. The Merchant must pay the charges agreed
up until the time notice of termination was given.
§9 Payments to the Merchant, Settling of Accounts
Payout
(1) Payouts regarding payment transactions presented to Wirecard by
the Merchant shall be made less the agreed fees and any expenses
as well as any value added tax applicable thereto, if any. Wirecard
is not obliged to hand over to the Merchant any benefits received
from the amounts to be paid out up to and including the date of the
payout. This shall be without prejudice to any other set-off rights of
Wirecard that may exist. Provided the transaction details required
for the processing have been received by Wirecard in full and in a
processable form by 24:00 on a Business Day and no particular
payout date has been requested by the Merchant and agreed with
Wirecard in writing, Wirecard shall remit the amounts to be paid out
to the Merchant without undue delay after Wirecard has received
the sums of money in full. Otherwise the sums to be paid out to the
Merchant shall be remitted within the payout cycle agreed between
the parties to the bank account designated by the Merchant.
(2) All payouts and statements to the Merchant are made conditionally;
Wirecard shall have no obligation to make payments to the
Merchant if the prerequisites for payout agreed under this Contract
(including the Special Terms and Conditions) for the corresponding
payment transaction and the service concerned are not met in full
and if the corresponding amount of the payment transactions
concerned has be charged (back) to Wirecard. If Wirecard makes
Version 1.0.0 | Status 27.03.2018
payouts to the Merchant, Wirecard can demand that they be repaid
or can offset them against its own payment obligations owed
towards the Merchant (also under other contracts with the
Merchant) provided that it is foreseeable that payments by the
Merchant cannot be obtained without instituting court measures.
Accordingly, any and all payouts paid by Wirecard to the Merchant
shall be deemed to have been paid subject to chargeback up until
the time when Wirecard learns that the respectively agreed
prerequisites for payment out have been fulfilled (however no longer
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
General Terms and Conditions
for Transactions at Point-of-Sale
than eighteen (18) months as of the date of presentment of the
respective payment transaction to Wirecard, hereinafter referred to
as the “Chargeback Period”). The payouts shall no longer be
subject to any chargeback after the Chargeback Period has expired.
Billing
(3) The Merchant shall be provided with statements in the individually
agreed settlement period showing the payouts made, chargebacks
and reverse entries, the charges and disbursements due in
accordance with § 8 as well as the expenses and penalty charges
to be reimbursed in accordance with § 5 sub-clauses (1) and (2). If
presented payment transactions are credited collectively Wirecard
shall be entitled not to show the individual payment transactions in
the statement but instead only the total amount. These statements
shall be sent to the Merchant by e-mail, using the details set out in
the Online Application.
(4) If the statement prepared by Wirecard shows that a negative
balance is due the Merchant must settle said negative balance
immediately after receipt of the statement showing the negative
balance; all of the sums included in statements shall be due for
payment to Wirecard immediately upon receipt of the statement. If
the Merchant has given Wirecard a national direct debit mandate or
a SEPA direct debit mandate for this, the settlement shall be
effected by direct debit. If no national direct debit mandate or debit
mandate has been granted or collection by direct debit is not
possible for other reasons, the Merchant must settle any negative
balance that is due without undue delay in some other way.
(5) The Merchant must immediately check the statements rendered to
it and must notify Wirecard of any objections or of any failure to
provide statements immediately and in accordance with the
provisions of § 6(3).
§ 10 Security for Wirecard’s Claims against the Merchant
The Creation of or Increase in Security
(1) Wirecard may demand that bank security be provided for all claims
arising out of the acquiring relationship and, more particularly, even
if the claims are conditional or limited in time. If the Merchant has
assumed liability in relation to Wirecard for the liabilities of another
of Wirecard’s merchants (for example as a guarantor) Wirecard
shall have the right to require the Merchant to grant security or
increase the value of security granted previously with regard to the
debt ensuing from the assumption of liability.
(2) Unless otherwise provided in this Contract (including any agreed
Special Terms and Conditions), Wirecard shall allow the Merchant
a reasonable period for creating or increasing the security.
However, Wirecard retains the right to terminate pursuant to § 11
sub-clause (4)(d) if the Merchant fails to comply with its obligation
to create or strengthen security in a timely manner, and it shall give
the Merchant advance notice of a decision to terminate (and a
chance to remedy the default).
Changes to, and Re-Assessment of, the Risk
(3) If Wirecard refrains, whether in whole or in part, from demanding
that security be created or increased at a time when claims against
the Merchant arose, it may still demand security at a later point in
time. A prerequisite for this is, however, that circumstances arise or
become known, which justify an increased risk assessment of the
claims against the Merchant. This can particularly be the case if:
(a) The Merchant’s financial situation has changed for the worse
or there is an impending risk that they will change for the
worse; or
(b) The value of existing security has depreciated or there is an
impending risk that they will depreciate.
(4) Wirecard shall have no claim to security if there exists between the
parties a pre-existing agreement expressly exempting the Merchant
from providing any security or limiting the range of security which
may be charged in favour of Wirecard.
(5) Wirecard reserves the right to reassess the risk and to require
corresponding security particularly if and to the extent that:
(a) the monthly transaction volume exceeds the average
transaction volume of the previous period of two (2) calendar
months in connection with an increase in security pursuant
to this § 10 sub-clause (5)(a) by more than twenty percent
(20 %);
(b) The business described by the Merchant changes in such a
way that the Merchant falls into a higher risk category; or
(c) Wirecard has adequate reasons for believing that the
Merchant constitutes a risk of fraud or loss.
Agreement of a Lien to the Benefit of Wirecard
Page 6 of 8

(6) The Merchant and Wirecard are in agreement that Wirecard
acquires a lien on the claims, to which the Merchant is entitled, or
will in future be entitled, against Wirecard under the acquiring
relationship.
(7) The lien shall serve as additional security for all existing, future and
conditional claims, to which Wirecard is entitled against the
Merchant under the acquiring relationship. If the Merchant has
assumed liability in relation to Wirecard for the liabilities of another
of Wirecard’s merchants (for example as a guarantor) the lien shall
secure the debt ensuing from the assumption of liability, however
only with effect from when it is due.
Limits on the Right to Security and Obligation to Release
Security
(8) Wirecard may assert its right to require the Merchant to grant or
increase the value of security given to Wirecard up until the point in
time when the realisable value of all security corresponds to the
total sum of all claims arising out of this contractual relationship
(“Cover Limit”).
(9) If the realisable value of all security exceeds the Cover Limit over a
long term period the Merchant may request that Wirecard releases
the whole or part of its security to the extent that the value of that
security exceeds the Cover Limit. When selecting the security to
be released, Wirecard shall take into account the legitimate
interests of the Merchant and of any third party guarantor, who has
created security for the liabilities of the Merchant. Within these
parameters Wirecard is also under an obligation to carry out the
Merchant's mandates for values, which are subject to the lien (for
example payment out of payment transactions).
(10) If a different evaluation from the realisable value has been agreed
for a particular security or if a different Cover Limit or a different limit
for the release of security has been agreed, such different
evaluation/ limits shall apply.
The Realisation of Security
(11) When realising and selecting any security to be realised, Wirecard
shall do so at its option but shall take into account the legitimate
interests of the Merchant and of any third party guarantor, who has
created security for the liabilities of the Merchant.
(12) If the realisation is subject to value added tax, Wirecard shall issue
the Merchant with a credit note for the proceeds, which shall serve
as an invoice for delivery of the property acting as security and
which complies with the requirements of value added tax law.
Holdback
(13) As security for all existing and future claims - including conditional
claims and claims that are limited in time - to which Wirecard is
entitled against the Merchant under the Contract, particularly claims
in connection with chargebacks, including any penalty charges by
the Card Schemes or other POS Payment providers, Wirecard shall
hold back the portion of the agreed final invoice amount from all of
the payment sums made available in the respective payout period
(set out in the Online Application) as a holdback (hereinafter
referred to as “Holdback”), i.e. after expiry of the respective payout
period the sum in the amount of the Holdback shall remain with
Wirecard for the respective agreed period.
(14) Wirecard shall regularly review the amount of the Holdback and
shall assess the extent of the security risk. If the amount of the
Holdback exceeds Wirecard’s foreseeable security requirement
(hereinafter referred to as “Security Requirement”) by more than
10% Wirecard shall pay out the excess amount. If the Security
Requirement exceeds the current Holdback, Wirecard shall, acting
reasonably, have the right to alter the amount of the Holdback
and/or to extend the Holdback period. Wirecard’s Security
Requirement shall in particular be increased if:
(a) the Merchant’s chargeback rate exceeds 10% for payments
by direct debit or the Limits in § 9 sub-clause (6) of the
Special Terms and Conditions for the Acceptance of Cards
in Card-Present Transactions for other payment cards or has
actually increased by more than 50 % compared to the
preceding month;
(b) the volume of the Merchant’s transactions processed under
this Contract drops significantly;
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(c) the Merchant presents transactions under the Contract
where the agreed transaction limits are significantly
exceeded or transactions are repeatedly submitted, which
exceed agreed transaction limits;
(d) taking into account the usual principles for assessing credit
standing there is evidence to suggest that the Merchant’s
financial circumstances have considerably worsened;
(e) a petition for the opening of insolvency proceedings over the
Merchant’s assets is filed; or
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
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General Terms and Conditions
for Transactions at Point-of-Sale
(f) the Contract has been terminated.
(15) After termination of the Contract, the Holdback shall in any event
remain with the Acquirer pursuant to Wirecard’s instructions for a
further nine (9) months in order to secure any claims for recovery
resulting from chargebacks. The remaining credit balance shall be
transferred to the Merchant’s account designated to Wirecard nine
(9) months after termination or expiry of the Contract. If Wirecard
reasonably assesses that, due to breaches of contract by the
Merchant, penalties will be imposed by the Card Schemes, the
remaining credit balance can be retained for up to twelve (12)
months after termination of the Contract. After expiry of the
Holdback period, Wirecard shall pay out the remaining amount to
the Merchant.
§ 11 Term, Termination and Right to Suspend Services
Term, Mutual Termination Rights
(1) The Contract shall come into force upon acceptance by Wirecard of
the Merchant’s application for the services. Wirecard shall
communicate its acceptance of the Merchant’s application by e-mail
or through provision of the services to the Merchant (whichever is
the earlier). The Contract shall initially have a term of one (1) year
(“Initial Term”). Notwithstanding the Merchant's cancellation rights
under § 1 sub-clause (3), the Contract may be terminated at any
time by the Merchant with one (1) month’s written notice and
Wirecard may terminate the Contract with two (2) months’ written
notice. This is without prejudice to any statutory rights of
termination, particularly to terminate for good cause
(2) Wirecard’s acceptance of the Merchant’s application for the
services may be conditional upon the Merchant providing Wirecard
with information and documentation pursuant to § 6 sub-clause (5)
and the Merchant satisfactorily fulfilling all of Wirecard’s
compliance, credit and other due diligence checks it will perform on
the Merchant. If the Merchant fails to provide any requested
information, or does not satisfactorily complete Wirecard’s due
diligence checks, Wirecard has the right to take any action it deems
appropriate under the circumstances, including suspending and/or
terminating the Merchant’s use of the services. For the avoidance
of doubt, Wirecard may withhold any funds due to the Merchant if
the Merchant fails to fulfil all anti-money laundering, counter-
terrorist financing verification processes or credit checks.
The Right to Suspend Services, Wirecard’s Rights of
Termination
(3) Wirecard shall have the right to suspend its services towards the
Merchant if the Merchant breaches its obligations under the
Contract. In the event that services are to be suspended Wirecard
shall, to the extent permitted by law and regulation, notify the
Merchant thereof before suspending services or immediately
afterwards, using the method agreed. If the grounds for suspending
services no longer exist, Wirecard shall notify the Merchant thereof
without undue delay after learning of this and shall resume provision
of the services.
(4) Wirecard shall particularly have the right to terminate the Contract
immediately and without notice if:
(a) the Merchant is in the course of winding up or is insolvent or
if the Merchant disposes of its assets, its operation or its
business, either in whole or in part, outside the ordinary
course of business;
(b) the Merchant has made incorrect statements about its
financial situation if said statements were of particular
significance for Wirecard’s decision to enter into the Contract
or other operational transactions, which comprises a risk for
Wirecard;
(c) there is a considerable worsening of the Merchant’s
financial situation or of the value of the security provided by
the Merchant or there is a threat of such worsening which
calls into question the repayment of sums or the
performance of other obligations owed to Wirecard even if
security provided for this is realised;
(d) the Merchant fails to comply with its obligation to provide or
increase security in accordance with this Contract within a
reasonable period set by Wirecard;
(e) a justified suspension pursuant to § 11 sub-clause (3) lasts
for more than thirty (30) days; or
(f) the Merchant breaches any of its material contractual duties.
This is particularly the case if:
(i) The Merchant fails to fulfil conditions imposed by
Wirecard or fails to fulfil them in good time; or
(ii) The Merchant does not have or no longer has the
permits statutorily prescribed for its business
operations.
Page 7 of 8

(5) The Special Terms and Conditions may for individual POS
Payments stipulate further circumstances on the basis of which
Wirecard has the right to terminate the Contract without notice in
whole or in relation to the service concerned.
(6) Wirecard shall not be obliged to terminate the Contract if there is a
ground for termination without notice. Any failure on the part of
Wirecard to exercise a right of termination shall not constitute a
waiver by Wirecard of its right to terminate.
(7) Wirecard shall have a special right of termination without notice if
the proportion of chargebacks arising out of the Merchant’s
transactions exceeds the limits regulated in the Special Terms and
Conditions for the respective payment instrument.
(8) Wirecard expressly reserves the right to partial termination,
particularly with regard to individual services provided under this
Contract, individual POS Payments or the acceptance of certain
brands of POS Payment methods.
The Setting of Deadlines, Form, Termination or Expiry of the
Contract
(9) Where Wirecard has a right of termination without notice it may, in
its sole and absolute discretion, allow the Merchant a period of time
to remedy the breach. Judgement as to whether the breach has
been satisfactorily remedied within the requisite timescale, and
determination of and the right to terminate remains with Wirecard.
(10) Every notice of termination must be in writing and sent to the
address specified in § 12 sub-clause (12).
(11) In the event of any termination without notice Wirecard shall grant
the Merchant a reasonable deadline for the winding up unless
immediate completion is necessary.
§ 12 Miscellaneous Provisions
Regulatory Obligations and Compliance with Statutory
Provisions
(1) The Merchant acknowledges that the implementation and
performance of this Contract and the availment of Wirecard’s
services may be subject to certain statutory and regulatory
requirements and obligations in accordance with applicable laws or
regulations (hereinafter referred to as “Regulatory Obligations”)
and that the Merchant has checked independently whether it is
subject to Regulatory Obligations and whether it will conclude this
Contract. The Merchant warrants that it will comply with all of the
Regulatory Obligations at the time when this Contract is concluded
and during its entire term.
(2) Wirecard shall not assume the Regulatory Obligations of the
Merchant and any of its affiliated undertakings and is in no way
liable for the fulfilment of such Regulatory Obligations by the
Merchant and any of its affiliated undertakings.
(3) The Merchant acknowledges and expressly agrees that Wirecard
may take all actions, which Wirecard is obliged to take to fulfil any
Regulatory Obligations (which may apply to Wirecard and/or the
Acquirer), even if this may affect the provision of the services under
this Contract. Wirecard does not accept any liability for the losses,
costs or damage incurred by the Merchant or any of its affiliated
undertakings due to or in connection with such actions.
Assignment of Contract
(4) Wirecard may transfer the entirety of all rights and duties under this
Contract to a third party to be designated by it (hereinafter referred
to as “Assignment of Contract”) on providing two (2) months’
notice to the Merchant. If the Merchant does not raise an objection
in writing or using the electronic method of communication agreed
in this Contract within two (2) months following receipt of the notice
of Assignment of Contract it shall be deemed to have been
approved by the Merchant. Any objection to an Assignment of
Contract shall constitute the Merchant’s notice to terminate this
Contract pursuant to § 11.
(5) When Wirecard’s assignment of all the rights and obligations
becomes effective Wirecard shall withdraw from the Contract and
the third party, to whom the rights and obligations have been
assigned, shall enter the Contract as the contracting party in lieu of
Wirecard.
(6) The Merchant is not entitled to transfer any of its rights and duties
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under this Contract to a third party without the prior written consent
of Wirecard.
The Relationship between the Parties
(7) This Contract does not establish any company/partnership in any
legal form whatsoever, any association or any joint venture between
the parties.
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
General Terms and Conditions
for Transactions at Point-of-Sale
(8) Wirecard may name the Merchant as a reference customer in its
online and offline, written or oral marketing documents, including its
website, brochures, presentations or offerings. Wirecard is entitled
to use the Merchant’s name, logos or trademarks and company
description for said purposes and to incorporate references to the
Merchant’s websites in its websites.
Severability, Entire Agreement, Savings Clause
(9) In the event that one of the provisions contained in this Contract
now or in the future is or becomes void or unenforceable, this shall
not affect the validity of the remaining provisions This shall apply
mutatis mutandis in the event of any lacuna in the Contract. The
parties undertake to replace the void provision by a valid provision,
which comes closest to the economic purpose of the Contract.
(10) The Online Application, further Special Terms and Conditions and
any description of the services form an integral part of the Contract.
They form the entire agreement between the parties concerning the
subject matter of the Contract and replace all previous agreements
or arrangements concerning the subject matter of the Contract.
Limitation Period
(11) All of the parties’ mutual claims arising out of this Contract shall be
time-barred fourteen (14) months after the respective
creditor/obligee of the claim learned - or ought to have learned
without gross negligence - of the circumstances giving rise to the
claim and of who the debtor/obligor is. Sentence 1 does not apply
to claims for damages resulting from an intentional or grossly
negligent action and does not apply to personal injury (injuries to
life, body and health).
Notices
(12) Unless otherwise provided in this Contract, the Merchant must send
all notices or declarations addressed to Wirecard to the following
address in order for them to be effective:
Wirecard Card Solutions Ltd.
Postfach 31 01 36
04161 Leipzig
Germany
TELEPHONE: +49 (0) 30 300 11 22-10
EMAIL: support.en@checkoutportal.com
If Wirecard’s address, to which the Merchant must direct its notices
changes, Wirecard shall notify the Merchant thereof in writing. Such
change shall become effective one (1) week after receipt of any
such notice.
Complaints
(13) In the event that Wirecard needs to contact the Merchant in respect
of suspected fraud or any other security threat, it will do so in a
manner that it deems to be most secure in the circumstances.
(14) In the first instance, the Merchant shall raise with Wirecard any
complaint relating to the services provided under this Contract via
the Mobile Application. Wirecard shall deal with any complaints in
accordance with its complaints procedure, a copy of which is
available to the Merchant on request. If Wirecard is not able to
resolve such complaint to the Merchant's satisfaction, the Merchant
may be able to refer the complaint to the UK's Financial Services
Ombudsman who offers a free complaints resolution service to
individuals, micro-enterprises, small charities and trustees of small
trusts. The UK's Financial Ombudsman can be contacted:
(a) On Monday to Friday from 8am to 8pm (UK time) and on
Saturday from 9am to 1pm (UK time), by telephone on 0300
123 9123 (from inside the UK) or +44 20 7964 0500 from
other countries; or
(b) By post at Exchange Tower, London E14 9SR; or
(c) By email: enquiries@financial-ombudsman.org.uk.
(15) The UK's Financial Ombudsman Service is available in a number of
languages and can introduce the Merchant to a translator if
required.
Governing Law and Place of Jurisdiction
This Contract shall be governed by English law and any disputes
arising out of it shall be subject to the non-exclusive jurisdiction of
the English courts.
Page 8 of 8
 General Terms and Conditions
for Transactions at Point-of-Sale

APPENDIX 1
DATA PROCESSING AGREEMENT (DPA)

Data Processing on behalf regarding the Contract between the Merchant (Controller) and Wirecard (Processor)

§1 Subject Matter and Duration of Data Processing on Behalf

(1) In the course of the Contract it is necessary for the Processor to process Personal Data of the Controller's customers (Controller Data) for which
the Controller functions as the Data Controller in terms of data protection law.
(2) The subject matter of data processing on behalf of the Controller shall be the processing of electronic payment transactions. The duration of Data
Processing on behalf of the Controller shall comprise the term of the Main Agreement within the framework of which these Supplementary
Provisions have been concluded.
(3) Schedule 1 to this Agreement contains a list of which types of Controller Data the Processor the Processor may process in which manner and
for what purposes and to which categories of Data Subjects the Controller Data relate.

§2 Technical and Organisational Measures

(1) The Processor will implement and maintain all appropriate technical and organizational security measures within the meaning of Art. 32 GDPR
to protect the Controller's Data from Security Incidents and to preserve the security, integrity and confidentiality of such data ("Security
Measures"). Such measures shall have regard to the state of the art, the costs of implementation and the nature, scope, context and purposes
of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. The Processor agrees to the
Security Measures identified at Schedule 2.
(2) The technical and organisational measures are subject to technical progress and further developments. In this respect, the Processor shall be
permitted to further develop any measures taken and/or to replace them by adequate alternatives. In doing so, the degree of protection must not
drop below the level of data protection prescribed by statute. Any significant changes shall be documented.

§3 Data Subject's Rights

The Processor shall, in accordance with the instructions of the Controller, assist the Controller to the extent possible in responding to requests
by data subjects exercising their rights. The Processor shall take the appropriate and necessary technical and organisational measures for this
purpose. If data subjects contact the Processor directly for the purpose of exercising their rights with regard to their personal data, the Processor
shall forward this request to the Controller. Insofar as the Processor supports the client in fulfilling the claims of the parties concerned, the
Controller shall reimburse the Processor for costs and expenses.

§4 Obligations of the Processor

(1) The Processor will only process the personal data on the instructions of the Controller, i.e. the documented order of the Controller directed
towards a certain data protection handling (e.g. anonymisation, blocking, deletion, publication) unless the Processor is legally obliged to process
the Controller Data in another way; in this case the Processor will inform the Controller of this legal requirement in advance, unless such a
communication is prohibited due to an important public interest.
(2) The Processor warrants that its employees engaged in data processing have been obliged in writing to maintain confidentiality in accordance
with Art. 28 para. 3 b) GDPR or are subject to an appropriate statutory duty of confidentiality. Insofar as the Controller is subject to further
confidentiality obligations, for example in accordance with professional, criminal or procedural regulations, it shall inform the Processor of this
and instructs tha Processor and its employees upon request in the application of the confidentiality obligations.
(3) The technical and organisational measures as defined in Section 2 of this Agreement and in Schedule 2 thereto shall be implemented and
complied with. This includes in particular
(a) the pseudonymisation and encryption of personal data;
(b) the ability to ensure the confidentiality, integrity, availability and resilience of the systems and services associated with the processing;
(c) the ability to rapidly restore the availability of and access to personal data in the event of a physical or technical incident;
(d) a procedure for the regular review, evaluation and evaluation of the effectiveness of technical and organisational measures to ensure
security of processing.
(4) Insofar as there are no procedural considerations to the contrary, the Processor shall inform the Controller about supervisory measures of the
competent supervisory authority pursuant to Art. 58 GDPR and about court decisions in connection with Art. 83, 84 GDPR.
(5) The Processor has appointed a data protection officer and will appoint him to the Controller in writing or by e-mail.
(6) The Processor shall inform the Controller immediately if it considers that an instruction given by the customer violates statutory regulations. The
Processor is entitled to suspend the execution of the relevant instruction(s) until it is confirmed by the Controller or changed into a lawful instruction

§5 Establishment of Sub-contractual Relationships

(1) The Processor may sub-contract parts of the processing to sub-contractors in order to perform the contractual services. At the time the Contract
is concluded, the following subcontractor is responsible for providing services relevant to the contract:
(2) Wirecard Technologies GmbH, Aschheim: Technology service provider of Wirecard Bank AG
(3) In the case of credit card payment processing, additional services are provided by:
(a) Wirecard Processing FC LLC, Dubai
(b) SIX Card Solutions, Zurich, Switzerland
Furthermore, the Processor may make use of the following subcontractors:
(c) Wirecard Technologies GmbH
(d) Wirecard Issuing Technologies GmbH
(e) Wirecard Service Technologies GmbH
(f) Wirecard Acceptance Technologies GmbH
(4) The Controller agrees to the sub-contracting of the aforementioned companies. The Controller is also deemed to have agreed to sub-contract
further companies, provided that the obligations of this agreement are passed on to the sub-contractors and at least the same level of protection
is maintained.
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(5) If further sub-contractors are involved, the Processor shall inform the Controller upon request. The Controller may only reject the additional sub-
contractor if there is a compelling reason under data protection law and this was communicated to the contractor in writing immediately after the
information. Services used by the Processor as an ancillary service to assist third parties in the execution of the order are not to be understood
as subcontracting relationships within the meaning of this provision. These include telecommunications services, including housing, data
transmission and hosting, transport and communications services, cleaning services, and data storage and document disposal.
(6) The Processor concludes the contracts required under data protection law within the framework of the subcontracting relationships. The
Processor is also permitted to process the data outside the EEA in compliance with the provisions of this Contract or to have them processed by
sub-contractors if it informs the Controller in advance about the location of the data processing and proves compliance with the technical and
organisational measures upon request. This Clause shall apply to any subcontractors. The Controller hereby authorises the Processor, to
conclude contracts with subcontractors - necessary to ensure an adequate level of data protection with regard to data transfers. The Processor

Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
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 General Terms and Conditions
for Transactions at Point-of-Sale

may grant sub-authorizations to subcontractors. The Controller shall support the Processor free of charge and to the extent necessary and
reasonable in fulfilling the legal requirements for data transfer.

§6 Controller’s Rights to Monitor

(1) The Controller must ensure that his Personal Data are processed properly and that the technical and organisational data security measures
taken at the Processor's premises are observed. At the Controller's request, the processor will provide evidence of compliance with the technical
and organizational documentation such as current certificates, reports or report extracts from independent bodies (e.g. auditors, data protection
officers, IT security department, external data protection auditors) or certification by an IT security or data protection audit (e.g. according to PCI-
DSS) and/or recognized certifications according to ISO 27001.
(2) If such evidence is insufficient, the Processor will enable and contribute to the verification, including inspection, of the Controller or an independent
external auditor commissioned by the Controller, in particular if, for example, a security incident has occurred and/or an audit, including inspection,
is required by law or by a data protection authority.

§7 Notification in Case of Infringements by the Processor

The Processor informs the controller immediately if it becomes aware of a violation of the protection of personal data of the Controller. The
Processor takes the necessary measures to secure the data and to reduce possible adverse consequences for those affected and immediately
consults the Controller.

§8 Controller’s Responsibility and Authority to Issue Instructions

(1) The Controller is responsible for the processing of Controller Data by the Processor. The evaluation of the admissibility of the data processing
shall be the obligation of the Controller.The Controller shall provide the Processor with the data in due time and in the required quality to ensure
that the Processor will be able to render the services.
(2) The Processor shall process the Controller Data within the framework of the instructions issued by the Controller as stipulated in the Contract.
(3) The Processor and its sub-contractors may process the data for their own purposes in accordance with data protection law, provided that this is
permitted by statute or the data subject’s consent. These supplementary provisions shall not be applicable to any such data processing. In any
case, the Processor and its sub-contractors may process the data for their own purposes in an anonymised form.
(4) The Controller shall bear additional costs incurred due to any instructions; the Processor may request an advance payment. The Processor may
refuse to carry out any additional or modified data processing if it resulted in any change in the amount of work or if the Controller refused to
reimburse the additional costs or to make the advance payment.
(5) For reasons of traceability, any instructions of the Controller shall be given in writing or in text form (e.g. by e-mail); any oral instruction shall be
confirmed in writing or in text form without undue delay.
(6) If the Processor considers that an instruction given by the Controller infringes Applicable Data Protection Law, the Processor may refuse to
execute the instructions until the Controller has confirmed the instruction or has changed it into an instruction that is in accordance with data
protection regulations.

§9 Deletion of Data and Return of Storage Media

Upon the end of the contractual relationship, the Processor shall be obliged, at the Processor’s option, to delete, to block or to return to the
Controller any personal data that has been provided to the Processor in connection with the service agreement and has not yet been processed
or deleted by then. Any retention obligations, including but not limited to those in accordance with statutes, by-laws, contracts and regulatory
instructions shall remain unaffected.

§ 10 Point of Contact for Data Processing and Data Protection Queries

On the part of the Processor: External data protection officer: Dr. Felix Wittern, Fieldfisher (Germany) LLP, Am Sandtorkai 68, 20457 Hamburg,
Germany
Version 1.0.0 | Status 27.03.2018

Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524 Page 2 of 2
 General Terms and Conditions
for Transactions at Point-of-Sale

SCHEDULE 1
DATA PROTECTION – PROCESSING ACTIVITIES

The Personal Data processing activities carried out by Wirecard (or a Wirecard group company) under this Contract may be described
as follows:
§1 Subject matter of processing
Fulfilling Wirecard's obligations under these General Terms and Conditions of Acceptance towards the Merchant insofar as and for the duration
that Wirecard is a processor in accordance with § 2 sub-clause (22).

§2 Nature and purpose of processing

Facilitating payments for goods and services purchased by customers from the Merchant in card present transactions in connection with goods
and services purchased from the Merchant by cashless payment.

§3 Categories of Personal Data

Transaction data, transaction IDs, payment service account handles, wallet credentials, customer name, e-mail addresses, purchase details and
prices.

§4 Categories of data subjects

Merchant's customers.
Version 1.0.0 | Status 27.03.2018

Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524 Page 1 of 1
 General Terms and Conditions
for Transactions at Point-of-Sale

SCHEDULE 2
TECHNICAL AND ORGANISATIONAL MEASURES (TOMs)

Wirecard has taken appropriate measure to ensure an adequate level of security appropriate to the risk. To this end, the Wirecard
has taken into account the protection objectives of Art. 32 (1) GDPR, such as the confidentiality, integrity and availability of systems
and services and their resilience with regard to the nature, scope, circumstances and purpose of the processing operations. The Data
Processor has also implemented a process for regular testing, assessing and evaluation the effectiveness of technical and
organizational measures for ensuring the security of the processing.

The measures taken to ensure compliance with the individual controls are explained in more detail below.

Control of access to premises

 All premises of Wirecard have an access system in place based on chip cards. Distinction is made between entries to different
areas within the buildings. All employees are provided with chip cards with access rights required for their work. Access rights
granted centrally by the Facility Management department are documented, and reviewed by the IT Security department at
regular intervals. Visitors must be accompanied when moving inside the office premises and are provided with separate
identity cards.
 All entries to Wirecard buildings are monitored by CCTV.
 Access to data centres is subject to stringent regulations. Any access to the data centres requires a separate registration,
which also applies to Wirecard employees. The registrations are made by heads of the IT department and in a manner
protected against forgery (authenticated).
 Third parties are allowed to enter the data centres only in exceptional cases and must be accompanied by Wirecard
employees. Any access is logged in a revision-proof manner. The access logs are reviewed by the IT Security department
at regular intervals.
 The data centres are protected against unauthorised access, with security staff being on site 24/7 as well as by CCTV and
alarm systems.
Control of access to systems
 All systems at Wirecard are equipped with access control systems.
 Access to systems is personalised for each member of staff at Wirecard. Access is secured by personal passwords, only
known the respective employee. The Password Policy requires changing the personal password at regular intervals
(depending on the system, periods of 90 days or less have been set) and ensures the quality and complexity of the password
by means of specifically defined rules. All rules on the assignment and modification of passwords have been laid down in
writing and are in compliance with the binding PCI-DSS regulations.
 The screens of all workstations and all services processing or storing personal data are automatically blocked after 15 minutes
of inactivity. De-blocking is only possible using the personal user password by repeated log-in. Moreover, any blocking of the
workstation computer when leaving the workstation is regulated by an internal policy in a mandatory manner.
Control of access to data
 The access control is based on a system of roles and rights used to ensure the need-to-know principle of any access to data.
Thus, each member of staff has access to precisely such data that he/she needs for his/her daily work.
 The rights required for the employee’s respective position have been defined in the form of roles assigned to the employee.
Any further individual authorisations have to be released by the IT Security department. Authorisation takes place after
consultation with the information owner (as a general rule, the head of the responsible specialist department) and within the
framework of the instructions given under data protection law.
 The assignment of rights is documented in a comprehensible manner.
 The role descriptions and the rights assigned are documented and maintained by the responsible departments and are
verified on a sample basis at regular intervals (at least once a year) by the IT Security department.
 Administrator access authorisations are only granted after prior internal training. Any administrator access to the systems is
recorded in a revision-proof manner in accordance with PCI-DSS regulations.
 The prevention of any unauthorised persons from gaining access to data is guaranteed by installing security updates at
regular intervals and in a prompt manner for all third-party applications used; the IT operating systems (OS) are provided
with monthly security updates in accordance with PCI-DSS regulations.
 The quality of any applications developed by Wirecard is ensured, prior to implementation, by a comprehensive quality
assurance process.
 The systems of Wirecard are secured from Internet traffic by means of a multi-stage firewall concept. All modifications in the
firewalls are subject to an internal authorisation process and are verified by the IT Security department. In addition, at least
once a year the network configuration and the payment applications accessible from the Internet are reviewed by network
and vulnerability scans as prescribed by PCI-DSS.
Version 1.0.0 | Status 27.03.2018

 Wirecard is operating intrusion detection systems (IDS) and intrusion protection systems (IPS) and 24/7 stand-by duty
ensures timely alerts in any case of failure (incidents).
 All workstation computers are equipped with an anti-virus solution which is automatically and continuously updated. Mobile
computers (laptops) are equipped with hard disk encryption.

Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
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 General Terms and Conditions
for Transactions at Point-of-Sale

Transmission control
 As a general rule, the exchange and transmission of personal data only take place in encrypted form. Depending on the way
in which the data is transferred, SSL-encrypted transmission procedures via HTTPS and SFTP are used. E-mails and files
can be encrypted (e.g. PGP encryption for the regular, encrypted exchange of data). In addition, there is a system ensuring
the secure one-time transmission of personal data (data room principle).
 When exchanging personal data, encryption is a key issue of the general data protection training courses which are
mandatory for each member of staff. All interfaces to external bodies transferring personal data in automated form are
secured in accordance with the latest standards, e.g. by SSL encryption.
 All interfaces are documented. The external documentations of the interfaces are available.
 Media inventories and a clean desk policy prevent the unauthorised inspection as well as theft of storage media and
documents. As a general rule, storage media and documents containing special personal data are sent by courier service,
with the storage media being encrypted.
Input control
 In the event of administrator access, all modifications made to personal data in the systems of Wirecard are recorded by the
respective software application or documented on the basis of corresponding processes to ensure that all modifications can
be traced back at any time.
 For the purposes of data input and modification, each member of staff has a personal user name for the respective system
to ensure that all inputs can be attributed to a specific person.
Job control
 As the data processor, Wirecard is already ensuring by the regulations laid down in the agreement with the respective
controller that the legal bases of data processing on behalf are observed.
 When awarding any contracts for data processing on behalf, Wirecard also pays particular attention to compliance with data
protection regulations. Before any contracts are awarded, the processors are properly reviewed with regard to technical,
financial, data security and legal aspects. The review includes a visit on site, discussions with the company’s representatives
and background checks using publicly accessible sources. Furthermore, it is ensured that the processor meets the PCI
requirements.
 All contractual provisions are reviewed by the data protection officer with respect to their conformity with the GDPR.
 All employees at Wirecard undergo regular training on the latest data protection regulations. In addition, all members of staff
are obliged to observe data confidentiality.
Availability control
 Wirecard is operating two data centres at different locations which, in accordance with BSI requirements, are located at least
5 km away from each other to guarantee the highest level of fail-safe operation. Within each data centre, redundancy is built-
in for all key system components. The data centres are at least in compliance with the TIER 3 standard of the Uptime Institute
and are certified according to ISO 27001 or ISAE 3402; this guarantees appropriate measures to protect them against
failures, and the processes tailored to this.
 Backups of all data are created at regular intervals (daily) and are kept at a safe location separated by structural measures,
with the requirements of the BSI (also regarding sabotage) being observed.
 All systems are monitored around the clock to ensure that immediate action can be taken in any case of error.
Separation of the processing of data collected for different purposes
 As a service provider, Wirecard processes data for a large number of customers for payment processing in the context of
data processing on behalf. Carefully granting access rights ensures that all data will only be processed in accordance with
purpose limitation and the instructions given by the controller.
 All relevant data is stored in the databases of Wirecard with a unique customer identification to ensure that unambiguous
attribution is possible at any time. At the same time, test data is clearly separated from any productive data.
 In addition, the stringent purpose limitation and separation of processing are ensured through regular training of the
employees as well as by regular reviews carried out by the IT Security department.
Version 1.0.0 | Status 27.03.2018

Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524 Page 2 of 2

Special Terms and Conditions for the Acceptance of § 3
Cards in Card-Not-Present Transactions (1)
§1 Scope of Application
(1) These Special Terms and Conditions for the Acceptance of Cards
in Card-Not-Present Transactions ("Special Terms and
Conditions for the Acceptance of Cards in Card-Not-Present
Transactions") shall apply to the execution of payment services by
Wirecard on behalf of merchants, who wish to offer their customers
the ability to pay for goods and services purchased from them in
card-not-present transactions (ordering goods and services on the
Internet, by post, phone or by fax) by using payment cards
(individually referred to as "Payment Card" and together referred
to as "Payment Cards"), of the card schemes set out in the Online
Application ("Card Schemes“).
(2) The Special Terms and Conditions for the Acceptance of Cards in
Card-Not-Present Transactions apply in addition to the General
Terms and Conditions for Distance Transactions (General Terms
and Conditions of Acceptance). References to §§ refer to the
provisions of these Special Terms and Conditions for the
Acceptance of Cards in Card-Not-Present Transactions, unless
express reference is made to the provisions in the General Terms
and Conditions of Acceptance or in other Special Terms and
Conditions.
(3) Unless otherwise defined in these Special Terms and Conditions for
the Acceptance of Cards in Card-Not-Present Transactions the
terms used in these Special Terms and Conditions for the
Acceptance of Cards in Card-Not-Present Transactions have the
meanings defined in the General Terms and Conditions of
Acceptance.
(4) If the Merchant holds accounts with Wirecard or any other Wirecard
group company, including Wirecard Bank for the purposes of
processing transactions with Payment Cards under this Contract,
special account terms and conditions shall apply between Wirecard
and the Merchant for the setting up and use of those accounts,
which terms and conditions shall be agreed in addition to this
Contract when the accounts are opened.
§2 Risk Warning, The Commissioning of Third Parties by
the Merchant
(1) The Merchant is advised that the acceptance of card payments in
card-not-present transactions involves an extra high risk of
unauthorised use as there is no personal contact with the customer
and the Payment Card is not physically present so it is not possible
to have chip and PIN verification or to compare the signatures on
the Payment Card and the debit voucher, as is customary in
transactions where the card is present. Therefore, it is only
financially viable to accept such payments if every possible step is
taken to prevent fraudulent use. The Merchant bears responsibility
for ensuring this as it has the direct contact with the customer and
can in each case decide whether, depending on the circumstances
of the purchase order, it can accept payments by Payment Cards in
card-not-present transactions despite the risk of fraudulent use.
(2) According to the binding rules of the Card Schemes ("Card
Regulations"), a so-called chargeback ("Chargeback") of card
payments in card-not-present transactions is made in all cases
where the cardholder ("Cardholder") disputes that he has issued
the instruction to debit the card account ("Disputed Case"); in
addition other reasons for a return debit can also lead to
Chargebacks. A Chargeback must be made in a Disputed Case
because the institution which issued the Payment Card ("Card
Issuer") cannot prove the Cardholder's instructions in documentary
form as there is no record of a chip and PIN verification or signed
payment receipt. In the event of any such Chargeback, Wirecard,
as the Merchant's clearing house, must pay the collected amount
back to the Card Issuer even if the Merchant is able to provide other
proof of the customer's identity. As Wirecard has limited control over
Chargebacks received by it, Wirecard will always seek to recover
all Chargeback losses from the Merchant, and the Merchant agrees
expressly to accepting liability for all Chargebacks, unless otherwise
agreed with Wirecard.
Version 1.0.0 | Status 27.03.2018
(3) If the Merchant commissions third parties ("Contractors") to
perform services in connection with the presentment and
processing of transactions with VISA credit cards the Merchant
must guarantee that such Contractors are registered with VISA
Europe. The Merchant may not use Contractors in connection with
the presentment and processing of transactions with VISA credit
card transactions if such Contractors are not registered with VISA
Europe. § 2 sub-clause (29) of the General Terms and Conditions
of Acceptance remains unaffected.
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions
Acceptance of Cards in "Card-Not-Present Transactions"
Subject Matter of the Contract, Contract Alternatives
The Merchant instructs Wirecard in accordance with this Contract
to process the transactions presented by it which have been
initiated by means of card payments ("Card Transactions") and to
clear the payment transactions underlying such Card Transactions
(contract of agency).
(2) Even if measures are taken against unauthorised use, the
remaining risk of a Chargeback being made in the event of a
Disputed Case leads to significantly higher payment defaults than
in cases when card payments are made when the card is present.
Wirecard agrees to assume the Chargeback Risk in a Disputed
Case in consideration for an appropriately higher fee if and to the
extent that the payment default was not due to fault on the part of
the Merchant and if the Merchant chose the corresponding form of
agreement in the Online Application under the "Promise to Pay"
section (the option "With a promise to pay in the event that the
Cardholder disputes having given instructions"). However, the
Merchant may choose to assume this Chargeback risk itself and
pay a correspondingly lower fee by choosing the option "Without a
promise to pay in the event that the Cardholder disputes having
given instructions" in the Online Application.
(3) The Merchant can choose Wirecard's card acceptance services
under § 3 sub-clause (1) (through a corresponding choice in the
Online Application) either for e-commerce (Internet) or for mail
orders/telephone orders (post, telephone, fax). If the Merchant
chooses Wirecard's card acceptance services under § 3 sub-clause
(1) for e-commerce as well as for mail orders/telephone orders, the
Merchant shall receive a dedicated Merchant ID number for each of
these distribution channels ("Merchant ID Number").
§4 Prerequisites for the Acceptance of Payment Cards
(1) The Merchant may allow goods/services to be paid for by Payment
Cards in card-not-present transactions in general or in individual
cases in accordance with this Contract. The Merchant will not
accept payment by Payment Cards if there is cause to believe that
there is a case of fraudulent use.
(2) If the Merchant accepts card payments, it undertakes to offer to sell
all its goods and/or services to the respective Cardholders for
payment by means of a Payment Card for the same prices and upon
the same terms as are applicable to customers wishing to use
another payment method. The Merchant shall not charge any
additional costs, nor require any security and shall not put the
Cardholder in any worse position than other customers (principle of
"no surcharge"). The Merchant may only charge an additional fee
("Surcharge") if the following conditions are met - collectively:
(a) surcharging is permitted under applicable laws and
regulations in the jurisdiction in which the Merchant is
located;
(b) surcharging is permitted under any relevant Card
Regulations;
(c) prior to carrying out the payment process (and therefore
immediately before forwarding the transaction details to
Wirecard) the Merchant informs the Cardholder that
payments made with a particular Payment Card will attract a
Surcharge payable by the Cardholder and the amount of the
Surcharge;
(d) in the notice pursuant to § 4 sub-clause (2)(c) above the
Merchant must either expressly show the exact amount of
the Surcharge to be paid by the Cardholder or the calculation
method for determining the Surcharge and must do so in an
easily understandable form; and
(e) the Merchant must not, in respect of a given means of
payment, charge its customers a Surcharge which exceeds
the cost borne by the Merchant for the use of that means.
The Surcharge must not exceed the discount/disagio and
transaction-related charges payable by the Merchant to
Wirecard.
Notwithstanding the above, if the Merchant wishes to levy any
Surcharge, it must at all times ensure it does so in compliance with
any applicable laws and regulations in the jurisdiction in which the
Merchant is based and any specific Card Regulations (to the extent
these do not conflict with applicable laws and regulations).
The Merchant's right to offer a discount for using a particular
payment authentication instrument (e.g. a particular Payment Card)
shall remain unaffected.
(3) The Merchant is not authorised
(a) to set a minimum amount under which a Payment Card
cannot be used; or
Page 1 of 6

(b) to accept a Payment Card for paying back a previously
granted loan or a cash payment previously made by the
Merchant.
(4) The acceptance of the Payment Card and the resulting associated
collection of the card details may only be effected for the purpose
of paying for goods/services of the Merchant and on the basis of a
direct contractual relationship with the Cardholder. The Merchant is
not authorised to accept Payment Cards as a means of payment for
goods and/or services,
(a) that fall under § 6 sub-clause (10) of the General Terms and
Conditions;
(b) that are not rendered in the Merchant's ordinary course of
business stated in the Online Application; in particular no
grant of credits or other cash payments may underlie such
goods/services;
(c) which are prohibited, illegal or immoral under the law
governing the Merchant, the Cardholder or the Merchant's
goods/services, this particularly applies to goods/services in
connection with gambling. Furthermore, the Merchant is
generally not authorised to accept Payment Cards:
(i) that have been issued in the United States of America
for goods/services that are associated with gambling,
irrespective of whether such goods/services are
illegal or not;
(ii) which show content which is subject to the applicable
law governing the protection of young people; or
(iii) which include, or are associated with, instructions on
how to produce weapons, bombs or other explosive
devices.
(5) Payment Cards may not be accepted to settle a non-collectable
debt or to pay for a cheque that is not covered.
§5 The Presentment of Card Transactions, Credit Entries
to the Credit of the Cardholder
(1) The Merchant is entitled to present all due accounts receivable from
Cardholders for goods and services, which accounts receivable
have been created by using a Payment Card in card-not-present
transactions, without presentment of the Payment Card and which
have been accepted, to Wirecard for settlement and to settle such
accounts receivable through Wirecard. The Merchant is not
prevented from also concluding card acceptance contracts with
other payment service providers unless the Merchant has expressly
undertaken in the Online Application to work together with Wirecard
exclusively as far as this is concerned.
(2) All card transactions must be processed fully and solely via the
Processing Platform pursuant to § 6 sub-clause (10) et seq. of the
General Terms and Conditions of Acceptance and additionally
indicating the respective merchant category allocated by Wirecard
to the Merchant (so-called Merchant Category Code).
(3) With every order placed remotely without physical presentment of
the Payment Card, the Merchant shall, prior to forwarding the
transaction details to Wirecard, electronically record:
(a) the Cardholder's name and address;
(b) the card number and period of validity of the Payment Card,
as well as the date of the transaction;
(c) the invoiced amount;
(d) the authorisation number within the meaning of § 7 sub-
clause (1); and
(e) the card security code (the last three (3) digits set out in the
signature field on the reverse side of the Payment Card)
and, unless another process has been agreed on, store such details
– except the card security code – in appropriate protocols for the
required retention period in accordance § 8 of the General Terms
and Conditions of Acceptance. The Merchant must transmit the
information under (b), (c), and (d) above to Wirecard in full and in a
readable format every time a transaction is presented and must
transmit the information under a) upon request.
(4) If the Merchant offers the Cardholders a special security process (in
particular “3-D Secure” consisting of “Verified by Visa” for Visa) the
Merchant must carry out all card transactions using this security
process and forward to Wirecard any and all transaction details
Version 1.0.0 | Status 27.03.2018
through a correspondingly certified and registered platform, and
must do so complying with the relevant requirements of the Card
Schemes (e.g. use of logos, etc.) and complying with the relevant
specifications for such security process (e.g. corresponding user
manuals) as well as the agreements reached for use of this security
process.
(5) The Merchant shall only present card transactions for settlement
that are not based on a case which falls under § 4 sub-clause (3) to
sub-clause (5).
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions
Acceptance of Cards in "Card-Not-Present Transactions"
(6) After completing the card transaction the Merchant must provide the
Cardholder with a transaction receipt in writing and/or electronically.
Such receipt must include a clear transaction ID as well as the
Merchant's internet address.
(7) In addition to § 6 sub-clause (14) of the General Terms and
Conditions of Acceptance the Merchant is obliged to comply with all
technical and security requirements of the Card Schemes' Card
Regulations; Wirecard shall notify the Merchant of these
requirements in good time in accordance with § 3 sub-clause (1) of
the General Terms and Conditions of Acceptance. The Merchant
particularly undertakes to comply with the relevant requirements of
the Card Schemes in the version as applicable from time to time,
particularly the requirements of the Payment Card Industry Data
Security Standards ("PCI DSS") and to prove compliance therewith
in an appropriate manner to Wirecard upon request. Further
information on this can be found at e.g.
www.pcisecuritystandards.org. If necessary pursuant to the
requirements of the Card Schemes, the Merchant shall register with
the Card Schemes and, as the case may be, become certified. If
certified, the Merchant shall regularly, but at least annually, send
Wirecard a copy of the certificate without being asked to do so. The
cost of certification shall be borne by the Merchant.
(8) The Merchant may give refunds arising out of card transactions
("Credits") only if the original card transaction is cancelled. If the
card transaction has not yet been presented to Wirecard the
Merchant must cancel the authorisation request using the Online
Tool (cf. § 3 of the General Terms and Conditions of Acceptance).
The Merchant must reverse any refunds arising out of underlying
transactions, which have been cancelled and which relate to card
transactions, which have already been presented for settlement,
exclusively via Wirecard, i.e. the Credit on the card account must
be initiated by the Merchant via Wirecard. In that case Wirecard
shall reverse the card transaction. The Merchant may give Credits
arising out of transactions via the Online Tool only by means of an
electronic credit and by using the Online Tool and only in the
amount of the previously executed card transaction. In addition the
Merchant must electronically draw up a credit note with the card
details and the amount of the Credit, which credit note must be
signed by the Merchant and the original of which must be handed
over to the Cardholder. The Merchant must present the Credit to
Wirecard within two (2) Business Days (cf. § 2 sub-clause (30) of
the General Terms and Conditions of Acceptance) of having
cancelled the card transaction.
(9) The Merchant undertakes not to present any card-not-present card
transactions for settlement through other Merchant ID numbers.
The Merchant must settle card transactions within a particular
distribution channel using the respective Merchant ID number
allocated by Wirecard for this distribution channel.
(10) The Merchant shall present a payment transaction to Wirecard for
settlement only once. If the Merchant has concluded other card
acceptance contracts with other acquirers in addition to this
Contract, the Merchant shall only ever present one and the same
card transaction to one acquirer / payment service provider in each
case for settlement (prohibition of multiple presentments). Upon
request the Merchant shall provide Wirecard with proof that each
card transaction presented was based on a legal transaction with
the Cardholder that was permitted under this Contract and in an
amount that corresponds to the presented card transaction.
(11) The Merchant shall not present a card transaction until the goods
or services underlying the card transaction have been delivered or
provided to the Cardholder or recipient of the goods/services, or the
Cardholder has agreed to an advanced debit or a recurring debit on
the Payment Card. Upon request, the Merchant must prove to
Wirecard that the above conditions are met.
(12) Following authorisation of the payment with the Payment Card, the
Cardholder can no longer revoke the card payment in relation to the
Card Issuer unless he has agreed otherwise with the Card Issuer,
and the Merchant has consented to such revocation. The Merchant
hereby undertakes to Wirecard not to grant consent following
authorisation of the payment with the Payment Card and to refrain
from anything which could lead to the granting of any such right of
revocation of the Cardholder.
§6 The use of 3-D Secure;
If the Merchant uses the security process 3-D Secure pursuant to
the agreement in the Online Application the following shall apply:
(1) 3-D Secure is a security process specifically supported by the Card
Schemes. Its purpose is to authenticate the use of Payment Cards
and reduce the Merchants' risk of Chargebacks in their function as
e-commerce merchants if Cardholders generally dispute the use of
Page 2 of 6

the authenticated Payment Card. The Merchant's risk of
Chargebacks is only reduced in a Disputed Case (cf. § 2 sub-clause
(2)) and if the conditions specified by the Card Schemes are
complied with "Conditions for 3-D Secure"). Any and all return
debits (Chargebacks) for other reasons are not covered by 3-D
Secure.
Wirecard's Services
(2) Wirecard is not the provider of the 3-D Secure process, rather it only
supports the Merchant when carrying out 3-D Secure transactions
in accordance with the following provisions. Wirecard's services
comprise supporting the Merchant's technical connection to
participate in the 3-D Secure Process by making it possible to use
a so-called Merchant Plug-in (a software component, which
supports the Merchant System in the 3-D Secure process,
particularly with regard to enquiries made to the Card Schemes'
servers, "MPI") at Wirecard ("Technical 3-D Secure Connection")
and the forwarding of information between the Merchant and the
other parties involved in the implementation of the 3-D Secure
process. Specifically, Wirecard provides the following services in
this regard:
(a) registration of the Merchant with the Card Schemes for 3-D
Secure by registration with the Card Schemes' "Directory
Server";
(b) provision of the interface specifications for technically
connecting the Merchant to the 3-D Secure process;
(c) processing and documentation of authentication
transactions in accordance with the Conditions for 3-D
Secure via the Processing Platform (cf. §6 sub-clause (10)
of the General Terms and Conditions of Acceptance).
Wirecard must process requests for authorisation only using
information that has been transmitted to Wirecard by the
Merchant or by a third party commissioned by the Merchant
to technically connect the Merchant to the 3-D Secure
process ("3-D Secure Provider").
(3) Wirecard has no influence over the content of the Conditions for 3-
D Secure. The Merchant must independently inform itself and keep
itself informed about the Conditions for 3-D Secure and shall ensure
that it complies with the Conditions for 3-D Secure. Wirecard
accepts no liability for proper performance of the obligations of the
3-D Secure Provider.
The Merchant's Obligations
(4) If the 3-D Secure process is used, the Merchant shall have an
obligation to ensure:
(a) that all of the requirements and processes are complied with
by the Merchant itself or by the 3-D Secure Provider (in
particular enabling the use of the MPI) in accordance with
the Conditions for 3-D Secure as well as in accordance with
the interface specifications, in particular that the
certifications, registration procedures and test procedures
required by the Card Schemes are undergone; and
(b) that the Merchant, or the 3-D Secure Provider: (i) processes
the authentication transactions in accordance with the
Conditions for 3-D Secure, including properly transmitting
necessary information to Wirecard (e.g. information on
results of the authentication requests relating to the
submission of card transactions); and (ii) holds the
necessary documentation relating to the authentication and
authorisation of transactions ready for the purposes of proof
in view of Chargebacks that may occur.
If the Merchant uses a third-party 3-D Secure Provider, the
Merchant shall be liable for non-compliance with the requirements
and processes of the Conditions for 3-D Secure by such 3-D Secure
Provider in relation to Wirecard as though it was its own breach of
duty in accordance with § 2 sub-clause (29) of the General Terms
and Conditions of Acceptance.
(5) Wirecard shall allocate a separate Merchant ID to the Merchant for
the use of 3-D Secure. 3-D Secure transactions must be executed
solely using the Merchant ID allocated for this purpose. Such
Merchant ID must be used solely for processing 3-D Secure
transactions and may not be used for carrying out other transactions
Version 1.0.0 | Status 27.03.2018
which are not 3-D Secure transactions.
Termination/Suspension of the use of 3-D Secure
(6) The right to use 3-D Secure pursuant to this § 6 shall lapse:
(a) automatically upon termination or expiry of this Contract;
(b) if the mandate to use 3-D Secure is terminated by one of the
Parties with a notice period of 10 Business Days;
(c) is terminated by one of the Parties without notice for good
cause.
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions
Acceptance of Cards in "Card-Not-Present Transactions"
There shall be good cause if the Merchant or the 3-D Secure
Provider breaches obligations under § 6 and/or the Conditions for
3-D Secure. Irrespective of the above-mentioned grounds for
termination. Wirecard shall be entitled to prohibit the Merchant from
continuing to use 3-D Secure or to suspend it from 3-D Secure
transactions if and to the extent that the Merchant or the 3-D Secure
Provider intentionally or negligently breaches the provisions of this
§ 6 and/or the Conditions for 3-D Secure. Wirecard shall promptly
inform the Merchant of any suspension from 3-D Secure
transactions.
§7 Authorisation of Card Transactions
(1) Each card transaction shall always require online authorisation from
Wirecard regardless of its amount. Wirecard issues the Merchant
with an authorisation number together with the online authorisation.
(2) By issuing the authorisation number Wirecard confirms to the
Merchant that, at the time of authorisation, use of the Payment Card
is not restricted under the scope of this Contract, the Payment Card
has not been declared invalid by virtue of any blacklist of the Card
Schemes or similar lists or other notices, and that the transaction
amount is within the transaction limit. The issue of an authorisation
number does not include any promise to pay. In particular Wirecard
remains entitled to make a Chargeback in accordance with § 10.
(3) The authorisation number is issued or rejected automatically; in the
event of rejection, an error notification is transmitted to the
Merchant.
(4) It is not possible to settle card transactions if there is a disruption in
the online transmission or some other operational disruption. No
manual or other settlement method is permitted.
(5) For card transactions where the exact amount of the transaction is
not known in advance, the Merchant must inform the Customer of
the exact amount to be blocked on the Customer's payment account
at the time of the transaction.
§8 Charges, Reimbursement of Expenses
In addition to § 9 of the General Terms and Conditions of
Acceptance the following provisions shall apply to the charges and
expenses to which Wirecard is entitled in return for the services
under these Special Terms and Conditions for the Acceptance of
Cards in Card-Not-Present Transactions.
(1) Wirecard shall as a general rule indicate the charges to be paid by
the Merchant for the individual brands and types of card of the Card
Schemesseparately. However, they shall not be indicated
separately if the charges for the individual types of card of the Card
Schemes are identical; the Merchant hereby expressly agrees that
in this special case the charge stipulated in the Online Application
for all of the individual types of card of the Card Schemes are
deemed to be agreed and that the charges are not indicated
separately as described above.
(2) The discount/disagio set out in the Online Tool (as part of the
charges) is based on the total value of all transactions (transaction
volume) per month as well as the average transaction amount per
month (total value of all transactions in relation to the number of
transactions) as stated by the Merchant at conclusion of the
Contract or when a change is agreed on. The discount/disagio shall
in each case be charged on the card transaction's final invoice
amount.
(3) In the context of these Special Terms and Conditions the expenses
within the meaning of §9 sub-clause (6) of the General Terms and
Conditions of Acceptance also include:
(a) all penalties, Chargebacks (cf. § 10) or other charges by the
Card Schemes (e.g. for registering the Merchant in special
merchant programs), which the Card Schemes impose on
Wirecard - as the Card Schemes' licensee - either directly
or indirectly on the basis of the Card Regulations (cf. § 2 sub-
clause (2)), to the extent that such penalties, Chargebacks
or other charges were caused by the Merchant's
transactions or any act and/or omission of the Merchant and
were charged on the basis of the Card Regulations; and
(b) provided the Merchant uses 3-D Secure in accordance with
§ 6, Wirecard's payment obligations arising out of claims of
third parties based on the fact that the Merchant or the 3-D
Secure Provider has breached the obligations under § 6
and/or the Conditions for 3-D Secure.
(4) Wirecard shall additionally issue separate monthly reports, in which
the charges and interchange fees for the transactions presented by
the Merchant are indicated separately and broken down according
to each Card Scheme and each type of card used (e.g. VISA
Commercial Card, VISA Consumer deferred debit and credit cards,
MasterCard Debit Card transactions etc.) The charges and
expenses shall be billed by e-mail or through the Online Tool. § 10
Page 3 of 6

sub-clause (4) to sub-clause (6) of the General Terms and
Conditions of Acceptance apply.
§9 Payout, Assignment of Claims
(1) The provisions of § 10 of the General Terms and Conditions of
Acceptance shall apply to the payout and settlement of the payment
sums resulting from the card transactions presented.
(2) The payout amount shall in each case be the amount resulting from
the card transactions presented and made available to the
Merchant by Wirecard less:
(a) the Holdback (§ 12) for the payout period concerned;
(b) as the case may be Chargebacks within the meaning of sub-
clause § 10 that have accrued up until the time of payout;
(c) charges and expenses owed to Wirecard under the
provisions of this Contract; and
(d) as the case may be, other deduction items within the
meaning of § 10 sub-clause (1) of the General Terms and
Conditions of Acceptance.
(3) Wirecard shall be entitled to offset the charges, expenses and other
deductions to which it is entitled under this Contract pursuant to
§ 10 sub-clause (1) of the General Terms and Conditions of
Acceptance against the payment sums to be paid out to the
Merchant under these Special Terms and Conditions for the
Acceptance of Cards in Card-Not-Present Transactions.
(4) The Merchant hereby already assigns all of its claims against the
Cardholder arising out of goods/services and which have been
created by use of the Payment Card (claims arising out of the
underlying transaction) as well as any claims against the Card
Issuer, connected with the use of the Payment Card, to Wirecard.
Wirecard accepts this assignment. The assignment shall in each
case become effective when Wirecard receives the presentment of
the transaction. § 10 of these Special Terms and Conditions shall
remain unaffected.
§ 10 Chargebacks
(1) The Merchant must reimburse Wirecard the payment sums paid out
to it by Wirecard to the extent that these payment sums are charged
back to Wirecard. In addition, Wirecard may offset claims for a
refund under sentence 1 against its own payment obligations
towards the Merchant under the Contract and any other relationship
with the Merchant under any banking relationship that may exist
between the Merchant and Wirecard Bank. Any such refund/set-off
is effected in addition to the charges that accrue for a refund/set-off.
(2) The claim to a refund and the right to offset under § 10 sub-clause
(1) shall not apply if the Merchant has chosen the option "With a
promise to pay in the event that the Cardholder disputes having
given the instructions" and all of the conditions set out in paragraphs
a) to o) below are met:
(a) the acceptance of the Payment Card as the means of
payment was permitted under § 4 and at the time when the
card transaction was presented the Merchant had no
knowledge that the Payment Card had been declared invalid
by means of black lists or other notices;
(b) the duties in connection with acceptance and presentment
under § 5 and § 5 sub-clause (7) have been complied with,
in particular the Merchant has not yet presented the card
transaction concerned to Wirecard or another payment
service provider / acquirer, with whom the Merchant has
concluded an agreement regarding the acceptance of cards
(cf. the prohibition of multiple presentments, sub-clause
(10));
(c) the technical Prerequisites for Connection under sub-
clauses (10) to (17) of the General Terms and Conditions of
Acceptance and the duties as to conduct under § 6 sub-
clauses (29) and (30) of the General Terms and Conditions
of Acceptance have been complied with;
(d) the Merchant has received a card-not-present sales order
(3)
from the Cardholder, according to which the latter wishes to
pay using his Payment Card;
(e) the transaction date falls within the Payment Card's period
of validity;
Version 1.0.0 | Status 27.03.2018
(f) the card transaction was authorised by Wirecard online; in
(4)
the case of card-not-present sales transactions, issuing
authorisation with an authorisation number cf. § 7 may also
be made dependent on identification measures, such as e.g.
the transmission of a copy of photo identification of the
Cardholder;
(g) the period between the date of requesting authorisation
(date on which the authorisation number is issued) and the
date of performance (date on which the goods are sold or on
which the service is rendered, hereinafter referred to as
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions
Acceptance of Cards in "Card-Not-Present Transactions"
"Performance Date") does not exceed seven (7) calendar
days at the most;
(h) the total amount of goods/services sold or rendered, which
in the case of a cash transaction would have been settled in
one amount, has not been divided into several card
transactions;
(i) all sale details have been forwarded to Wirecard correctly,
completely and within two (2) Business Days within the
meaning of § 2 sub-clause (30) of the General Terms and
Conditions of Acceptance following the Performance Date;
(j) the transaction value is stipulated in a contractually agreed
transaction currency;
(k) the Merchant's special obligations in electronic commerce
under §7 of the General Terms and Conditions of
Acceptance have been complied with, in particular the
Merchant has informed the Cardholder fully and correctly of
the Merchant's full name and address, including the
Merchant's Internet address and e-mail address, has clearly
designated itself to the Cardholder as the Cardholder's
responsible contract partner and has made its general terms
and conditions of business easily accessible to the
Cardholder so that it is possible for the Cardholder to
become aware of all of the essential terms and conditions
(particularly his rights such as e.g. the right of cancellation or
right of return and any restrictions of use) which are required
in order to be able to make a proper decision about the
purchase of the goods/services concerned;
(l) the Merchant has sent a confirmation of order and/or invoice
in writing or by e-mail with a note that the Cardholder's
Payment Card account will be debited; the complete card
number, the card security code and the period of validity
must not appear on such confirmation for reasons of
security;
(m) the Cardholder has not rescinded, withdrawn from, cancelled
or otherwise terminated the Contract with the Merchant for
the delivery of the goods or the provision of the services;
(n) the Cardholder has not requested any cancellation of the
debit on his card account held at the Card Issuer or refuses
to make the payment and declares in writing within thirteen
(13) months after his card account has been debited or after
the date when the Merchant's goods and/or services were
delivered or provided to him or should have been delivered
or provided:
(i) that the Merchant's goods and/or services were not
delivered or provided at all or not to the agreed
delivery address or at the agreed time;
(ii) that the goods and/or services did not correspond to
a description which existed at the time of purchase
and that the Cardholder has returned the goods to the
Merchant and/or has cancelled the contract for the
goods/services; or
(iii) that the delivery received by the Cardholder was
defective or damaged,
unless in the cases set out in paragraphs (i) to (iii) the
Merchant proves proper performance within fourteen (14)
days following a corresponding request by Wirecard. The
above-mentioned proof for the avoidance of a Chargeback
is not possible if the transaction amount is less than € 10.00;
(o) The Merchant submits the complete documentation relating
to the order in accordance with § 8 sub-clause (1) of the
General Terms and Conditions of Acceptance and § 5 sub-
clause (3) and it arises therefrom that the customer (even if
the customer's identity can no longer be determined) issued
an instruction to debit the respective Payment Card account,
unless the Merchant knew or exercising ordinary care ought
to have known that the instruction did not come from the
Cardholder.
If the proportion of Chargebacks arising out of card transactions at
the Merchant exceeds one percent (1 %) of the number of
transactions (only debits, no credits) or two percent (2 %) of the
transaction volume ("Limits") over a period of one (1) month
Wirecard shall immediately notify the Merchant thereof.
When calculating the proportion of Chargebacks, account shall also
be taken of those transactions/sales where the Merchant issues
Credits to the Cardholders before a Chargeback is made in order to
avoid such Chargeback and thereby not exceed the Limits
mentioned in § 10 sub-clause (3). This is always to be presumed if
the Credit is issued after Wirecard has received a query from the
Card Issuer regarding a card transaction and has forwarded the
query to the Merchant for clarification.
Page 4 of 6

(5) The provisions of this § 10 shall continue to apply for a further period
of eighteen (18) months following the termination of this Contract.
(6) In the event of any Chargeback under this § 10 Wirecard shall
reassign the Merchant's claim against the Cardholder underlying
the Chargeback and any associated claims of the Merchant against
the Card Issuer back to the Merchant (cf. § 9 sub-clause (4)) upon
complete satisfaction of the corresponding claim for a refund by the
Merchant. The Merchant hereby accepts this reassignment. The
Merchant does not have any right to a refund of the service charge
which accrued for the transaction concerned because Wirecard has
rendered the service paid for.
§ 11 Liability, Reimbursement of Expenses, Preclusion of
Objections
(1) If the Merchant fails to implement or comply with the requirements
of the PCI DSS in accordance with the stipulations of this Contract
(cf. § 5 sub-clause (7)), does not do so in full or does not do so in
due time ("Breach of the PCI DSS") the Merchant must pay
Wirecard damages for the extra cost incurred in implementing this
Contract due to the Breach of the PCI DSS, which damages shall
be in the amount of € 250 for each month in which the Merchant
breaches the PCI DSS. This shall not apply if the Merchant proves
that Wirecard did not suffer any loss whatsoever due to the Breach
of the PCI DSS or suffered only minor loss. Damages paid or
payable by the Merchant to Wirecard under § 11 sub-clause (1)
shall not be Wirecard's exclusive remedy for the Merchant's Breach
of PCI DSS and Wirecard will remain entitled to claim against the
Merchant for all loss suffered by it as a result of the Merchant's
Breach of PCI DSS in accordance with the Contract.
(2) This shall be without prejudice to any further claims for damages by
Wirecard pursuant to this Contract or pursuant to applicable laws or
regulations; it shall likewise be without prejudice to Wirecard's
contractual rights of termination.
(3) If any charges, fines or penalties ("charges") are imposed on
Wirecard by the Card Schemes for excessive chargeback rates (so-
called excessive chargebacks) because the Limits stipulated in §
10 sub-clause (3) are exceeded or because of the breach of a
contractual obligation by the Merchant or otherwise has fines
imposed on it, the Merchant shall indemnify Wirecard from and
against any such charges or shall refund Wirecard any charges paid
by way of a reimbursement of expenses. For this, it shall be
irrelevant whether the charge is justified as between Wirecard and
the Card Schemes. The duty to indemnify shall also apply if the
Merchant had no opportunity of raising objections or defences prior
to payment by Wirecard; as far as this is concerned Wirecard is not
obliged to allow the Merchant to negotiate or such like, with the Card
Scheme prior to payment of any indemnity sums by the Merchant.
Wirecard shall, upon request, provide the Merchant with a
catalogue of the current charges which may be imposed on
Wirecard by the Card Schemes. Sentence 1 above applies mutatis
mutandis for other claims of third parties against Wirecard based on
the fact that the Merchant or a third party employed by the Merchant
breaches its obligations under this Contract. This shall be without
prejudice to any further claims of Wirecard.
(4) If a Chargeback has been lawfully made under § 10, any further
claims and any objections by the Merchant against Wirecard shall
be excluded. The Merchant shall remain at liberty to turn directly to
the Cardholder in order to assert its payment claim arising out of the
underlying transaction which it concluded with the Cardholder.
§ 12 Holdback/Provision of Security
The following shall apply in addition to § 11 of the General Terms
and Conditions of Acceptance:
(1) As security for all existing, future and conditional claims, to which
Wirecard is entitled against the Merchant under this Contract,
Wirecard shall hold back the portion of the final invoice amount of
every card transaction as set out in the Online Tool (hereinafter
"Holdback"). Wirecard shall not pay the Holdback out to the
Merchant until after the expiry of the holdback period as set out in
the Online Tool, in each case, however, after a maximum of 180
days.
Version 1.0.0 | Status 27.03.2018
(2) If, due to breaches of contract by the Merchant, it has to be
assumed that such breaches will lead to charges being imposed on
Wirecard by the Card Schemes, for which the Merchant has to
reimburse Wirecard the expenses pursuant to § 8 sub-clause (3)
and § 11 sub-clause (3) above and/or, from and against which it
must indemnify Wirecard in accordance with the provisions of the
Contract, Wirecard may demand a payment in advance equivalent
to the prospective penalty charge as security for its claims and/or
deduct any such sums from settlement monies.
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions
Acceptance of Cards in "Card-Not-Present Transactions"
(3) Wirecard shall separate the Holdback amounts held back as
security within one working day after the statement of account has
been issued and shall transfer such amounts to a separately held
account.
(4) Wirecard has a right to realise the Holdback as soon as the
Merchant does not pay following a written statement of account or
equivalent payment statement within two (2) weeks of the date of
the statement of account or of the equivalent payment statement.
(5) Wirecard shall regularly review the amount of the Holdback and
shall assess the extent of the security risk. If the amount of the
Holdback significantly exceeds Wirecard's foreseeable security
requirement (hereinafter referred to as "Security Requirement")
Wirecard may, at its sole discretion, repay some or all of that
excess. If the estimated Security Requirement exceeds the
Holdback, Wirecard shall have the right to change the amount of
the Holdback and/or to reasonably extend the Holdback period.
Wirecard's Security Requirement shall be increased if:
(a) the Merchant's chargeback rate exceeds the Limits
mentioned in § 10 sub-clause (3) or has increased by more
than fifty percent (50 %) compared to the preceding month;
(b) the Merchant's sales cleared under these Special Terms and
Conditions for the Acceptance of Cards in Card-Not-Present
Transactions drop significantly; or
(c) notice to terminate the Contract is given.
(6) After termination of the Contract, the Holdback shall remain with
Wirecard for a further nine (9) months in order to secure any claims
for recovery resulting from Chargebacks. The remaining credit
balance shall be transferred to the Merchant's account designated
to Wirecard nine (9) months after termination or expiry of the
Contract. If it has to be assumed that, due to breaches of contract
by the Merchant, charges will be imposed on Wirecard by the Card
Schemes, the remaining credit balance can be retained for up to
twelve (12) months after termination of the Contract. After expiry of
the above-mentioned Holdback period, Wirecard shall pay out the
remaining amount to the Merchant.
(7) The Merchant's claims to the return of any security retained must
be asserted in writing to Wirecard within a period of six (6) months
following the expiry of the six-week deadline for statements of
account that have been issued in accordance with § 10 sub-clause
(6) of the General Terms and Conditions of Acceptance. Any later
assertion is precluded; this provision does not apply to claims, about
the existence of which the Parties began negotiating before expiry
of the six-month deadline.
§ 13 Advertising and Marketing
(1) The Merchant is obliged to make the marks/logos/other distinctive
signs, which advertise the possibility of paying by Payment Cards,
clearly visible on its website.
(2) If the Merchant carries out direct mail campaigns or other forms of
advertising the relevant symbols and logos may only appear in
connection with the payment details or payment notes and on the
first page of any such direct mail. If the direct mail campaign is
directed at the holders of only one type of Payment Card the direct
mail campaign must include an express note to the effect that the
respective Card Scheme does not assume any responsibility for the
respective offering and does not support it. Before sending out the
first samples of a direct mail campaign, the specific design of the
direct mail campaign or of the advertising must be approved by the
respective Card Scheme. The above provision applies mutatis
mutandis to mail campaigns sent by e-mail.
(3) If a Card Scheme requires, whether directly or through Wirecard,
that use of any trademark/logo cease or requires that it be adapted
to be in line with the requirements of the respective Card Scheme,
the Merchant shall promptly comply with this requirement at its own
cost.
§ 14 Merchant Category Code, Duty to Disclose
Information, Audits
(1) Based on the details provided by the Merchant about the
businesses operated by the Merchant, Wirecard shall allocate the
Merchant one or more Merchant Category Codes. Notwithstanding
this the Merchant must notify Wirecard of every change in its
business activities so that Wirecard can, if appropriate, adjust the
Merchant Category Code.
(2) On request the Merchant shall permit Wirecard, the Card Schemes
or a third party instructed by Wirecard or the Card Schemes to
inspect its business premises and systems so that compliance with
the provisions of this Contract and compliance with the
requirements of the Card Schemes to be complied with by the
Merchant can be checked. In doing so, checks may particularly be
Page 5 of 6

made as to whether, and the extent to which, the Merchant's
organisational measures are appropriate in accordance with the
standards customary in the trade for excluding the possibility of any
fraudulent use and/or other manipulation of any kind of the
Merchant's systems. The Merchant undertakes that it will - at its own
cost - fully cooperate with and enable such inspections/audits. The
Merchant is also additionally obliged to enable any security audit
(e.g. PCI audit) carried out by the Card Schemes or by a third party
commissioned by the Card Schemes to be performed and to
cooperate without limitation and at its own cost.
(3) Furthermore, the Merchant must ensure that all inspections/audits
can be carried out directly in relation to and at the business
premises of and of the systems used by any technical service
providers and other subcontractors commissioned by the Merchant
and vicarious agents of the Merchant, whom the Merchant has
commissioned in connection with the submission and processing of
card transactions.
§ 15 Termination
(1) Irrespective of the other rights of termination that exist under this
Contract, Wirecard shall have a special right of termination by
providing to the Merchant two (2) months' written notice in the event
that one of the Card Schemes requires that this Contract between
Wirecard and the Merchant is terminated.
(2) In addition to § 12 sub-clause (7) of the General Terms and
Conditions Wirecard is entitled to terminate this Contract without
notice if:
(a) the proportion of Chargebacks from card transactions over a
period of two (2) months (hereinafter "Assessment Period")
exceeds two percent (2 %) of the transaction volume or one
percent (1 %) of the number of transactions (§ 10 sub-clause
(3) applies mutatis mutandis to the calculation); during the
first six (6) months after the Contract entered into force the
Assessment Period is reduced to one (1) month; or
(b) the Merchant breaches any material contractual obligations
(including but not limited to non-compliance with the
obligations stipulated in § 5 sub-clause (7) and § 6 of these
Special Terms and Conditions for the Acceptance of Cards
in Card-Not-Present Transactions, the obligations stipulated
in § 6 and § 7 of the General Terms and Conditions of
Acceptance as well as the Card Regulations). Such
breaches are in particular:
(i) if the Merchant (also) presents to Wirecard not only
transactions from its own business but also
transactions by third parties (so-called third party
processing);
(ii) if the registered office of the Merchant, from which the
Merchant operates its business, is not located in a
country listed in the attached Schedule "List of
Countries";
(iii) if the Merchant does not show the Cardholder the
country in which the branch office of the Merchant
Version 1.0.0 | Status 27.03.2018
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions
Acceptance of Cards in "Card-Not-Present Transactions"
entering into the contract has its registered office,
prior to the completion of the payment process;
(iv) if the Merchant's website is not available in at least
one European language (e.g. English);
(v) the Merchant does not point out its general terms and
conditions of business to Cardholders in a clearly
visible manner;
(vi) if the Merchant fails to clearly draw attention on its
web page to the Card Schemes' trade marks to be
used;
(vii) if the Merchant does not present any card
transactions to Wirecard within a period of three
months of the Contract having entered into force;
(viii) if the Merchant does not present any, or only a
minimal number of card transactions (in terms of the
number of transactions and transaction volume) to
Wirecard for a period of three months. Sales are
negligible if the actual number of card transactions or
the actual card sales fall short of the Merchant's
forecast figures by more than seventy-five percent
(75%); or
(ix) if despite request by Wirecard, the Merchant does not
implement the technical and security requirements of
the Card Schemes, in particular the requirements
arising out of PCI DSS or does not do so in good time.
(3) Wirecard can terminate this Contract – also in part in relation to
individual types of Payment Card – with two (2) months’ notice
("Special Right of Termination") if Wirecard (i) ceases the
settlement of card transactions for certain types of Payment Card
or (ii) loses any licences and/or permits that are necessary to render
the performance of this Contract (e.g. software licenses, licences
from the Card Schemes).
(4) If the Merchant has decided on the contract alternative "With a
promise to pay even in the event that the Cardholder disputes
having given the instructions", Wirecard shall have an extraordinary
right to terminate the Contract with two (2) weeks' notice if the
amount of the Chargebacks assumed by Wirecard, which cannot
be charged on to the Merchant, during the respective previous
month exceeded three percent (3%) of the transaction volume in
that month.
(5) Wirecard expressly reserves the right to partial termination of the
Contract only in relation to individual types of Payment Card in
accordance with this § 15.
Page 6 of 6

Special Terms and Conditions for SEPA Transactions
§1 Scope of Application, Creditor Identifier, SWIFT Data
Transmission
(1) These Special SEPA Terms and Conditions (hereinafter "Special
Terms and Conditions for SEPA Transactions") apply to the
execution of payment services by Wirecard on behalf of Merchants,
who wish to offer their customers the ability to pay for the goods and
services purchased from them by SEPA core direct debit and by
SEPA transfer.
(2) The Special Terms and Conditions for SEPA Transactions apply in
addition to the General Terms and Conditions of Acceptance for
Distance Transactions ("General Terms and Conditions of
Acceptance") . References to §§ refer to the provisions of these
Special Terms and Conditions for SEPA Transactions, unless
express reference is made to the provisions of the General Terms
and Conditions of Acceptance or of other Special Terms and
Conditions.
(3) Unless otherwise defined in these Special Terms and Conditions for
SEPA Transactions the terms used in these Special Terms and
Conditions for SEPA Transactions have the meanings defined in
the General Terms and Conditions of Acceptance.
(4) A SEPA core direct debit is a payment transaction initiated by the
Merchant as the payee from the account of the customer
("Customer Account") held with the customer’s payment service
provider (hereinafter "Customer Bank"), where the amount of the
respective payment sum is stated by the Merchant. The SEPA core
direct debit scheme is governed by the "SEPA Core Direct Debit
Scheme Rulebook" of the European Payments Council (hereinafter
"EPC") as applicable from time to time. The "SEPA Core Direct
Debit Scheme Rulebook" can be viewed and downloaded from the
EPC's website at www.europeanpaymentscouncil.eu.
(5) The Special Terms and Conditions for SEPA Transactions apply:
(a) to the presenting and settlement of SEPA core direct debits
in card-not-present transactions (ordering goods and
services on the Internet, by post, by telephone or fax); and
(b) to the receipt and crediting of SEPA credit transfers in card-
not-present transactions (ordering goods and services on
the Internet, by post, by telephone or fax).
(6) Under the SEPA core direct debit scheme the customer
(hereinafter, “Customer”) can effect payments in euro within the
territory of the single euro payments area ("Single Euro Payments
Area", "SEPA") via his Customer Bank to the Merchant. A list of the
countries and territories belonging to SEPA (hereinafter individually
"SEPA Country” and together "SEPA Countries") has been
published on the EPC's internet page
(www.europeanpaymentscouncil.eu). In order to execute payments
by means of SEPA core direct debits the Customer must issue the
corresponding SEPA direct debit mandate to the Merchant prior to
the payment transaction. In each case the Merchant, as the payee,
initiates the payment transaction by presenting the direct debits to
the Customer Bank via Wirecard in accordance with this Contract.
If an authorised payment is made on the basis of a SEPA core direct
debit the Customer can, within a period of eight (8) weeks as of the
time when the debit was debited from the Customer Account,
demand that the direct debit amount debited be refunded subject to
the satisfaction of the conditions in regulation 79(2) of the Payment
Services Regulations 2017. This leads to the conditional credit entry
to the benefit of the Merchant being cancelled (hereinafter
"Chargebacks"). The payment amount can be re-debited only with
a new direct debit with a new due date.
(7) The Merchant, as the payee, must apply for a creditor identifier
(hereinafter "Creditor Identifier (CI)") for the purposes of
presenting SEPA core direct debits. It must also maintain and
ensure the validity of the Creditor Identifier (CI) during the term of
this Contract. The Creditor Identifier (CI) is issued by the Deutsche
Bundesbank for payees based in Germany (as regards this please
visit: http://glaubiger-id.bundesbank.de). In other SEPA Countries
the respective national central banks issue the Creditor Identifier
(CI). Merchants, who are based outside of the Eurozone can only
apply for a Creditor Identifier (CI) to participate in the SEPA core
Version 1.0.0 | Status 27.03.2018
direct debit scheme through a subsidiary based in a SEPA Country
and by application to the national central bank of the relevant SEPA
Country. Wirecard is not obliged to apply for a Creditor Identifier (CI)
on behalf of the Merchant or to check the validity of a Merchant’s
Creditor Identifier (CI). The Customer can at any time and at his
own discretion exclude a Creditor Identifier (CI) from the right to
make a SEPA core direct debit.
(8) In the case of SEPA core direct debits the direct debit data
presented by the Merchant under this Contract can be forwarded by
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions
SEPA Transactions
Wirecard to the Customer Bank via the message handling system
of the Society for Worldwide Interbank Financial
Telecommunication (SWIFT) based in Belgium with a computer
centre in the European Union, in Switzerland and in the USA.
§2 Subject Matter of the Agency Business, Agreement on
the Collection of Accounts Receivable, Payout
(1) With this Contract (contract of agency) the Merchant instructs
Wirecard to collect SEPA core direct debits (hereinafter "SEPA
Direct Debit Collection Mandates") presented to Wirecard from
the Customers in accordance with the provisions of this Contract
and to receive incoming SEPA credit transfers on behalf of the
Merchant in accordance with the provisions of this Contract.
(2) Wirecard shall provide the following services to the Merchant
provided any conditions stipulated in this Contract have been met:
(a) Execution of the SEPA Direct Debit Collection Mandates (as
soon as possible or upon the date agreed with the Merchant)
by transmitting the SEPA core direct debits presented by the
Merchant to the respective Customer Bank;
(b) Crediting of the total amount of the Merchant's respective
(collective) debit order to the account of the Merchant
subject to the proviso that the SEPA core direct debits are
honoured (this will appear as a conditional credit entry on the
Payee Account);
(c) Crediting of the amounts under the SEPA credit transfers to
the account of the Merchant;
(d) Notification of the Merchant that the SEPA Direct Debit
Collection Mandates and the chargebacks and credits from
SEPA credit transfers have been executed; and
(e) Transfer of the credit balances to the account of the
Merchant in accordance with the more detailed particulars of
§ 8.
§3 SEPA Direct Debit Collection Mandates; Terms and
Conditions for the Presentment of SEPA Core Direct
Debits
(1) Subject to the conditions of this § 3, the Merchant is entitled to
collect the amounts due from a Customer Account at a Customer
Bank based in a SEPA Country by means of SEPA core direct debit
for remittance to the Payee Account.
(2) When presenting the SEPA core direct debits the Merchant must
use the IBAN (International Bank Account Number) and BIC
(Business Identifier Code) given to it by Wirecard as its customer
identifier as well as the Customer Bank's IBAN and BIC notified to
it by the Customer as the Customer's customer identifier. Wirecard
shall be entitled to carry out the collection of the SEPA core direct
debits solely on the basis of the customer identifiers transmitted to
it.
(3) The Merchant undertakes to present SEPA core direct debits for
collection only if the respective Customer has issued the written
direct debit mandate for this (hereinafter "SEPA Direct Debit
Mandate"). The SEPA Direct Debit Mandate must include the
following declarations by the Customer:
(a) Authorisation of the Merchant to collect payments from the
Customer Account by means of SEPA core direct debit; and
(b) The Customer's instruction to his Customer Bank to honour
SEPA core direct debits drawn on the Customer Account.
The authorisation text attached as Schedule A.1, Schedule A.2
and/or Schedule A.3 respectively or wording with the same content
in an official language of a SEPA Country must be used for a SEPA
Direct Debit Mandate in accordance with the rules of the EPC (to
find out more information in this regard please visit:
www.europeanpaymentscouncil.eu).
(4) In addition to the authorisation text the SEPA Direct Debit Mandate
must include the following minimum details:
(a) The Merchant's name, address and Creditor Identifier (CI);
(b) The Customer's name, address, customer identifier (IBAN
and BIC);
(c) Name of the Customer Bank;
(d) Statement as to whether the SEPA Direct Debit Mandate is
given for a one-off payment or for recurrent payments; and
(e) Date of the SEPA Direct Debit Mandate.
(f) The mandate reference individually issued by the Merchant
must:
(g) clearly designate the respective mandate in conjunction with
the Creditor Identifier (CI);
(h) be no more than 35 alphanumeric characters long; and
(i) be communicated to the Customer or may already be
contained in the SEPA Direct Debit Mandate.
Page 1 of 4

The SEPA Direct Debit Mandate can contain additional details in
addition to the data listed above.
(5) Upon request the Merchant must provide Wirecard with the original
SEPA Direct Debit Mandate or a copy and, as the case may be,
further information about the SEPA core direct debits presented,
within seven (7) Business Days following receipt of such a request.
(6) If a Customer revokes a SEPA Direct Debit Mandate in relation to
the Merchant, the Merchant may not collect any further SEPA core
direct debits on the basis of the revoked SEPA Direct Debit
Mandate. The same applies if a SEPA core direct debit is returned
to the Merchant with the grounds for return being "no valid mandate"
and the Customer Bank thereby notifies the Merchant (via Wirecard
or otherwise) that the Customer has revoked the SEPA Direct Debit
Mandate provided to the Merchant.
(7) The Merchant must present the SEPA core direct debits to Wirecard
using Wirecard's paperless process. The Merchant must ensure it
has in place and maintains the Prerequisites for Connection for
presenting SEPA core direct debits using Wirecard's paperless
process - as defined in the Wirecard Payment Processing API
Merchant Specification, a copy of which will be provided to the
Merchant on request - and to maintain them during the term of this
Contract. Wirecard and other institutions are entitled to process the
SEPA core direct debits in accordance with the text key and any
text key enhancement stipulated by the Merchant.
(8) The due date to be stipulated in the dataset for collecting the SEPA
core direct debit (hereinafter "SEPA Dataset") must be one of
Wirecard's Business Days. If the due date stipulated in the
Merchant's SEPA Dataset does not fall on a Business Day, the
following Business Day shall be deemed to be the due date.
Wirecard's Business Days are set out in § 2 sub-clause (30) of the
General Terms and Conditions of Acceptance.
(9) In order to allow SEPA core direct debits to be transmitted to the
respective Customer Bank via Wirecard in a timely manner, a SEPA
Direct Debit Collection Mandate must be presented to Wirecard at
least seven (7) Business Days (five (5) Business Days' prior notice
plus Wirecard's own processing time) prior to the due date if the
SEPA core direct debit is a one-off or if it is the first SEPA core direct
debit to be collected from a Customer. For subsequent SEPA core
direct debits, the SEPA Dataset must be presented to Wirecard at
least four (4) Business Days (two (2) Business Days' prior notice
plus Wirecard's own processing time) prior to the due date. If the
Merchant does not state any due date Wirecard shall - on the basis
of the above time limits for presentment - presume that the due date
is the date which corresponds to the next possible collection date.
If, when presenting a SEPA core direct debit, the Merchant states a
due date which does not comply with the above-mentioned time
limits for presentment, Wirecard can reject the transmission to the
respective Customer Bank. If SEPA core direct debits are presented
without complying with the agreed time limits so that execution by
the stated due date cannot be guaranteed, Wirecard shall also be
entitled to change the due date in the SEPA Dataset to the next
possible and still achievable due date, although it is under no
obligation to do so. Wirecard reserves the right to adjust a due date
where the time limits above have not been complied with at any time
without notifying the Merchant so that the technical and regulatory
requirements for the SEPA core direct debit scheme are met.
(10) If the Merchant does not present any SEPA core direct debits
pursuant to a SEPA Direct Debit Mandate in a period of thirty-six
(36) months (calculated from the due date of the last SEPA core
direct debit to be presented), it must refrain from collecting direct
debits on the basis of that SEPA Direct Debit Mandate. The
Merchant must obtain a new SEPA Direct Debit Mandate if it wishes
to collect SEPA core direct debits from the Customer in the future.
Wirecard and the Customer Bank are not under an obligation to
check compliance with the measures in sentence 1.
(11) Small amounts to be collected regularly should, as far as possible,
be combined into quarterly, half-yearly or annual payments to result
in a collection amount of at least 10.00 euros per SEPA core direct
debit.
§4 National Direct Debit Authorisation as a SEPA Direct
Debit Mandate
Version 1.0.0 | Status 27.03.2018
(1) The Merchant can use a national direct debit authorisation as a
SEPA Direct Debit Mandate. In order to do so the following
conditions have to be met:
(a) The Customer has provided the Merchant with a written
national direct debit authorisation, pursuant to which the
Customer authorises the Merchant to collect payments from
the Customer Account by direct debit.
(b) The Customer and the Customer Bank have agreed that
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions
SEPA Transactions
(i) pursuant to the national direct debit authorisation the
Customer instructs the Customer Bank to honour
direct debits drawn by the Merchant on his Customer
Account; and
(ii) the national direct debit authorisation can be used as
a SEPA Direct Debit Mandate.
(2) The national direct debit authorisation must contain the following
Authorisation Data:
(a) The Merchant's name or unique identifier (as the payee);
(b) The Customer's name (as the payer);
(c) The Customer's customer identifier within the meaning of §
3 sub-clause (2) or account number and bank sort code.
The National Direct Debit Mandate can contain additional details in
addition to the Authorisation Data.
(3) Prior to the collection of the first SEPA core direct debit, the
Merchant must notify the Customer of the change from debit by
national direct debit to the debit by SEPA core direct debit stating
the Creditor Identifier (CI) and mandate reference in text form. Upon
request by Wirecard the Merchant must prove that the Customer
has been notified in an appropriate manner in accordance with
sentence 1.
(4) The first SEPA core direct debit made after the change from the
national direct debit shall be labelled as a first direct debit. In the
SEPA Dataset the date upon which the Customer was notified in
accordance with sub-clause (3) above is to be stated as the date of
the SEPA Direct Debit Mandate. This date must be at least five (5)
Business Days prior to the due date of the first SEPA core direct
debit.
§5 Notice of Collection of the Direct Debit, Retention and
Documentation
In addition to the obligations under § 8 of the General Terms and
Conditions of Acceptance the following obligations shall apply to the
Merchant when offering the payment method "SEPA core direct
debit":
(1) The Merchant must notify the Customer of the collection by direct
debit (for example in connection with the issue of an invoice) no
later than fourteen (14) calendar days prior to the due date of the
first payment by means of SEPA core direct debit subject to any
alternative agreement between the Merchant and the Customer. In
the case of recurring debits with the same or a fixed debit amount
the Merchant may notify the Customer once prior to the first
collection by direct debit and to state the corresponding due dates
at this time.
(2) The SEPA Direct Debit Mandate issued by the Customer shall
remain with the Merchant. The Merchant must keep the SEPA
Direct Debit Mandate issued by the Customer - including any
amendments made - in the statutorily prescribed form. The SEPA
Direct Debit Mandate shall be valid for an indefinite term provided
that no more than 36 months have elapsed since the last debit and
provided that it has not been revoked by the Customer or returned
by the Customer Bank in the circumstances outlined in sub-clause
3.5. After the SEPA Direct Debit Mandate has expired it must still
be kept in the statutorily prescribed form for a period of at least
fourteen (14) months calculated as of the due date of the last SEPA
core direct debit collected.
(3) Upon request the Merchant must provide Wirecard with the original
SEPA Direct Debit Mandate or a copy and, as the case may be,
further information about the SEPA core direct debits presented,
within seven (7) Business Days following receipt of such request.
§6 Prerequisites for Performance, Execution and
Chargebacks
(1) Wirecard is only obliged to fulfil its obligations in § 2 sub-clause
(2) (a) (execution of the Direct Debit Collection Orders) if the
Merchant has complied with its obligations under § 3 and § 4 above
and under § 6 sub-clauses (10) to (17), sub-clauses (28), (29) of the
General Terms and Conditions of Acceptance as well as under § 7
of the General Terms and Conditions of Acceptance. Wirecard's
rights under this Contract (e.g. to suspend services or to terminate
the Contract) in accordance with the provisions of the General
Terms and Conditions of Acceptance shall remain unaffected.
(2) Wirecard shall transmit the SEPA core direct debits presented by
the Customer in accordance with the provisions of this Contract in
such a manner as to allow them to be cleared on the due date stated
in the SEPA Dataset.
(3) The total amount of the accounts receivable to be collected shall
then be credited to the account of the Merchant provided that the
SEPA core direct debits are honoured.
Page 2 of 4

(4) The Customer Bank shall forward the amount it has debited from
the Customer Account on the basis of the SEPA core direct debit to
Wirecard. No partial payments will be made.
(5) In the case of a SEPA core direct debit which is not honoured by
the Customer Bank or is returned by the Customer Bank because
of the Customer's demand for a refund Wirecard shall be entitled to
reverse the conditional credit entry and to debit such Chargebacks
from the sums payable to the Merchant. This is irrespective of
whether a statement of account has been issued in the meantime.
The payment amount can be re-debited from the Customer Account
only with a new SEPA core direct debit with a new due date.
§7 Charges, Billing, Notification
In addition to § 9 of the General Terms and Conditions of
Acceptance the following provisions shall apply to the charges and
expenses, to which Wirecard is entitled in return for the services
under these Special Terms and Conditions for SEPA Transactions.
(1) The calculation of the percentage remuneration components laid
down in the Online Application shall be based on the respective
amount to be transferred or direct debit amount respectively. The
basis for the percentage remuneration components agreed is the
average transaction amount per month stated by the Merchant
when the Contract was concluded (or as and when any changes
come into effect)(total value of all transactions in proportion to the
number of transactions) and the average total transaction volume
per month.
(2) Wirecard shall be entitled to debit the charges, expenses and other
deductions to which it is entitled under this Contract pursuant to
§ 10 sub-clause (1) of the General Terms and Conditions of
Acceptance from the sums due to the Merchant, prior to paying
them to the account of the Merchant or to offset them against the
payment sums to be paid out to the Merchant under these Special
Terms and Conditions for SEPA Transactions.
(3) The charges and expenses and the notification in accordance with
§ 2 sub-clause (2) (d) above shall be billed via the Online Tool; the
notification shall be provided to the Merchant at such times and at
such frequency as agreed with the Merchant. § 10 sub-clause (4) to
sub-clause (6) of the General Terms and Conditions of Acceptance
apply. If it has been agreed that the SEPA core direct debits will be
credited collectively, only the total amount of the accounts
receivable shall be shown and not the individual payment
transactions.
§8 Payouts to the Merchant and Billing
The following shall apply in addition to § 10 of the General Terms
and Conditions of Acceptance:
(1) The payout within the meaning of § 2 sub-clause (2) (e) shall be
made after the expiry of the respective regular payout period agreed
with the Merchant in the Online Application and subject to the
proviso that the prerequisites for performance under § 6 sub-clause
(1) are met. In all other respects § 10 sub-clause (2) of the General
Terms and Conditions of Acceptance shall apply.
(2) The payout amount shall in each case be the equivalent of the sum
of all credits received by Wirecard in the respective payout period
less:
(a) the Holdback (§ 9) for the payout period concerned;
(b) as the case may be Chargebacks that have accrued up until
the time of payout;
(c) charges and expenses owed to Wirecard under the
provisions of this Contract; and
(d) as the case may be, any other items for deduction within the
meaning of § 10 sub-clause (1) of the General Terms and
Conditions of Acceptance.
(3) The minimum payout shall be EUR 50.00. Amounts below such
payout limit shall be accumulated and shall not be paid out to the
Merchant until they exceed such limit, at the latest upon termination
of the Contract.
(4) Wirecard and other institutions are entitled to process the SEPA
core direct debits in accordance with the text key stipulated by the
Merchant and any additional text key stipulated by the Merchant.
(5) Unless otherwise provided by mandatory statutory provisions,
Version 1.0.0 | Status 27.03.2018
Wirecard can withhold the payouts it is obliged to make to the
Merchant due to its own claims, even if those claims are not based
on the same legal relationship. The above right to withhold is limited
to Wirecard's accounts receivable arising out of the banking
relationship with the Merchant and to other banking-related
accounts receivable acquired against the latter.
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions
SEPA Transactions
§9 Holdback
The following shall apply in addition to § 11 of the General Terms
and Conditions of Acceptance:
(1) As security for all existing, future and conditional claims and claims
that are limited in time, to which Wirecard is entitled against the
Merchant under this Contract, and in particular, claims in connection
with Chargebacks, Wirecard shall hold back the portion/percentage
of the final invoice amount as set out in the Online Tool from the
equivalent of the sum of all credits entered on the Payee Account
in the respective payout period (which is set out in the Online Tool)
and arising out of SEPA core direct debits collected as a holdback
(hereinafter "Holdback"). This means that after the expiry of the
respective payout period the sum in the amount of the Holdback
shall not initially be transferred to the Merchant's Drawing Account
but shall instead remain with Wirecard for the period of time set out
in the Online Tool or otherwise separately between the Parties
following expiry of the payout period.
(2) Following termination or expiry of the Contract Wirecard shall be
entitled to retain the Holdback existing at the time of termination or
expiry of the Contract to cover any Chargebacks for a period of nine
(9) months commencing with the date of termination or expiry of the
Contract. The remaining credit balance shall be transferred to the
account of the Merchant nine (9) months after termination or expiry
of the Contract.
(3) Wirecard shall regularly review the amount of the Holdback and
shall assess the extent of the security risk. If the Holdback –
according to the chargeback rates to date and the estimated future
chargeback rate determined by Wirecard exceeds Wirecard's
expected security requirement (hereinafter "Security
Requirement") by more than ten percent (10 %) Wirecard shall pay
out the excess amount. If the Security Requirement exceeds the
current Holdback, Wirecard shall have the right to alter the amount
of the Holdback and/or to reasonably extend the Holdback period.
Wirecard's Security Requirement shall particularly be increased if:
(a) The Merchant's chargeback rate exceeds ten percent (10 %)
of the turnover per month pursuant to § 7 sub-clause (1) or
has increased by more than fifty (50 %) compared to the
preceding month;
(b) The volume of the Merchant's transactions processed under
this Contract drops significantly; a drop is significant if either
the number of transactions or the transaction volume
declines by more than 60 % compared with the transaction
volume initially stated by the Merchant pursuant to § 7 sub-
clause (1); or
(c) Notice to terminate the Contract is given.
§ 10 Liability, Claims for Refunds
The following shall apply in addition to the liability provisions in § 4
of the General Terms and Conditions of Acceptance:
In the event that a SEPA Direct Debit Collection Order is not
collected or is incorrectly collected the Merchant can require that
Wirecard transmits, or as the case may be re-transmits, said SEPA
core direct debit to the Customer Bank without undue delay. In
addition the Merchant can require Wirecard to refund those fees
and interest, which Wirecard has charged him in connection with
the failure to execute or the incorrect execution of SEPA Direct
Debit Collection Order.
§ 11 Termination
In addition to § 12 sub-clause (8) of the General Terms and
Conditions, Wirecard shall have the right to terminate these Special
Terms and Conditions immediately and without notice if:
(a) the proportion of Chargebacks over a period of two (2)
months (hereinafter "Assessment Period") exceeds on
average twenty-five percent (25 %) of the total SEPA core
direct debit transactions processed under this Contract
and/or twenty-five percent (25 %) of the total transaction
volume per month; following the expiry of the first six (6)
months after the Contract entered into force, the
Assessment Period shall be reduced to one (1) month; or
(b) the Merchant offers its Customers payments by SEPA core
direct debits, which are settled under this Contract, through
internet addresses of the Merchant other than those listed in
the Contract or otherwise approved by Wirecard.
Page 3 of 4
 Special Terms and Conditions
SEPA Transactions

Schedules

Schedule A.1:
Text for the payee's SEPA Direct Debit Mandate authorising the
payee to collect recurring payments under the SEPA Core Direct
Debit Scheme

SEPA Direct Debit Mandate

I authorise (We authorise) (name of the payee) to collect
payments from my (our) account by means of direct debit. At the
same time I instruct my (we instruct our) bank to honour the direct
debits drawn by (name of the payee) on my (our) account.
Note: I (we) can demand that the amount debited be refunded
within eight weeks commencing with the date of debit. The terms
and conditions agreed with my (our) bank shall thereby apply.

Note: Please refer to § 3 of the Special Terms and Conditions for

SEPA Transactions for further elements of the mandate.

Schedule A. 2:
Text for the payee's SEPA Direct Debit Mandate authorising the
payee to collect a one-off payment under the SEPA Core Direct
Debit Scheme

SEPA Direct Debit Mandate

I authorise (We authorise) (name of the payee) to collect a one-
off payment from my (our) account by means of direct debit. At
the same time I instruct my (we instruct our) bank to honour the
direct debit drawn by (name of the payee) on my (our) account.
Note: I (we) can demand that the amount debited be refunded
within eight weeks commencing with the date of debit. The terms
and conditions agreed with my (our) bank shall thereby apply.

Note: Please refer to § 3 of the Special Terms and Conditions for

SEPA Transactions for further elements of the mandate.

Schedule A.3:
Authorisation text for a combined mandate

Authorisation for a direct debit and a SEPA direct debit

mandate
1. Direct Debit Authorisation
I revocably authorise (We revocably authorise) (name of the
payee) to collect the payments payable by me (us) when due from
my (our) account by means of a direct debit.

2. SEPA Direct Debit Mandate

I authorise (We authorise) (name of the payee) to collect
payments from my (our) account by means of direct debit. At the
same time I instruct my (we instruct our) bank to honour the direct
debits drawn by (name of the payee) on my (our) account.
Note: I (we) can demand that the amount debited be refunded
within eight weeks commencing with the date of debit. The terms
and conditions agreed with my (our) bank shall thereby apply.
(Name of the payee) shall inform me (us) of a collection using this
method prior to the first collection of a SEPA core direct debit.

Note: Please refer to § 3 of the Special Terms and Conditions for

SEPA Transactions for further elements of the mandate.
Version 1.0.0 | Status 27.03.2018

Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524 Page 4 of 4

Special Terms and Conditions for Online Transfers
§1 Scope of Application, Online Transfer Payment
Methods
(1) These Special Terms and Conditions for Online Transfers
(hereinafter "Special Terms and Conditions for Online
Transfers") shall apply to the Merchant's connection to the online
transfer payment methods Online Transfers by Wirecard
(hereinafter together also referred to as "Online Transfer Payment
Methods").
(2) The Special Terms and Conditions for Online Transfers apply in
addition to the General Terms and Conditions of Acceptance for
Distance Transactions ("General Terms and Conditions of
Acceptance"). References to §§ refer to the provisions of these
Special Terms and Conditions for Online Transfers, unless express
reference is made to the provisions of the General Terms and
Conditions of Acceptance or of other Special Terms and Conditions.
(3) Unless otherwise defined in these Special Terms and Conditions for
Online Transfers the terms used in these Special Terms and
Conditions for Online Transfers have the meanings defined in the
General Terms and Conditions of Acceptance.
(4) The Online Transfer Payment Methods are online payment
methods based on uniform standards protected by intellectual
property rights. Through the Online Transfer Payment Methods
online transfer orders (hereinafter "Online Transfers") of
customers (hereinafter "End Customers") are executed by banks
connected to the Online Transfer Payment Methods (hereinafter
referred to as "End Customer's Bank") for the purpose of payment
of goods or services which the End Customer orders from the
Merchant via the internet.
(5) Through the Online Transfer Payment Methods the Payee Account
details and the reference field details are automatically entered from
the Merchant's shop system into the End Customer's online banking
mask. In the event of positive authorisation, the Merchant receives
a system-generated confirmation from the End Customer's Bank
that the online transfer has been executed (hereinafter
"Confirmation of Execution"). The End Customer's Bank issues
a Confirmation of Execution only if the End Customer's account has
sufficient funds for the Online Transfer to be executed.
(6) In the case of giropay, attached to the Confirmation of Execution is
a payment guarantee of the respective End Customer's Bank
(acting as guarantor); the End Customer's Bank thereby irrevocably
confirms that the respective giropay payment can be executed and
cannot be cancelled again within the scope of these Special Terms
and Conditions for Online Transfers (hereinafter "giropay
Guarantee", for further details on this cf. § 4).
(7) The End Customers' Banks, with whom the Online Transfers have
been placed, shall provide the necessary identification process as
well as the transaction page or online input form to be completed by
the End Customer. On the other side, so-called "Acquirers"
(giropay), "Resellers" (SOFORT), Collecting Payment Service
Providers (iDEAL) and "Clearing Agents" (eps) (hereinafter together
referred to as "Acquirers") are connected to giropay, eps, iDEAL
and SOFORT and such Acquirers connect the Merchants to the
Online Transfer Payment Methods. Wirecard has been granted the
authority to connect Merchants to the Online Transfer Payment
Methods and to connect Wirecard's Processing Platform to the
Online Transfer Payment Methods on the basis of agreements with
undertakings, which operate the Online Transfer Payment Methods
(hereinafter "Operators") and through which Wirecard is connected
to the Online Transfer Payment Methods as an Acquirer.
§2 Subject Matter of the Agency Business
(1) The Merchant instructs Wirecard in accordance with this Contract
(contract of agency) to connect it to the agreed Online Transfer
Payment Methods in order to be able to accept Online Transfers as
payment for the goods and services purchased from it by the End
Customers via the Internet. Upon conclusion of this Contract
Wirecard grants the Merchant the non-exclusive, non-assignable
and non-sublicensable right to use specific interfaces of Wirecard's
Processing Platform to connect the Merchant to the agreed Online
Version 1.1.0 | Status 16.04.2018
Transfer Payment Methods (hereinafter "Connection Interfaces")
in exchange for payment by the Merchant. Such right is limited to
the term of the Contract and the purpose of the implementation of
this Contract.
(2) The following services within the Online Transfer Payment Methods
shall be rendered to the Merchant:
(a) Acceptance of transaction-related messages in the form of
End Customers’ data sets, according to which the End
Customer wishes to pay on the Merchant’s internet site by
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions
Online Transfers
selecting an Online Transfer Payment Method, via the
connection interface, and forwarding to the relevant provider;
(b) The prompt and complete forwarding of all responses by the
End Customer's Bank, which Wirecard has itself received
from the respective Operator, via the connection interfaces
to the Merchant.
In the case of the giropay Payment Method, the following services
c) to e) shall also be rendered:
(c) Immediate and complete receipt and forwarding to the
Merchant of all giropay Guarantees provided by the End
Customer's Bank relating to settled transactions;
(d) timely assertion of payment claims arising out of giropay
Guarantees against the End Customer's respective Bank if,
in accordance with the more detailed particulars of § 4:
(i) a payment sum which has been guaranteed is not
credited within five (5) Business Days since the date
of the transaction to the Merchant's giropay Payee
Account despite a giropay Guarantee having been
given by the End Customer's corresponding Bank
(hereinafter "Guarantee Case");
(ii) it cannot be proven that the cause of the Guarantee
Case is due to a fault of the Merchant or is connected
with the Merchant’s systems or processes; and
(iii) the Merchant has asserted the Guarantee Case
against Wirecard in a timely manner, and in any
event, within the time limits specified at §4 sub-clause
(3)(a).
(e) Matching the actual monies received on the Merchant's
giropay payee account against the giropay transactions
communicated to the Processing Platform (hereinafter
referred to as "Matching"). The Merchant acknowledges
that in order for Wirecard to carry out Matching accurately,
the reference number of the respective underlying giropay
transaction must be stated completely and correctly in the
reference field and the Merchant must notify Wirecard of the
reference number without undue delay and completely and
correctly via the Processing Platform.
§3 The Merchant's Obligations
The following obligations apply to the Merchant in addition to the
obligations that arise out of the General Terms and Conditions of
Acceptance:
(1) The Merchant undertakes to settle all payments by End Customers,
which have accrued using the agreed Online Transfer Payment
Methods, through Wirecard.
(2) The Merchant must ask End Customers for their bank sort code or,
as the case may be, IBAN and BIC and, to the extent necessary
pursuant to the respective Online Transfer Payment Method used,
for their account number. Asking for further authorisation details (in
particular PIN, TAN, HBCI data records) is not permitted.
(3) The Merchant undertakes to comply with all of Wirecard's and, as
the case may be, the Operators’ further general process
requirements, which shall be binding only if Wirecard has provided
the Merchant with them in writing or by the electronic method
agreed in the Contract.
(4) This particularly applies to specific requirements of the Operators
with regard to integration of the Online Transfer Payment Methods
(into the Merchant's system (e.g. by using logos), particularly on the
Merchant's homepage as well as with regard to any additional
security precautions as required by the Operators from time to time.
(5) The Merchant undertakes to offer its customers the Online Transfer
Payment Methods only in such a way that payments can be made
through all of the End Customer's banks connected to the
respective Online Transfer Payment Method. The Merchant must
not exclude any of the End Customer's Banks unless specific
process requirements of Wirecard or of the Operators expressly
stipulate otherwise.
(6) The Merchant undertakes to offer and sell its goods and/or services
to those End Customers, who wish to pay by means of an Online
Transfer Payment Method, for the same price and upon the same
terms and conditions as for customers wishing to use another
payment method. The Merchant shall in particular but without
limitation not charge any additional charges, not demand any
security and not place End Customers in a worse position in any
way than other customers ("No Surcharge Principle") unless any
such surcharges are applied in accordance with applicable laws and
regulations in the jurisdiction in which the Merchant is based. The
Merchant's right to offer a discount for using a particular payment
authentication instrument (e.g. a particular payment card) shall
otherwise remain unaffected by the provisions of this sub-clause
3.5.
Page 1 of 4

(7) Payments by means of Online Transfer Payment Methods may be
accepted solely for the purposes of paying for goods/services of the
Merchant that have already been provided or which are yet to be
provided and on the basis of a direct contractual relationship with
the End Customer.
(8) The Merchant must accept payments using the Online Transfer
Payment Methods solely for goods and/or services:
(a) which are provided for its own account and not on behalf of
third parties;
(b) are delivered or provided in the course of the Merchant's
ordinary course of business stated in the Contract;
(c) are not contained in the list set out in § 3 sub-clause (8);
(d) are not contained in the list set out in § 6 sub-clause (9) of
the General Terms and Conditions of Acceptance unless the
prerequisites required for this, which are also stipulated in §
6 sub-clause (9) of the General Terms and Conditions of
Acceptance, are met.
(9) The Merchant guarantees that the Online Transfer Payment
Methods have not and shall not be offered or used as a payment
method for any of the following goods or services:
(a) Any goods or services, which are illegal or the advertising,
offering or distribution of which is illegal, or which are offered
in connection with illegal obscene or pornographic content;
(b) Any goods or services, the advertising, offering or
distribution of which would infringe copyrights or industrial
property rights or other rights of third parties (e.g. a person's
right to his/her own image, rights to use a name and rights
of personality);
(c) Any goods or services, which comprise potentially offensive
content or content of a sexual or violent nature;
(d) Archaeological finds;
(e) Drugs, narcotics and substances which change one's
awareness;
(f) Goods which are subject to a trade embargo;
(g) Media that is harmful to young persons insofar as the
corresponding offering breaches applicable law in particular
but without limitation the rules and regulations for the
protection of young persons;
(h) Body parts and the mortal remains of humans;
(i) Political propaganda and/or articles or publications of a
terrorist nature; or
(j) Protected animals and protected plants.
(10) Wirecard shall be entitled to terminate the Contract without notice
in accordance with §12 sub-clause (7) of the General Terms and
Conditions of Acceptance if the Merchant, acting fraudulently or
otherwise, breaches any of its obligations under this § 3 sub-clause
(8).
§4 Prerequisites for Performance, giropay Guarantee, No
Guarantee with other Online Transfer Payment
Methods
(1) Prerequisites for Performance
(2) Wirecard is only obliged to fulfil its obligations stipulated in § 2 sub-
clause (2) (a) to (e) if the Merchant has complied with its obligations
under § 3 above, under § 6 sub-clauses (8) to sub-clause (17) of
the General Terms and Conditions of Acceptance as well as under
§ 7 of the General Terms and Conditions of Acceptance.
(3) giropay-Guarantee
(a) In the case of giropay the Confirmation of Execution has the
giropay Guarantee attached. When the giropay Guarantee is
given, the End Customer's Bank declares a payment
guarantee in favour of the Merchant, which is limited in time
to a period of six (6) weeks following the date of the
transaction, pursuant to which the amount to be transferred,
which is guaranteed by the giropay Guarantee, will be paid.
Wirecard forwards the giropay Guarantee (as attached to the
Confirmation of Execution) to the Merchant and does so as
a messenger of the End Customer's Bank. For the avoidance
of doubt, Wirecard does not give the Merchant any
declaration of guarantee of its own and also does not assign
any of its own claims against the End Customer's Banks to
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the Merchant. Wirecard accepts no liability for performance
of the giropay Guarantee by the End Customer's Banks.
(b) The giropay Guarantee is in any event limited to a sum of
€ 10,000.00 (ten thousand euros) per giropay Guarantee,
even if the respective transfer order is stipulated as being for
a higher sum.
(4) The Processing of Guarantee Cases at giropay
(a) The Merchant must notify Wirecard no earlier than five (5)
Business Days and no later than six (6) weeks following the
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions
Online Transfers
date of the transaction, by letter or e-mail that the guaranteed
payment sum has not been credited to the Merchant's
account and that therefore a Guarantee Case has occurred.
Wirecard is only obliged to assert the payment claim arising
out of the giropay Guarantee on behalf of the Merchant if the
Merchant provides notice to Wirecard within the stipulated
time limits.
(b) If the circumstances mentioned in § 4 sub-clauses (1), (2)
and (3)(a) are not met and the Merchant nevertheless
asserts a Guarantee Case against Wirecard, the Merchant
must pay Wirecard’s reasonable costs incurred in handling
and investigating the Guarantee Case.
(5) No Guarantee with other Online Transfer Payment Methods
(6) The Parties agree and the Merchant acknowledges that in the case
of payments effected through eps, iDEAL or SOFORT, payment
guarantees by the End Customer's Bank will not be forwarded,
whether offered by the End Customer’s Bank or otherwise.
Wirecard does not provide the Merchant with any guarantee.
§5 Banking, Credits and Payment Out
(1) Banking with other Online Transfer Payment Methods
(a) The Merchant expressly declares that it is in agreement that
payments with the Online Transfer Payment Methods are
settled through a collective presentment account kept at
Wirecard (hereinafter referred to as "Collective
Presentment Account").
(b) If settlement of the Online Transfer Payment Methods is to
be effected via the Collective Presentment Account the
sums, which Wirecard receives from successfully settled
transactions under the Online Transfer Payment Methods
shall first be credited to the Collective Presentment Account
and shall then be transferred to the Merchant's Drawing
Account within the settlement period agreed with the
Merchant less the charges, expenses and other deductions
owed by the Merchant. In all other respects the provisions of
§ 10 of the General Terms and Conditions of Acceptance
shall apply to the crediting and payment out of the transfer
sums as well as to the statements in this regard.
§6 Charges, Billing
In addition to § 9 of the General Terms and Conditions of
Acceptance the following provisions shall apply to the charges and
expenses, to which Wirecard is entitled in return for the services
under these Special Terms and Conditions for Online Transfers.
(1) The calculation of the percentage remuneration components laid
down in the Online Application shall be based on the respective
amount of an Online Transfer. The basis for the percentage
remuneration components agreed are the average transaction
amount per month stated by the Merchant when the Contract was
concluded or when a change was agreed (total value of all
transactions in proportion to the number of transactions) and the
average total transaction volume per month.
(2) Wirecard shall be entitled to offset the charges, expenses and other
deductions to which it is entitled under this Contract pursuant to
§ 10 sub-clause (1) of the General Terms and Conditions of
Acceptance against the payment sums to be paid out to the
Merchant under these Special Terms and Conditions for Online
Transfers. If the Merchant does not process the Online Transfer
Payment Methods via accounts at Wirecard, Wirecard shall invoice
the Merchant for the charges and expenses on a monthly basis and
said charges and expenses shall be due for payment within ten (10)
days following receipt of the invoice unless otherwise agreed
between the Parties (e.g. direct debit from another account held by
the Merchant at another bank).
(3) The charges, expenses and other deductions shall be billed by e-
mail or via the Online Tool. §10 sub-clause (4) to sub-clause (6) of
the General Terms and Conditions of Acceptance apply.
§7 Trade Mark Rights, Notice regarding Acceptance
(1) Upon conclusion of the Contract Wirecard grants the Merchant the
non-exclusive, non-assignable, non-sublicensable right to use the
trade marks of the agreed Online Transfer Payment Methods
"giropay, eps, iDEAL and SOFORT" respectively) (together referred
to as the "Trade Marks of the Online Transfer Payment
Methods"), for the duration of the Contract only. The Merchant shall
be entitled to use the Trade Marks of the Online Transfer Payment
Methods in their unaltered form only for the purposes of
implementing this Contract and only in accordance with the
provisions of this Contract and in accordance with the Brand Book
Page 2 of 4

(together with its schedules) (to the extent applicable), with which
the Merchant shall be provided separately.
(2) The Merchant shall notify Wirecard in writing and without undue
delay of every infringement of the Trade Marks of the Online
Payment Methods, as soon as it becomes aware.
(3) If the Merchant fails to comply with or inadequately complies with
the obligations to use the Trade Marks of the Online Transfer
Payment Methods governed under § 7 sub-clause (1) (including the
Brand Book) and does not remedy the breach of contract (and any
consequences flowing from that breach) within a period of seven (7)
days following receipt of a written warning from Wirecard via the
Online Tool, Wirecard shall be entitled to block the Merchant's
access to or connection with the Online Transfer Payment Method
affected by the breach of contract for as long as the breach and the
consequences of the breach continue without being remedied. If the
Merchant has not remedied the breach of contract and the
consequences of the breach of contract within a deadline of
fourteen (14) days following receipt of such a warning notice
Wirecard shall be entitled to terminate this Contract without notice.
This shall be without prejudice to any further-reaching rights of
Wirecard.
(4) If the Merchant is sued by a third party because of the infringement
of third-party rights due to the use of a Trade Mark of the Online
Transfer Payment Methods, it must notify Wirecard in full and
without undue delay. Wirecard shall, to the extent possible and
reasonable, take defensive action against such claims on behalf of
the Merchant, who shall provide reasonable support to Wirecard as
required.
(5) The Merchant undertakes to display the Trade Marks of the agreed
Online Transfer Payment Methods clearly on its Internet page and
in offerings.
(6) Any additional provisions on the use of logos, trademarks and
distinctive signs in the General Terms and Conditions of
Acceptance and other Special Terms and Conditions shall remain
unaffected.
(7) Upon termination or expiry of the Contract the Merchant must
remove any and all Trade Marks of the Online Transfer Payment
Methods as well as any references and links to the Online Transfer
Payment Methods from its websites and from any other place
without undue delay.
§8 Liability, Availability of the Online Transfer Payment
Methods
The following shall apply in addition to the liability provisions in § 4
of the General Terms and Conditions of Acceptance:
(1) Wirecard's liability in the case of a breach of a material contractual
obligation within the meaning of § 4 sub-clause (1) of the General
Terms and Conditions of Acceptance shall, in the event of ordinary
negligence and in derogation from § 4 sub-clause (2) and sub-
clause (9) of the General Terms and Conditions of Acceptance, be
limited to EUR 5,000.00 (five thousand euros) per Online Transfer.
The same shall apply mutandis mutatis to Wirecard's liability for
third party service providers acting on behalf of the Merchant.
(2) The Merchant recognises that with the Online Transfer Payment
Methods the transaction processing time and response times
depend on, inter alia, the line connection chosen, the transmission
rate, the availability of the data transmission network of the
telecommunications service provider, the availability of the systems
of the respective Operator and/or of the End Customers' Banks.
(3) Wirecard has the right to restrict the availability of the Connection
Interfaces temporarily, either in whole or in part, to a customary and
reasonable extent if important reasons make such a restriction
necessary – such important reasons include, inter alia, but without
limitation maintenance work, adaptations, changes and additions to
the software applications underlying the Connection Interfaces,
measures to locate and rectify malfunctions as well as restrictions
due to specific risks of fraudulent use. Such interruptions and
interference with the availability of the Connection Interfaces shall
be deemed to be in accordance with the Contract.
(4) Wirecard shall not be liable for any restrictions and/or disruption in
the availability of the Online Transfer Payment Methods that occur
Version 1.1.0 | Status 16.04.2018
due to telecommunications or Internet provision when connecting to
the System Platform of Wirecard, of the Operator and/or of the End
Customers' Banks (for example as a consequence of all the lines
being busy).
(5) Wirecard shall likewise not be liable for restrictions, disruptions
and/or faults with the Online Transfer Payment Method, for which
neither Wirecard nor its vicarious agents are responsible. For the
avoidance of doubt, neither the respective Operators nor the End
Customers' Banks nor the telecommunications companies and
internet providers are acting on behalf of Wirecard.
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions
Online Transfers
(6) The Merchant acknowledges that the Online Transfer Payment
Methods merely create a method through which the Merchant's End
Customers have the possibility of issuing Online Transfer orders to
their bank (End Customer's Bank). The carrying out of the Online
Transfer by the End Customer's Bank and any possibility of the End
Customer to, as the case may be, revoke the Online Transfer given
to his/her bank shall depend solely on the terms and conditions of
the respective End Customer's Bank. The Merchant further
acknowledges and accepts that Wirecard cannot influence this.
(7) Wirecard does not give any guarantee that the Merchant's End
Customers can make a payment from their respective bank account
via an Online Transfer Payment Method or that it will in future still
be possible to instruct End Customers' Banks, where it is currently
possible to instruct transfers via the Online Transfer Payment
Methods.
§9 Confidentiality, Data Protection
The following shall apply in addition to the provisions under § 2 (16)
to (22) on Confidentialty and Data Protecion together with Appendix
1 of the General Terms and Conditions of Acceptance:
The Merchant acknowledges and agrees that Wirecard is entitled to
grant the Operators of the agreed Online Transfer Payment
Methods the right to list the Merchant with its name and address in
published directories of merchants who accept the Online Transfer
Payment Method, and the Merchant agrees that Wirecard shall be
entitled to transfer the name and address of the Merchant to such
Operators for the purpose described.
§ 10 Termination
(1) Irrespective of the other rights of termination that exist under this
Contract Wirecard shall be entitled to a special right of termination
without notice if one or more of the contracts between Wirecard and
the Operator of the respective Online Transfer Payment Method,
which is or are a prerequisite for the rendering of services by
Wirecard under these Special Terms and Conditions for Online
Transfers, is/are terminated or the Operator of an Online Transfer
Payment Method refuses to allow the Merchant or individual online
shops of the Merchant to participate in the Online Transfer Payment
Method. For the avoidance of doubt it is stated that under this sub-
clause (1) Wirecard is also entitled to correspondingly partially
terminate the Contract.
(2) In addition to §12 sub-clause (8) of the General Terms and
Conditions an extraordinary right of termination without notice shall
exist in favour of Wirecard if the Merchant
(a) presents not only sales from its own business operations, but
also sales of third parties (so-called "third party processing")
to Wirecard;
(b) fails to draw the End Customer's attention to its general
terms and conditions of business in a manner that is clearly
visible;
(c) fails to clearly draw attention on its Internet page to the Trade
Marks of the agreed Online Transfer Payment Methods;
(d) fails to present Online Transfer Payment Method
transactions to Wirecard for processing in accordance with
the agreed Online Transfer Payment Methods within three
(3) months after the entry into force of the Contract; or
(e) does not present any, or only minimal transactions (in terms
of the number of transactions and volume of transactions)
within the scope of the Online Transfer Payment Methods to
Wirecard for a period of three (3) months. Numbers of
transactions and sales are minimal if the actual number of
transactions or the actual sales fall short of the Merchant's
forecast figures (merchant configuration) by more than 75 %;
or
(f) if § 11 is applicable to the Merchant - breaches one of the
obligations pursuant to § 11 sub-clause (1) through (3).
§ 11 Additional provisions which only apply to a Merchant
offering its End Customers the TrustPay payment
methods
(1) The Merchant must not have been established under the laws of
one of the following countries, and must not have its registered
offices there: Angola, Ethiopia, Burma, Democratic Peoples’
Republic of Korea, Ivory Coast, Eritrea, Guinea, Haiti, Iran, Iraq,
Yemen, Qatar, Congo, Lebanon, Liberia, Libya, Morocco, Moldova,
Nepal, Nigeria, Pakistan, Paraguay, São Tomé and Príncipe, Sierra
Leone, Somalia, Sudan, Syria, Trinidad and Tobago, Turkmenistan,
Zimbabwe, Belarus.
(2) The Merchant, its officers, shareholders or other economic owners
must not be listed in the consolidated list published by the European
Page 3 of 4
 Special Terms and Conditions
Online Transfers

Commission and the European External Action Service as a person,
group or organisation to whom the financial sanctions of the
European Union apply.
(3) The Merchant is not permitted to offer:
(a) weapons or weapon accessories (e.g. guns, parts of guns,
ammunition or knifes);
(b) financial products which operate as Ponzi schemes (a type
of pyramid scheme);
(c) goods or services if the promotion, offering or sale infringes
upon copyrights, industrial property rights or other third-party
rights (e.g. the right to one’s own image, name rights and
privacy rights);
(d) illegal drugs or drug utensils; or
(e) antiques or historic reproductions.
(4) The Merchant must inform the End Customers on its website in a
clear and comprehensible manner of the rules governing the
reimbursement of costs.
(5) The Merchant has to provide the End Customers with a confirmation
of the effected payment when the payment process via Trust Pay
has been finalised.
(6) The Merchant undertakes to furnish its website with a link to the
Trust Pay a.s websites (hereinafter referred to as “Trust Pay
Operator”).
(7) The Merchant agrees that the Trust Pay Operator may use
Merchant data, e.g. its logo/brand for reference purposes on its
websites and/or in its information material. The Merchant may
revoke this consent at any time.
(8) The Merchant must grant the Trust Pay Operator access to its
website via manual or automated procedures, in order for the Trust
Pay Operator to be able to verify whether the Merchant’s offers
comply with the contractual requirements.
(9) Notwithstanding § 2 sub-clause (5) of the General Terms and
Conditions of Acceptance, Wirecard shall have the right, subject to
its reasonable discretion to modify or amend the provisions in § 11
sub-clauses (1) through (8), with immediate effect upon written
notice to the Merchant if Wirecard is of the opinion that such
modifications and/or amendments are necessary or expedient due
to fraudulent practices, or if such modifications and/or amendments
become necessary due to requirements issued by the Trust Pay
Operator.
their PIN or password. The End Customer must accept the payment
amount and the delivery address by clicking the button "Confirm
Payment". After the End Customer receives a payment confirmation
in Pingit, they will be logged out from their Pingit application and
redirected to the Merchant´s website.
(3) The Merchant shall use the "Merchant Button" as well as comply
with all requirements provided by VocaLink Limited, as the provider
of the Pay by Bank app payment method. Wirecard shall provide
the Merchant with a copy of these requirements on request.
(4) The Merchant shall adhere to, and resolve any disputes regarding
Transactions made using the Pay by Bank App payment method in
accordance with the "Zapp Consumer Disputes process". Wirecard
shall provide the Merchant with a copy of the Zapp Consumer
Disputes process on request.
(5) The Merchant shall comply with the "Brand Standards" and "User
Experience Document" of VocaLink Limited. Wirecard shall provide
the Merchant with a copy of these documents on request.
(6) The Merchant shall send fully itemised receipts to the End
Customers after a payment using the Pay by Bank app payment
method.
(7) The Merchant is entitled to use the Zapp Marks in accordance with
the requirements of the Trade Mark Licence Agreement entered into
between Wirecard and Vocalink Limited and as defined in that
agreement. Wirecard shall provide the Merchant with a copy of this
agreement on request.
(8) The Merchant shall provide written proof of its compliance with its
obligations under sub-clauses in § 12(3) to § 12(7) on request of
Wirecard.

§ 12 Additional provisions which only apply to a Merchant

offering its End Customers the Pay by Bank app
payment method
(1) The following provisions in this clause § 12 shall apply where the
Merchant accepts payments using the Pay by Bank app payment
method.
(2) During the payment process the End Customer must click the "Pay
by Bank app Button". The application "Pingit" opens on the End
Customer's mobile phone or tablet for the End Customer to type in
Version 1.1.0 | Status 16.04.2018

Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524 Page 4 of 4
Special Terms and Conditions for e-Wallets in Distance Sales Transactions
§1 Scope of Application
(1) These Special Terms and Conditions for e-Wallets in Distance Sales Transactions (hereinafter "Special Terms and Conditions for e-Wallets
in Distance Sales Transactions") shall apply to the execution of payment services by Wirecard on behalf of merchants, who wish to offer their
customers the possibility of paying for goods and services purchased from them in distance sales transactions (ordering goods and services on
the Internet, by post, phone or by fax; hereinafter referred to as "Distance Sales Transactions") by using e-money products (hereinafter “e-
Wallet” or together, “e-Wallets”) of e-wallet providers agreed in the Online Application(hereinafter "e-Wallet Providers”).
(2) The Special Terms and Conditions for e-Wallets in Distance Sales Transactions apply in addition to the General Terms and Conditions of
Acceptance in Distance Transactions ("General Terms and Conditions of Acceptance"). In addition to complying with the provisions of the
Contract, the Merchant also undertakes to comply with any e-wallet terms and conditions of the respective e-Wallet Provider (hereinafter referred
to as "e-Wallet Provider Terms and Conditions"), which regulate the use and/or acceptance of the respective e-Wallet. Wirecard shall provide
the Merchant with the respective e-Wallet Provider Terms and Conditions as well as any product descriptions upon request or provide access
thereto.
(3) Unless otherwise defined in these Special Terms and Conditions for e-Wallets in Distance Sales Transactions the terms used in these Special
Terms and Conditions for e-Wallets in Distance Sales Transactions have the meanings defined in the General Terms and Conditions of
Acceptance. References to §§ refer to the provisions of these Special Terms and Conditions for e-Wallets in Distance Sales Transactions, unless
express reference is made to the provisions in the General Terms and Conditions of Acceptance or in other Special Terms and Conditions.
(4) If the Merchant holds accounts with Wirecard for the purposes of processing payments through e-Wallets under this Contract, special account
terms and conditions shall apply between Wirecard and the Merchant for the setting up and use of such accounts, which terms and conditions
shall be agreed in addition to this Contract when the accounts are opened.

§2 Risk Warnings
(1) Wirecard draws attention to the fact that the acceptance of payments through e-Wallets in Distance Sales Transactions involves an extra high
risk of fraudulent use as there is no personal contact with the customer and so therefore the customer cannot be identified in the same way as
in e.g. face-to-face transactions. The Merchant should therefore only accept payments by e-Wallet if all of the customary measures for preventing
fraudulent use are observed. Regardless of whether these measures are observed, there remains an increased risk of payment defaults
compared with face-to-face transactions. This is particularly attributable to the risk of chargeback mentioned in § 2 sub-clause (2) (hereinafter
referred to as "Risk of Chargeback"). In this regard the greatest responsibility lies with the Merchant because it is the Merchant who has direct
contact with the customer and can in each case decide whether, depending on the circumstances of the purchase order, it can accept payments
by e-Wallet despite the risk of fraudulent use.
(2) Wirecard advises that an e-Wallet Provider may reserve the right to apply a so-called "chargeback", i.e. the right to return a payment that has
been made through the respective e-Wallet (hereinafter referred to as "Chargeback"). Such a Chargeback may occur when a customer of the
Merchant denies having given the instruction to execute a payment via the respective e-Wallet (hereinafter referred to as "Disputed Case")
and/or to correspondingly debit his e-Wallet account (hereinafter referred to as "e-Wallet Customer Account"). In the event of a Chargeback
Wirecard may be obliged in accordance with the agreements between it and the e-Wallet Provider to repay the relevant amount to the e-Wallet
Provider even in circumstances where the Disputed Case appears to be unjustified or where the Merchant is able to submit evidence of the
purchaser’s identity. The prerequisites for and legal consequences of Chargebacks are set out in § 9.

§3 Subject Matter of the Agreement

(1) Under the terms of this Contract the Merchant is instructing Wirecard to process the transactions presented and initiated through the respective
e-Wallet (each an “e-Wallet Transaction” and together the "e-Wallet Transaction Turnover") and to pay out the e-Wallet Transaction Turnover
to the Merchant provided that Wirecard has received the e-Wallet Transaction Turnover from the corresponding e-Wallet Provider or from the
service provider acting as an intermediary for the respective e-Wallet.
(2) The e-Wallets agreed in accordance with the Online Application are accepted by the Merchant as a means of cashless payment to pay for the
goods and services it offers.

§4 Prerequisites for the Acceptance of e-Wallets

(1) The Merchant may allow goods and services to be paid for by e-Wallets in general or in individual cases in accordance with this Contract. The
Merchant will not accept payment by e-Wallets if there is cause to believe that there is a case of fraudulent use.
(2) If the Merchant accepts an e-Wallet it undertakes to offer to sell its goods and or services to its customers by means of payment via the e-Wallet
for the same prices and upon the same terms as are applicable to customers wishing to use a different payment method unless any such
surcharges are applied in accordance with applicable laws and regulations in the jurisdiction in which the Merchant is based. The Merchant's
right to offer a discount for using a particular payment instrument (e.g. online transfer) shall remain unaffected.
(3) The Merchant is not authorised to accept e-Wallets as a means for the repayment of a loan or a cash payment previously granted by the Merchant.
(4) The acceptance of the e-Wallet and the collection of the payment details may only be used for the purpose of paying for goods and services of
the Merchant on the basis of a direct contractual relationship with the customer. The Merchant is not authorised to accept e-Wallets as a means
of payment for goods or services:
(a) that fall under § 6 sub-clause (30) of the General Terms and Conditions of Business;
(b) which are not part of the Merchant's ordinary course of business stated in the Online Application;
(c) which are prohibited, illegal or immoral under the law governing the Merchant, the customer or the Merchant's goods/services, this
particularly applies to goods/services in connection with gambling; or
(d) which include, or are associated with, instructions on how to produce weapons, bombs or other explosive devices.
(5) e-Wallets may not be accepted to settle a non-collectable debt or to pay for a cheque that is not covered.
(6) If the customer provides contradictory or incorrect details to the Merchant in connection with the placement of the order or the collection of
payment details the Merchant may not accept the e-Wallet as a payment method. This also applies in the event that the order itself is unusual
(e.g. because the same customer orders more than five (5) identical goods and/or services on two consecutive days or in aggregate in several
orders or uses more than one e-Wallet or the security features allocated thereto) or there are other reasons for suspecting that the e-Wallet or
the payment details are being used fraudulently.
(7) Irrespective of § 2 sub-clause (4) of the General Terms and Conditions of Acceptance Wirecard shall be entitled to amend or supplement the
provisions of § 4 sub-clause (1) to sub-clause (5) with immediate effect by written notice to the Merchant if Wirecard considers such amendments
to be necessary or expedient due to the risk of fraudulent practices or such amendments become necessary because of requirements of the e-
Wallet Provider or the intermediary service provider, through whom Wirecard procures the right to settle e-money transactions via the respective
e-Wallet.

§5 Presentment of e-Wallet Transaction Turnover, Credits to the Customer

(1) The Merchant is entitled to present to Wirecard all claims for payment due from customers which have been created and accepted through the
use of an e-Wallet for settlement and to settle those claims for payment through Wirecard. The Merchant is not prevented from entering into
 contracts with other payment service providers for the acceptance of the e-Wallets agreed in this Contract unless the Merchant has expressly
undertaken in the Online Application to work together with Wirecard exclusively.
(2) All e-Wallet Transaction Turnover must be processed fully and solely via the Processing Platform in accordance with § 6 sub-clauses (10) et seq.
of the General Terms and Conditions of Acceptance.
(3) Prior to forwarding the respective e-Wallet Transaction to Wirecard the Merchant shall electronically record:
(a) the customer's name and address;
(b) the date of the transaction;
(c) the invoiced amount; and
(d) any other details necessary resulting from the technical specifications relating to the respective e-Wallet (hereinafter referred to as "e-
Wallet Specifications") which Wirecard shall provide to the Merchant upon request
(4) The data in this § 5 sub-clauses (3)(a)-(d) is together referred to as "Transaction Data". Subject to this § 5 sub-clause (4), the Merchant shall
present the Transaction Data to Wirecard in full and in a readable format via the Processing Platform every time an e-Wallet Transacton is
presented in accordance with the respective e-Wallet Specifications. The Merchant shall also document and maintain records of the Transaction
Data in accordance with the provisions of § 8 of the General Terms and Conditions of Acceptance.
(5) The Merchant must only transmit the information stipulated under this § 5 sub-clause (3)(a) upon request by Wirecard.
(6) The Merchant shall only present e-Wallet Transactions for settlement where there is no suspicion of fraudulent use in accordance with § 4 sub-
clause (1) or where the e-Wallet Transaction does not fall within the circumstances envisaged in sub-clause (3) to (6).
(7) After completing an e-Wallet Transaction the Merchant must provide the customer with a transaction receipt in writing or electronically. The
receipt must include a clear transaction ID and the Merchant's internet address as well as any other details as required by applicable regulations.
(8) The Merchant must ensure that it has in place and that it maintains the necessary Prerequisites for Connection for connecting to the Processing
Platform in accordance with § 6 sub-clauses (11) et seq. of the General Terms and Conditions of Acceptance and in accordance with the
respective e-Wallet Specifications. The Merchant agrees and accepts that fulfilment of the Prerequisites for Connection by the Merchant is a
prerequisite for Wirecard to be able to render its services under this Contract properly.
(9) The Merchant may give refunds arising out of e-Wallet Transaction Turnover (hereinafter "Credits") - insofar as the respective e-Wallet allows
credits - only if the original e-Wallet Transaction is cancelled. If the e-Wallet Transaction has not yet been presented to Wirecard the Merchant
must cancel the authorisation request using the Online Tool (cf. § 3 of the General Terms and Conditions of Acceptance). The Merchant must
reverse any Credits arising out of cancelled transactions by crediting funds back to the e-Wallet Customer Account. Where cancelled transactions
have already been presented for settlement exclusively via Wirecard, the respective Credit to the e-Wallet Customer Account must be initiated
by the Merchant via Wirecard. In that case Wirecard shall refund the e-Wallet Transaction. The Merchant may give Credits by using the Online
Tool. The Credit must be an electronic credit and in the amount of the previously executed e-Wallet Transaction. In addition the Merchant must
issue an electronic record which includes the relevant customer data (hereinafter "e-Wallet Customer Data") and the amount of the Credit. This
record must be made available to the customer using the agreed method of communication (e.g. by e-mail). The Merchant must present the
Credit to Wirecard within two (2) Business Days (cf. § 2 sub-clause (30) the General Terms and Conditions of Acceptance) of having cancelled
the e-Wallet Transaction.
(10) The Merchant further undertakes to comply with the respective e-Wallet Specifications and to comply with the applicable general procedural
requirements and, in particular, the technical, procedural and security requirements as well as other requirements that are to be observed when
using and accepting e-Wallets. Wirecard shall notify the Merchant of the requirements through the Online Tool. The Merchant must also provide
evidence of their compliance with the requirements in an appropriate manner to Wirecard upon request. The Merchant shall register for the
respective e-Wallet if this is necessary pursuant to the respective e-Wallet Provider Terms and Conditions.
(11) The Merchant shall present an e-Wallet Transaction to Wirecard for settlement only once. If the Merchant has concluded agency contracts with
other payment service providers, which are similar to this Contract, the Merchant may only ever present the respective e-Wallet Transaction to
one e-Wallet Provider for settlement (hereinafter "Prohibition of Multiple Presentments"). Upon request, the Merchant must provide to Wirecard
written evidence which demonstrates that the relevant e-Wallet Transaction was based on a legal transaction with the customer as permitted
under this Contract and that it was in the corresponding amount.
(12) The Merchant may not present an e-Wallet Transaction until the goods or services underlying the e-Wallet Transaction have been delivered or
provided to the customer or the agreed recipient of the goods/services, or the customer has agreed to an advance debit or a recurring debit on
his e-Wallet Customer Account or has placed a corresponding payment order. Upon request by Wirecard, the Merchant must evidence that the
prerequisites have been met.
(13) The Merchant undertakes to Wirecard that it will not consent to any cancellation of the payment by the customer in relation to the e-Wallet
Provider after the payment has been authorised and that it will refrain from doing anything which would allow the customer to have such a right
of cancellation.
(14) Irrespective of § 2 sub-clause (4) of the General Terms and Conditions of Acceptance Wirecard shall be entitled to amend or supplement the
provisions of § 5 sub-clause (2) to sub-clause (11) with immediate effect by written notice to the Merchant if Wirecard considers such amendments
to be necessary or expedient due to the risk of fraudulent practices or because such amendments become necessary due to the requirements
of the e-Wallet Provider or the intermediary service provider, through whom Wirecard procures the right to settle e-money transactions via the
respective e-Wallet.

§6 Authorisation of e-Wallet Transactions

(1) Every e-Wallet Transaction requires online authorisation by the respective e-Wallet Provider (hereinafter referred to as "Online Authorisation").
Wirecard shall transmit the Online Authorisation to the Merchant.
(2) Transmission of the Online Authorisation from Wirecard to the Merchant does not imply any promise by Wirecard to honour the e-Wallet
Transaction and Wirecard shall remain entitled to make a Chargeback in accordance with § 9.
(3) The Online Authorisation is issued or rejected automatically; in the event of a rejection, an error notification is transmitted to the Merchant.
(4) It is not possible to settle e-Wallet Transaction Turnover if there is a disruption in the online transmission of the Online Authorisation or some
other operational disruption. No manual or other settlement method is permitted.

§7 Payout, Assignment of Claims

(1) The provisions of § 10 of the General Terms and Conditions of Acceptance shall apply to the payout and settlement of the payment sums resulting
from the e-Wallet Transaction Turnover.
(2) The payout amount shall in each case be the amount resulting from the e-Wallet Transaction Turnover made available to the Merchant by
Wirecard less:
(a) the Holdback (§ 11) for the payout period concerned;
(b) as the case may be Chargebacks within the meaning of § 9 that have accrued up until the time of payout;
(c) charges and expenses owed to Wirecard under the provisions of this Contract; and
(d) as the case may be, any other items for deduction within the meaning of § 10 sub-clause (1) of the General Terms and Conditions of
Acceptance.
(3) Wirecard shall be entitled to offset the charges, expenses and other deductions to which it is entitled under this Contract pursuant to § 10 sub-
clause (1) of the General Terms and Conditions of Acceptance against the payment sums to be paid out to the Merchant under these Special
Terms and Conditions for e-Wallets in Distance Sales Transactions.
(4) The Merchant hereby assigns all of its claims against the customer in connection with the sale of goods and services and which have been
created by use of the e-Wallet (claims arising out of the underlying transaction) as well as any claims against the e-Wallet Provider in connection
 with use of the e-Wallet, to Wirecard, who accepts the assignment. The assignment shall in each case become effective from the date that
Wirecard is presented with the e-Wallet Transaction. The provisions of § 9 shall remain unaffected.

§8 Fees and Reimbursement of Expenses

(1) In addition to § 9 of the General Terms and Conditions of Acceptance the following provisions shall apply to the charges and expenses, to which
Wirecard is entitled in return for the services under these Special Terms and Conditions for e-Wallets in Distance Sales Transactions.
(2) Wirecard shall charge the Merchant any special charges demanded by e-Wallet Providers or intermediary service providers, e.g. for registration
in special vendor programmes, which it has had to pay in connection with the provisions of its services to the Merchant under the Contract.
(3) The discount/disagio set out in the Online Tool is based on the total value of all transactions (transaction volume) per month as well as the
average transaction amount per month (total value of all transactions in relation to the number of transactions) as stated by the Merchant at
conclusion of the Contract (or as and when a change comes into effect). The discount/disagio shall in each case be charged on the e-Wallet
Transaction's final invoice amount.
(4) In addition to the expenses set out under § 9 sub-clause (6) of the General Terms and Conditions of Acceptance expenses shall without limitation
also include all penalties, Chargebacks or other charges by the e-Wallet Providers or the intermediary service providers imposed by them on
Wirecard either directly or indirectly to the extent that such penalties, Chargebacks or other charges were caused by the Merchant's e-Wallet
Transaction or any act and/or omission of the Merchant and were charged on the basis of the e-Wallet Provider Terms and Conditions (§ 1 sub-
clause (2).
(5) The charges, special charges and expenses shall be billed by e-mail or through the Online Tool. § 10 sub-clause (4) to (6) of the General Terms
and Conditions of Acceptance apply.

§9 Chargebacks
(1) The Merchant must refund Wirecard the payment sums it has received from Wirecard to the extent that the payment sums are charged back to
Wirecard. In addition Wirecard may offset claims for a refund under sentence 1 against its own payment obligations towards the Merchant under
the Contract and any other banking relationship with the Merchant. Any such refund/set-off is effected in addition to the charges that accrue for
a refund/set-off.
(2) The provisions of this § 9 shall continue to apply for a further period of eighteen (18) months following termination of this Contract. Wirecard's
rights to impose Chargebacks on the Merchant are not limited by either Wirecard's transmission of the Online Authorisation (§ 6 sub-clause (1)).
(3) In the event of any Chargeback under this § 9 Wirecard shall reassign the Merchant's claim against the customer underlying the Chargeback
and any associated claims of the Merchant against the e-Wallet Provider back to the Merchant (cf. § 7 sub-clause (4)) in circumstances where
Wirecard, acting reasonably, is satisfied that the Merchant has a corresponding claim for a refund. The Merchant hereby accepts such
reassignment. The Merchant does not have any right to a refund of the service charge which accrued for the relevant e-Wallet Transaction.

§ 10 Liability, Reimbursement of Expenses, Preclusion of Objections

(1) The liability of each of the parties under this Contract is governed by § 4 and § 5 of the General Terms and Conditions of Acceptance. This shall
be without prejudice to any further claims for damages which Wirecard has.
(2) The Merchant shall indemnify Wirecard by way of reimbursement from and against any penalties imposed on Wirecard by an e-Wallet Provider
due to a breach of a contractual obligation caused by the Merchant, regardless of whether the Merchant believes that the penalties issued by the
e-Wallet Provider are justified or otherwise. The duty to indemnify shall also apply regardless of whether the Merchant had an opportunity of
raising objections or defences in relation to the imposition of the penalty prior to payment by Wirecard and Wirecard is under no obligation to
allow the Merchant to negotiate with the respective e-Wallet Provider prior to payment of the penalties by the Merchant. Sentence 1 above
applies mutatis mutandis for other claims of third parties against Wirecard based on any breaches by the Merchant or a third party employed by
the Merchant of its obligations under this Contract. This shall be without prejudice to any further claims of Wirecard.
(3) If a Chargeback has been lawfully made under § 9, the Merchant shall not make any further claims or objections against Wirecard in relation to
the Chargeback. The Merchant shall be entitled to pursue this directly with the customer in order to assert its payment claim arising out of the
underlying transaction which it concluded with the customer.

§ 11 Holdback/Provision of Security
The following shall apply in addition to § 11 of the General Terms and Conditions of Acceptance:
(1) As security for all existing, future and conditional payments, to which Wirecard is entitled from the Merchant under this Contract, Wirecard shall
hold back the relevant proportion of the final invoice amount of every e-Wallet Transaction as set out in the Online Tool (hereinafter "Holdback").
Wirecard shall pay the Holdback to the Merchant after the expiry of the holdback period set out in the Online Tool, which in any event shall be
no later than 180 days following termination of the Contract.
(2) If, due to breaches of contract by the Merchant, there is a possibility that Wirecard will incur penalties imposed by the e-Wallet Provider, for which
the Merchant will be liable pursuant to the provisions of § 8 sub-clause (4) and § 10 sub-clause (2), Wirecard may demand a payment equivalent
to the prospective amount of the penalties in advance as security for its claims.
(3) Wirecard shall separate the Holdback amounts from the amounts to be paid out to the Merchant within one working day after the statement of
account has been issued and shall transfer such amounts to a separately held account.
(4) Wirecard has a right to realise the Holdback to settle amounts owing to it by the Merchant where the Merchant has not paid the sums due within
two (2) weeks of receipt of a written statement of account or equivalent payment statement.
(5) Wirecard shall regularly review the amount of the Holdback and assess the extent of the security risk. If the amount of the Holdback exceeds
Wirecard's foreseeable security requirement (hereinafter referred to as "Security Requirement") by more than ten percent (10 %) Wirecard shall
pay the excess amount to the Merchant. If – according to the chargeback rates to date and the estimated future development thereof as well as
penalties already incurred or to be expected – the estimated Security Requirement exceeds the Holdback, Wirecard shall have the right, acting
reasonably, to change the amount of the Holdback and/or to extend the holdback period. Wirecard's Security Requirement shall in particular be
increased if:
(a) The Merchant's chargeback rate has increased by more than fifty percent (50 %) compared to the preceding month;
(b) The Merchant's sales cleared under these Special Terms and Conditions for e-Wallets in Distance Sales Transactions drop significantly;
or
(c) Notice to terminate the Contract is given.
(6) After termination of the Contract the Holdback shall in any event remain with Wirecard for a further nine (9) months in order to secure any claims
for recovery resulting from Chargebacks. The remaining credit balance shall be transferred to the Merchant's account designated to Wirecard
nine (9) months after termination or expiry of the Contract. If it has to be assumed that, due to breaches of contract by the Merchant, penalties
will be imposed by the e-Wallet Providers the remaining credit balance can be retained for up to twelve (12) months after termination of the
Contract. After expiry of the above-mentioned holdback period Wirecard shall pay out the remaining amount to the Merchant.
(7) The Merchant's claims to the return of any security retained must be asserted in writing to Wirecard within a preclusion period of six (6) months
following the expiry of the six-week deadline for statements of account that have been issued in accordance with § 10 sub-clause (6) of the
General Terms and Conditions of Acceptance. Any later assertion is precluded; this provision does not apply to claims, about the existence of
which the Parties began negotiating before expiry of the six-month deadline.

§ 12 Advertising and Marketing

(1) The Merchant must make the marks, logos and other distinctive signs which advertise the possibility of paying by e-Wallets clearly visible on its
website.
(2) If the Merchant carries out direct mail campaigns or other forms of advertising, the relevant symbols and logos may only appear in connection
with the payment details or payment notes and never on the first page of any such direct mail. If the direct mail campaign is directed at the holders
of an e-Wallet the direct mail campaign must include an express note to the effect that the respective e-Wallet Provider does not assume any
responsibility for the respective offering and does not support it. Before sending out the first samples of a direct mail campaign to customers the
specific design of the direct mail campaign or of the advertising must be approved by the respective e-Wallet Provider. The above provision
applies mutatis mutandis to mail campaigns sent by e-mail.
(3) If an e-Wallet Provider requests, whether directly to the Merchant or through Wirecard, that use of the respective trademark/logo is ceased or
requests that it is adapted to ensure it is in line with the requirements of the respective e-Wallet Provider, the Merchant shall promptly comply
with the request at its own cost.

§ 13 Duty to Disclose Information, Audits

(1) On request and with reasonable notice, the Merchant shall permit Wirecard, the e-Wallet Providers or a third party instructed by either Wirecard
or the e-Wallet Providers to inspect its business premises in order to check the Merchant is acting and operating in compliance with the provisions
of this Contract and with the requirements of the e-Wallet Providers, in particular, the e-Wallet Provider Terms and Conditions. In doing so,
checks may be conducted to ascertain whether the Merchant's organisational measures are appropriate and in accordance with the standards
customary in the trade for minimising the risk of any fraudulent use and/or other manipulation of any kind of the Merchant's systems. The Merchant
undertakes that it will - at its own cost - fully cooperate with and enable such inspections/audits. The Merchant must also enable any security
audit carried out by the e-Wallet Providers or by a third party commissioned by the e-Wallet Providers to be performed and to cooperate without
limitation and at its own cost.
(2) The Merchant must ensure that all inspections/audits can be carried out directly in relation to and at the business premises of the technical
service providers and other subcontractors commissioned by the Merchant and/or third party service providers acting on behalf of the Merchant,
whom the Merchant has commissioned in connection with the submission and processing of e-Wallet Transactions.

§ 14 Termination
(1) In addition to § 12 sub-clause (8) of the General Terms and Conditions, Wirecard shall have the right to terminate the Special Terms and
Conditions immediately and without notice if:
(a) the proportion of Chargebacks from e-Wallet Transactions over a period of two (2) months (hereinafter "Assessment Period") exceeds
two percent (2 %) of the transaction volume or one percent (1 %) of the e-Wallet Transactions; following the expiry of the first six (6)
months after the Contract entered into force, the Assessment Period is reduced to one (1) month or
(b) the Merchant breaches any material contractual obligations (including but not limited to non-compliance with the obligations stipulated in
§ 4 and § 5 of these Special Terms and Conditions for e-Wallet Transactions in Distance Sales, the obligations stipulated in § 6 and § 7
of the General Terms and Conditions of Acceptance as well as the e-Wallet Provider Terms and Conditions). Such breaches are in
particular:
(i) If the Merchant (also) presents to Wirecard not only transactions from its own business but also transactions by third parties (so-
called third party processing);
(ii) If the registered office (seat) of the Merchant, from which the Merchant operates its business, is not located in a country listed in
the attached Schedule "List of Countries";
(iii) If the Merchant does not show the customer the country in which the branch office of the Merchant entering into the contract has
its registered office prior to the completion of the payment process;
(iv) If the Merchant's website is not available in at least one European language (e.g. English);
(v) If the Merchant fails to draw the customers' attention to its general terms and conditions of business in a manner that is clearly
visible;
(vi) If the Merchant fails to clearly draw attention on its web page to the e-Wallet Providers' trade marks to be used;
(vii) If the Merchant does not present any e-Wallet Transactions to Wirecard within a period of three months of the Contract having
entered into force;
(viii) If the Merchant does not present any, or only minimal transaction turnover generated by e-Wallet Transactions (in terms of the
number of e-Wallet Transactions and transaction volume) to Wirecard for a period of three months. Transaction turnover is
negligible if the actual number of e-Wallet transactions or the actual e-Wallet Transaction Turnover falls short of the Merchant's
forecast figures by more than seventy-five percent (75 %); or
(ix) If despite request by Wirecard, the Merchant does not implement the technical and security requirements of Wirecard or of the e-
Wallet Providers or does not do so in due time.
(2) Wirecard may terminate this Contract - also in part in relation to individual e-Wallets – immediately and without notice if:
(a) Wirecard discontinues the settlement of e-Wallet Transactions for certain e-Wallets;
(b) Wirecard loses any licences and/or permits that are necessary to render the performances under this Contract (e.g. software licences,
licences from the e-Wallet Providers); or
(c) an e-Wallet Provider requires this Contract between Wirecard and the Merchant to be terminated.
(3) Wirecard expressly reserves the right to partial termination of the Contract in relation to individual e-Wallets in accordance with this § 14.
(4)
Special provisions for the processing of Transactions with paysafecard PINs

Special Terms and Conditions for e-Wallets in Distance
Sales Transactions
§1 Scope of Application
(1) These Special Terms and Conditions for e-Wallets in Distance
Sales Transactions (hereinafter "Special Terms and Conditions
for e-Wallets in Distance Sales Transactions") shall apply to the
execution of payment services by Wirecard on behalf of merchants,
who wish to offer their customers the possibility of paying for goods
and services purchased from them in distance sales transactions
(ordering goods and services on the Internet, by post, phone or by
fax; hereinafter referred to as "Distance Sales Transactions") by
using e-money products (hereinafter “e-Wallet” or together, “e-
Wallets”) of e-wallet providers agreed in the Online
Application(hereinafter "e-Wallet Providers”).
(2) The Special Terms and Conditions for e-Wallets in Distance Sales
Transactions apply in addition to the General Terms and Conditions
of Acceptance in Distance Transactions ("General Terms and
Conditions of Acceptance"). In addition to complying with the
provisions of the Contract, the Merchant also undertakes to comply
with any e-wallet terms and conditions of the respective e-Wallet
Provider (hereinafter referred to as "e-Wallet Provider Terms and
Conditions"), which regulate the use and/or acceptance of the
respective e-Wallet. Wirecard shall provide the Merchant with the
respective e-Wallet Provider Terms and Conditions as well as any
product descriptions upon request or provide access thereto.
(3) Unless otherwise defined in these Special Terms and Conditions for
e-Wallets in Distance Sales Transactions the terms used in these
Special Terms and Conditions for e-Wallets in Distance Sales
Transactions have the meanings defined in the General Terms and
Conditions of Acceptance. References to §§ refer to the provisions
of these Special Terms and Conditions for e-Wallets in Distance
Sales Transactions, unless express reference is made to the
provisions in the General Terms and Conditions of Acceptance or
in other Special Terms and Conditions.
(4) If the Merchant holds accounts with Wirecard for the purposes of
processing payments through e-Wallets under this Contract, special
account terms and conditions shall apply between Wirecard and the
Merchant for the setting up and use of such accounts, which terms
and conditions shall be agreed in addition to this Contract when the
accounts are opened.
§2 Risk Warnings
(1) Wirecard draws attention to the fact that the acceptance of
payments through e-Wallets in Distance Sales Transactions
involves an extra high risk of fraudulent use as there is no personal
contact with the customer and so therefore the customer cannot be
identified in the same way as in e.g. face-to-face transactions. The
Merchant should therefore only accept payments by e-Wallet if all
of the customary measures for preventing fraudulent use are
observed. Regardless of whether these measures are observed,
there remains an increased risk of payment defaults compared with
face-to-face transactions. This is particularly attributable to the risk
of chargeback mentioned in § 2 sub-clause (2) (hereinafter referred
to as "Risk of Chargeback"). In this regard the greatest
responsibility lies with the Merchant because it is the Merchant who
has direct contact with the customer and can in each case decide
whether, depending on the circumstances of the purchase order, it
can accept payments by e-Wallet despite the risk of fraudulent use.
(2) Wirecard advises that an e-Wallet Provider may reserve the right to
apply a so-called "chargeback", i.e. the right to return a payment
that has been made through the respective e-Wallet (hereinafter
referred to as "Chargeback"). Such a Chargeback may occur when
a customer of the Merchant denies having given the instruction to
execute a payment via the respective e-Wallet (hereinafter referred
to as "Disputed Case") and/or to correspondingly debit his e-Wallet
account (hereinafter referred to as "e-Wallet Customer Account").
In the event of a Chargeback Wirecard may be obliged in
accordance with the agreements between it and the e-Wallet
Provider to repay the relevant amount to the e-Wallet Provider even
in circumstances where the Disputed Case appears to be unjustified
Version 1.1.0 | Status 16.04.2018
or where the Merchant is able to submit evidence of the purchaser’s
identity. The prerequisites for and legal consequences of
Chargebacks are set out in § 9.
§3 Subject Matter of the Agreement
(1) Under the terms of this Contract the Merchant is instructing
Wirecard to process the transactions presented and initiated
through the respective e-Wallet (each an “e-Wallet Transaction”
and together the "e-Wallet Transaction Turnover") and to pay out
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions for
E Wallets in Distance Sales
Transactions
the e-Wallet Transaction Turnover to the Merchant provided that
Wirecard has received the e-Wallet Transaction Turnover from the
corresponding e-Wallet Provider or from the service provider acting
as an intermediary for the respective e-Wallet.
(2) The e-Wallets agreed in accordance with the Online Application are
accepted by the Merchant as a means of cashless payment to pay
for the goods and services it offers.
§4 Prerequisites for the Acceptance of e-Wallets
(1) The Merchant may allow goods and services to be paid for by e-
Wallets in general or in individual cases in accordance with this
Contract. The Merchant will not accept payment by e-Wallets if
there is cause to believe that there is a case of fraudulent use.
(2) If the Merchant accepts an e-Wallet it undertakes to offer to sell its
goods and or services to its customers by means of payment via
the e-Wallet for the same prices and upon the same terms as are
applicable to customers wishing to use a different payment method
unless any such surcharges are applied in accordance with
applicable laws and regulations in the jurisdiction in which the
Merchant is based. The Merchant's right to offer a discount for using
a particular payment instrument (e.g. online transfer) shall remain
unaffected.
(3) The Merchant is not authorised to accept e-Wallets as a means for
the repayment of a loan or a cash payment previously granted by
the Merchant.
(4) The acceptance of the e-Wallet and the collection of the payment
details may only be used for the purpose of paying for goods and
services of the Merchant on the basis of a direct contractual
relationship with the customer. The Merchant is not authorised to
accept e-Wallets as a means of payment for goods or services:
(a) that fall under § 6 sub-clause (30) of the General Terms and
Conditions of Business;
(b) which are not part of the Merchant's ordinary course of
business stated in the Online Application;
(c) which are prohibited, illegal or immoral under the law
governing the Merchant, the customer or the Merchant's
goods/services, this particularly applies to goods/services in
connection with gambling; or
(d) which include, or are associated with, instructions on how to
produce weapons, bombs or other explosive devices.
(5) e-Wallets may not be accepted to settle a non-collectable debt or to
pay for a cheque that is not covered.
(6) If the customer provides contradictory or incorrect details to the
Merchant in connection with the placement of the order or the
collection of payment details the Merchant may not accept the e-
Wallet as a payment method. This also applies in the event that the
order itself is unusual (e.g. because the same customer orders
more than five (5) identical goods and/or services on two
consecutive days or in aggregate in several orders or uses more
than one e-Wallet or the security features allocated thereto) or there
are other reasons for suspecting that the e-Wallet or the payment
details are being used fraudulently.
(7) Irrespective of § 2 sub-clause (4) of the General Terms and
Conditions of Acceptance Wirecard shall be entitled to amend or
supplement the provisions of § 4 sub-clause (1) to sub-clause (5)
with immediate effect by written notice to the Merchant if Wirecard
considers such amendments to be necessary or expedient due to
the risk of fraudulent practices or such amendments become
necessary because of requirements of the e-Wallet Provider or the
intermediary service provider, through whom Wirecard procures the
right to settle e-money transactions via the respective e-Wallet.
§5 Presentment of e-Wallet Transaction Turnover,
Credits to the Customer
(1) The Merchant is entitled to present to Wirecard all claims for
payment due from customers which have been created and
accepted through the use of an e-Wallet for settlement and to settle
those claims for payment through Wirecard. The Merchant is not
prevented from entering into contracts with other payment service
providers for the acceptance of the e-Wallets agreed in this Contract
unless the Merchant has expressly undertaken in the Online
Application to work together with Wirecard exclusively.
(2) All e-Wallet Transaction Turnover must be processed fully and
solely via the Processing Platform in accordance with § 6 sub-
clauses (10) et seq. of the General Terms and Conditions of
Acceptance.
(3) Prior to forwarding the respective e-Wallet Transaction to Wirecard
the Merchant shall electronically record:
(a) the customer's name and address;
(b) the date of the transaction;
Page 1 of 5

(c) the invoiced amount; and
(d) any other details necessary resulting from the technical
specifications relating to the respective e-Wallet (hereinafter
referred to as "e-Wallet Specifications") which Wirecard
shall provide to the Merchant upon request
(4) The data in this § 5 sub-clauses (3)(a)-(d) is together referred to as
"Transaction Data". Subject to this § 5 sub-clause (4), the
Merchant shall present the Transaction Data to Wirecard in full and
in a readable format via the Processing Platform every time an e-
Wallet Transacton is presented in accordance with the respective
e-Wallet Specifications. The Merchant shall also document and
maintain records of the Transaction Data in accordance with the
provisions of § 8 of the General Terms and Conditions of
Acceptance.
(5) The Merchant must only transmit the information stipulated under
this § 5 sub-clause (3)(a) upon request by Wirecard.
(6) The Merchant shall only present e-Wallet Transactions for
settlement where there is no suspicion of fraudulent use in
accordance with § 4 sub-clause (1) or where the e-Wallet
Transaction does not fall within the circumstances envisaged in
sub-clause (3) to (6).
(7) After completing an e-Wallet Transaction the Merchant must
provide the customer with a transaction receipt in writing or
electronically. The receipt must include a clear transaction ID and
the Merchant's internet address as well as any other details as
required by applicable regulations.
(8) The Merchant must ensure that it has in place and that it maintains
the necessary Prerequisites for Connection for connecting to the
Processing Platform in accordance with § 6 sub-clauses (11) et seq.
of the General Terms and Conditions of Acceptance and in
accordance with the respective e-Wallet Specifications. The
Merchant agrees and accepts that fulfilment of the Prerequisites for
Connection by the Merchant is a prerequisite for Wirecard to be able
to render its services under this Contract properly.
(9) The Merchant may give refunds arising out of e-Wallet Transaction
Turnover (hereinafter "Credits") - insofar as the respective e-Wallet
allows credits - only if the original e-Wallet Transaction is cancelled.
If the e-Wallet Transaction has not yet been presented to Wirecard
the Merchant must cancel the authorisation request using the
Online Tool (cf. § 3 of the General Terms and Conditions of
Acceptance). The Merchant must reverse any Credits arising out of
cancelled transactions by crediting funds back to the e-Wallet
Customer Account. Where cancelled transactions have already
been presented for settlement exclusively via Wirecard, the
respective Credit to the e-Wallet Customer Account must be
initiated by the Merchant via Wirecard. In that case Wirecard shall
refund the e-Wallet Transaction. The Merchant may give Credits by
using the Online Tool. The Credit must be an electronic credit and
in the amount of the previously executed e-Wallet Transaction. In
addition the Merchant must issue an electronic record which
includes the relevant customer data (hereinafter "e-Wallet
Customer Data") and the amount of the Credit. This record must
be made available to the customer using the agreed method of
communication (e.g. by e-mail). The Merchant must present the
Credit to Wirecard within two (2) Business Days (cf. § 2 sub-clause
(30) the General Terms and Conditions of Acceptance) of having
cancelled the e-Wallet Transaction.
(10) The Merchant further undertakes to comply with the respective e-
Wallet Specifications and to comply with the applicable general
procedural requirements and, in particular, the technical,
procedural and security requirements as well as other requirements
that are to be observed when using and accepting e-Wallets.
Wirecard shall notify the Merchant of the requirements through the
Online Tool. The Merchant must also provide evidence of their
compliance with the requirements in an appropriate manner to
Wirecard upon request. The Merchant shall register for the
respective e-Wallet if this is necessary pursuant to the respective e-
Wallet Provider Terms and Conditions.
(11) The Merchant shall present an e-Wallet Transaction to Wirecard for
settlement only once. If the Merchant has concluded agency
contracts with other payment service providers, which are similar to
this Contract, the Merchant may only ever present the respective e-
Version 1.1.0 | Status 16.04.2018
Wallet Transaction to one e-Wallet Provider for settlement
(hereinafter "Prohibition of Multiple Presentments"). Upon
request, the Merchant must provide to Wirecard written evidence
which demonstrates that the relevant e-Wallet Transaction was
based on a legal transaction with the customer as permitted under
this Contract and that it was in the corresponding amount.
(12) The Merchant may not present an e-Wallet Transaction until the
goods or services underlying the e-Wallet Transaction have been
delivered or provided to the customer or the agreed recipient of the
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions for
E Wallets in Distance Sales
Transactions
goods/services, or the customer has agreed to an advance debit or
a recurring debit on his e-Wallet Customer Account or has placed a
corresponding payment order. Upon request by Wirecard, the
Merchant must evidence that the prerequisites have been met.
(13) The Merchant undertakes to Wirecard that it will not consent to any
cancellation of the payment by the customer in relation to the e-
Wallet Provider after the payment has been authorised and that it
will refrain from doing anything which would allow the customer to
have such a right of cancellation.
(14) Irrespective of § 2 sub-clause (4) of the General Terms and
Conditions of Acceptance Wirecard shall be entitled to amend or
supplement the provisions of § 5 sub-clause (2) to sub-clause (11)
with immediate effect by written notice to the Merchant if Wirecard
considers such amendments to be necessary or expedient due to
the risk of fraudulent practices or because such amendments
become necessary due to the requirements of the e-Wallet Provider
or the intermediary service provider, through whom Wirecard
procures the right to settle e-money transactions via the respective
e-Wallet.
§6 Authorisation of e-Wallet Transactions
(1) Every e-Wallet Transaction requires online authorisation by the
respective e-Wallet Provider (hereinafter referred to as "Online
Authorisation"). Wirecard shall transmit the Online Authorisation
to the Merchant.
(2) Transmission of the Online Authorisation from Wirecard to the
Merchant does not imply any promise by Wirecard to honour the e-
Wallet Transaction and Wirecard shall remain entitled to make a
Chargeback in accordance with § 9.
(3) The Online Authorisation is issued or rejected automatically; in the
event of a rejection, an error notification is transmitted to the
Merchant.
(4) It is not possible to settle e-Wallet Transaction Turnover if there is
a disruption in the online transmission of the Online Authorisation
or some other operational disruption. No manual or other settlement
method is permitted.
§7 Payout, Assignment of Claims
(1) The provisions of § 10 of the General Terms and Conditions of
Acceptance shall apply to the payout and settlement of the payment
sums resulting from the e-Wallet Transaction Turnover.
(2) The payout amount shall in each case be the amount resulting from
the e-Wallet Transaction Turnover made available to the Merchant
by Wirecard less:
(a) the Holdback (§ 11) for the payout period concerned;
(b) as the case may be Chargebacks within the meaning of § 9
that have accrued up until the time of payout;
(c) charges and expenses owed to Wirecard under the
provisions of this Contract; and
(d) as the case may be, any other items for deduction within the
meaning of § 10 sub-clause (1) of the General Terms and
Conditions of Acceptance.
(3) Wirecard shall be entitled to offset the charges, expenses and other
deductions to which it is entitled under this Contract pursuant to
§ 10 sub-clause (1) of the General Terms and Conditions of
Acceptance against the payment sums to be paid out to the
Merchant under these Special Terms and Conditions for e-Wallets
in Distance Sales Transactions.
(4) The Merchant hereby assigns all of its claims against the customer
in connection with the sale of goods and services and which have
been created by use of the e-Wallet (claims arising out of the
underlying transaction) as well as any claims against the e-Wallet
Provider in connection with use of the e-Wallet, to Wirecard, who
accepts the assignment. The assignment shall in each case
become effective from the date that Wirecard is presented with the
e-Wallet Transaction. The provisions of § 9 shall remain unaffected.
§8 Fees and Reimbursement of Expenses
(1) In addition to § 9 of the General Terms and Conditions of
Acceptance the following provisions shall apply to the charges and
expenses, to which Wirecard is entitled in return for the services
under these Special Terms and Conditions for e-Wallets in Distance
Sales Transactions.
(2) Wirecard shall charge the Merchant any special charges demanded
by e-Wallet Providers or intermediary service providers, e.g. for
registration in special vendor programmes, which it has had to pay
in connection with the provisions of its services to the Merchant
under the Contract.
(3) The discount/disagio set out in the Online Tool is based on the total
value of all transactions (transaction volume) per month as well as
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the average transaction amount per month (total value of all
transactions in relation to the number of transactions) as stated by
the Merchant at conclusion of the Contract (or as and when a
change comes into effect). The discount/disagio shall in each case
be charged on the e-Wallet Transaction's final invoice amount.
(4) In addition to the expenses set out under § 9 sub-clause (6) of the
General Terms and Conditions of Acceptance expenses shall
without limitation also include all penalties, Chargebacks or other
charges by the e-Wallet Providers or the intermediary service
providers imposed by them on Wirecard either directly or indirectly
to the extent that such penalties, Chargebacks or other charges
were caused by the Merchant's e-Wallet Transaction or any act
and/or omission of the Merchant and were charged on the basis of
the e-Wallet Provider Terms and Conditions (§ 1 sub-clause (2).
(5) The charges, special charges and expenses shall be billed by e-
mail or through the Online Tool. § 10 sub-clause (4) to (6) of the
General Terms and Conditions of Acceptance apply.
§9 Chargebacks
(1) The Merchant must refund Wirecard the payment sums it has
received from Wirecard to the extent that the payment sums are
charged back to Wirecard. In addition Wirecard may offset claims
for a refund under sentence 1 against its own payment obligations
towards the Merchant under the Contract and any other banking
relationship with the Merchant. Any such refund/set-off is effected
in addition to the charges that accrue for a refund/set-off.
(2) The provisions of this § 9 shall continue to apply for a further period
of eighteen (18) months following termination of this Contract.
Wirecard's rights to impose Chargebacks on the Merchant are not
limited by either Wirecard's transmission of the Online Authorisation
(§ 6 sub-clause (1)).
(3) In the event of any Chargeback under this § 9 Wirecard shall
reassign the Merchant's claim against the customer underlying the
Chargeback and any associated claims of the Merchant against the
e-Wallet Provider back to the Merchant (cf. § 7 sub-clause (4)) in
circumstances where Wirecard, acting reasonably, is satisfied that
the Merchant has a corresponding claim for a refund. The Merchant
hereby accepts such reassignment. The Merchant does not have
any right to a refund of the service charge which accrued for the
relevant e-Wallet Transaction.
§ 10 Liability, Reimbursement of Expenses, Preclusion of
Objections
(1) The liability of each of the parties under this Contract is governed
by § 4 and § 5 of the General Terms and Conditions of Acceptance.
This shall be without prejudice to any further claims for damages
which Wirecard has.
(2) The Merchant shall indemnify Wirecard by way of reimbursement
from and against any penalties imposed on Wirecard by an e-Wallet
Provider due to a breach of a contractual obligation caused by the
Merchant, regardless of whether the Merchant believes that the
penalties issued by the e-Wallet Provider are justified or otherwise.
The duty to indemnify shall also apply regardless of whether the
Merchant had an opportunity of raising objections or defences in
relation to the imposition of the penalty prior to payment by Wirecard
and Wirecard is under no obligation to allow the Merchant to
negotiate with the respective e-Wallet Provider prior to payment of
the penalties by the Merchant. Sentence 1 above applies mutatis
mutandis for other claims of third parties against Wirecard based on
any breaches by the Merchant or a third party employed by the
Merchant of its obligations under this Contract. This shall be without
prejudice to any further claims of Wirecard.
(3) If a Chargeback has been lawfully made under § 9, the Merchant
shall not make any further claims or objections against Wirecard in
relation to the Chargeback. The Merchant shall be entitled to pursue
this directly with the customer in order to assert its payment claim
arising out of the underlying transaction which it concluded with the
customer.
§ 11 Holdback/Provision of Security
The following shall apply in addition to § 11 of the General Terms
Version 1.1.0 | Status 16.04.2018
and Conditions of Acceptance:
(1) As security for all existing, future and conditional payments, to
which Wirecard is entitled from the Merchant under this Contract,
Wirecard shall hold back the relevant proportion of the final invoice
amount of every e-Wallet Transaction as set out in the Online Tool
(hereinafter "Holdback"). Wirecard shall pay the Holdback to the
Merchant after the expiry of the holdback period set out in the
Online Tool, which in any event shall be no later than 180 days
following termination of the Contract.
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions for
E Wallets in Distance Sales
Transactions
(2) If, due to breaches of contract by the Merchant, there is a possibility
that Wirecard will incur penalties imposed by the e-Wallet Provider,
for which the Merchant will be liable pursuant to the provisions of
§ 8 sub-clause (4) and § 10 sub-clause (2), Wirecard may demand
a payment equivalent to the prospective amount of the penalties in
advance as security for its claims.
(3) Wirecard shall separate the Holdback amounts from the amounts to
be paid out to the Merchant within one working day after the
statement of account has been issued and shall transfer such
amounts to a separately held account.
(4) Wirecard has a right to realise the Holdback to settle amounts owing
to it by the Merchant where the Merchant has not paid the sums due
within two (2) weeks of receipt of a written statement of account or
equivalent payment statement.
(5) Wirecard shall regularly review the amount of the Holdback and
assess the extent of the security risk. If the amount of the Holdback
exceeds Wirecard's foreseeable security requirement (hereinafter
referred to as "Security Requirement") by more than ten percent
(10 %) Wirecard shall pay the excess amount to the Merchant. If –
according to the chargeback rates to date and the estimated future
development thereof as well as penalties already incurred or to be
expected – the estimated Security Requirement exceeds the
Holdback, Wirecard shall have the right, acting reasonably, to
change the amount of the Holdback and/or to extend the holdback
period. Wirecard's Security Requirement shall in particular be
increased if:
(a) The Merchant's chargeback rate has increased by more than
fifty percent (50 %) compared to the preceding month;
(b) The Merchant's sales cleared under these Special Terms
and Conditions for e-Wallets in Distance Sales Transactions
drop significantly; or
(c) Notice to terminate the Contract is given.
(6) After termination of the Contract the Holdback shall in any event
remain with Wirecard for a further nine (9) months in order to secure
any claims for recovery resulting from Chargebacks. The remaining
credit balance shall be transferred to the Merchant's account
designated to Wirecard nine (9) months after termination or expiry
of the Contract. If it has to be assumed that, due to breaches of
contract by the Merchant, penalties will be imposed by the e-Wallet
Providers the remaining credit balance can be retained for up to
twelve (12) months after termination of the Contract. After expiry of
the above-mentioned holdback period Wirecard shall pay out the
remaining amount to the Merchant.
(7) The Merchant's claims to the return of any security retained must
be asserted in writing to Wirecard within a preclusion period of six
(6) months following the expiry of the six-week deadline for
statements of account that have been issued in accordance with
§ 10 sub-clause (6) of the General Terms and Conditions of
Acceptance. Any later assertion is precluded; this provision does
not apply to claims, about the existence of which the Parties began
negotiating before expiry of the six-month deadline.
§ 12 Advertising and Marketing
(1) The Merchant must make the marks, logos and other distinctive
signs which advertise the possibility of paying by e-Wallets clearly
visible on its website.
(2) If the Merchant carries out direct mail campaigns or other forms of
advertising, the relevant symbols and logos may only appear in
connection with the payment details or payment notes and never on
the first page of any such direct mail. If the direct mail campaign is
directed at the holders of an e-Wallet the direct mail campaign must
include an express note to the effect that the respective e-Wallet
Provider does not assume any responsibility for the respective
offering and does not support it. Before sending out the first
samples of a direct mail campaign to customers the specific design
of the direct mail campaign or of the advertising must be approved
by the respective e-Wallet Provider. The above provision applies
mutatis mutandis to mail campaigns sent by e-mail.
(3) If an e-Wallet Provider requests, whether directly to the Merchant
or through Wirecard, that use of the respective trademark/logo is
ceased or requests that it is adapted to ensure it is in line with the
requirements of the respective e-Wallet Provider, the Merchant
shall promptly comply with the request at its own cost.
§ 13 Duty to Disclose Information, Audits
(1) On request and with reasonable notice, the Merchant shall permit
Wirecard, the e-Wallet Providers or a third party instructed by either
Wirecard or the e-Wallet Providers to inspect its business premises
in order to check the Merchant is acting and operating in compliance
with the provisions of this Contract and with the requirements of the
e-Wallet Providers, in particular, the e-Wallet Provider Terms and
Page 3 of 5

Conditions. In doing so, checks may be conducted to ascertain
whether the Merchant's organisational measures are appropriate
and in accordance with the standards customary in the trade for (3)
minimising the risk of any fraudulent use and/or other manipulation
of any kind of the Merchant's systems. The Merchant undertakes
that it will - at its own cost - fully cooperate with and enable such (4)
inspections/audits. The Merchant must also enable any security Special provisions for the processing of Transactions with
audit carried out by the e-Wallet Providers or by a third party paysafecard PINs
commissioned by the e-Wallet Providers to be performed and to
cooperate without limitation and at its own cost. § 15 Scope of Application
(2) The Merchant must ensure that all inspections/audits can be carried
out directly in relation to and at the business premises of the
technical service providers and other subcontractors commissioned
by the Merchant and/or third party service providers acting on behalf
of the Merchant, whom the Merchant has commissioned in
connection with the submission and processing of e-Wallet
Transactions.
§ 14 Termination
§ 16 Granting of a Licence to PSC Group for Use of the
(1) In addition to § 12 sub-clause (8) of the General Terms and Merchant's Trademarks
Conditions, Wirecard shall have the right to terminate the Special
Terms and Conditions immediately and without notice if: (1)
(a) the proportion of Chargebacks from e-Wallet Transactions
over a period of two (2) months (hereinafter "Assessment
Period") exceeds two percent (2 %) of the transaction
volume or one percent (1 %) of the e-Wallet Transactions;
following the expiry of the first six (6) months after the
Contract entered into force, the Assessment Period is (2)
reduced to one (1) month or
(b) the Merchant breaches any material contractual obligations
(including but not limited to non-compliance with the
obligations stipulated in § 4 and § 5 of these Special Terms
and Conditions for e-Wallet Transactions in Distance Sales, (3)
the obligations stipulated in § 6 and § 7 of the General Terms
and Conditions of Acceptance as well as the e-Wallet
Provider Terms and Conditions). Such breaches are in
particular:
§ 17 Non-permitted Business Segments
(i) If the Merchant (also) presents to Wirecard not only (1)
transactions from its own business but also
transactions by third parties (so-called third party
processing);
(ii) If the registered office (seat) of the Merchant, from
which the Merchant operates its business, is not
located in a country listed in the attached Schedule
"List of Countries";
(iii) If the Merchant does not show the customer the
country in which the branch office of the Merchant
entering into the contract has its registered office prior
to the completion of the payment process;
(iv) If the Merchant's website is not available in at least
one European language (e.g. English);
(v) If the Merchant fails to draw the customers' attention
to its general terms and conditions of business in a (2)
manner that is clearly visible;
(vi) If the Merchant fails to clearly draw attention on its
web page to the e-Wallet Providers' trade marks to be
used;
(vii) If the Merchant does not present any e-Wallet
Transactions to Wirecard within a period of three
months of the Contract having entered into force;
(viii) If the Merchant does not present any, or only minimal § 18 Non-permitted Countries/Territories
transaction turnover generated by e-Wallet (1)
Transactions (in terms of the number of e-Wallet
Transactions and transaction volume) to Wirecard for
a period of three months. Transaction turnover is
negligible if the actual number of e-Wallet
transactions or the actual e-Wallet Transaction
Turnover falls short of the Merchant's forecast figures
by more than seventy-five percent (75 %); or
(ix) If despite request by Wirecard, the Merchant does not
implement the technical and security requirements of
Wirecard or of the e-Wallet Providers or does not do
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Special Terms and Conditions for
E Wallets in Distance Sales
Transactions
(c) an e-Wallet Provider requires this Contract between
Wirecard and the Merchant to be terminated.
Wirecard expressly reserves the right to partial termination of the
Contract in relation to individual e-Wallets in accordance with this
§ 14.
If Wirecard and the Merchant have agreed that the Merchant shall
accept, and Wirecard shall process, transactions initiated by means
of paysafecard PINs (hereinafter collectively "paysafecard
Products") (hereinafter "paysafecard Transactions"), the provisions
of § 16 to § 20 shall apply in addition to and - in the case of
inconsistencies - with precedence over the other provisions in these
Special T&Cs for e-wallets in Distance Sales Transactions.
The paysafecard Products are issued by Prepaid Services
Company Limited, Floor 27, 25 Canada Square, Canary Wharf,
London E14 5LQ, United Kingdom (hereinafter "PSC") or a
company associated with PSC (hereinafter "PSC Company"; and
PSC and PSC Companies hereinafter collectively "PSC Group"), or
a banking partner of PSC Group or any other authorised issuer.
For the duration of this business relationship, the Merchant directly
grants PSC and every PSC Company a non-exclusive, globally
valid, royalty-free licence for displaying the Merchant's trademarks
on the paysafecard website and in advertising and information
material for paysafecard Products (hereinafter "PSC Licence").
The Merchant shall indemnify Wirecard against all claims of PSC, a
PSC Company or any other third parties arising from the PSC
Licence infringing any intellectual property rights of third parties.
The Merchant shall not offer any of the goods or services specified
below:
(a) anonymising services;
(b) weapons or goods relating to weapons, e.g. guns, gun
components, ammunition or knives;
(c) illegal drugs or drug accessories;
(d) prescription medicine or devices;
(e) tobacco products;
(f) products or services that infringe copyrights, trademarks,
personality rights or data protection rights or other property
rights under the laws of any countries;
(g) pyramid, snowball or other systems with a "get rich quick"
promise;
(h) gamebots;
(i) e-money exchange platforms (e.g. Linden dollars).
Wirecard shall have the right to alter or add to the above list of non-
permitted business segments, if such amendments or additions are
necessary in order to ensure compliance with the requirements laid
down by PSC. Any amendments or supplementing documents shall
be communicated to the Merchant, in written form, in good time
before the changes or amendments enter into effect. Such
communication may take place through the Online Tool.
The Merchant shall not have its registered office in any of the
countries/territories listed below:
(a) Afghanistan;
(b) the Crimean Peninsula;
(c) Cuba;
(d) North Korea;
(e) Iran;
(f) Iraq;
(g) Myanmar;
(h) Nigeria;

(i) Somalia;
so in due time. (j) South Sudan;
(2) Wirecard may terminate this Contract - also in part in relation to (k) Sudan;
individual e-Wallets – immediately and without notice if: (l) Syria;
(a) Wirecard discontinues the settlement of e-Wallet (m) Yemen.
Transactions for certain e-Wallets; (2) Wirecard shall have the right to alter or add to the above list of non-
(b) Wirecard loses any licences and/or permits that are permitted countries/territories, if such amendments or additions are
necessary to render the performances under this Contract necessary in order to ensure compliance with the requirements laid
(e.g. software licences, licences from the e-Wallet down by PSC. Any amendments or supplementing documents shall
Providers); or be communicated to the Merchant, in written form, in good time

Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524 Page 4 of 5

before the changes or amendments enter into effect. Such
communication may take place through the Online Tool.
§ 19 Disclosure of Information via the Merchant
For audit and verfification purposes, in particular for the clarification
of any abnormalities in connection with any of the Merchant's
individual paysafecard Transactions, the Merchant shall, on
request, make available to PSC, a PSC Company and/or a
supervisory authority having jurisdiction over the PSC Group or
Wirecard all information reasonably required and requested by such
parties for carrying out the checks that they consider necessary. For
these purposes, Wirecard may send information concerning the
Merchant to the companies and authorities referred to in this clause
19.
§ 20 Termination for Good Cause Without Prior Notice
Wirecard may immediately terminate the services relevant to the
processing of paysafecard Transactionsfor good cause without
prior notice, if:
(a) the Merchant breaches any of its obligations under clauses
15 to 20 inclusive;
Version 1.1.0 | Status 16.04.2018
Special Terms and Conditions for
E Wallets in Distance Sales
Transactions
(b) Wirecard, in its sole discretion, considers that reputational
damage to PSC, a PSC Company or any other issuer of a
paysafecard Product could arise as a result of the use or
display of paysafecard Products as a payment instrument on
the Merchant's websites;
(c) the issuing of paysafecard Products is discontinued or
restricted;
(d) the Merchant operates illegal betting or gambling itself or
acts as an intermediary for illegal betting or gambling offered
by other providers; or
(e) a supervisory authority having jurisdiction over PSC Group
or Wirecard orders that the processing of paysafecard
Products for the Merchant be discontinued.
(2) Any provisions regarding termination in the the General Terms and
Conditions of Acceptance shall remain unaffected.

Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524 Page 5 of 5

Special Terms and Conditions for Processing
§1 Scope of Application
(1) The Merchant offers its customers the ability to pay for goods and
services purchased from it in card-not-present transactions (the
ordering of goods and services on the Internet, by post, telephone
or facsimile) by means of the Online Payment Methods agreed in
the Online Application. Wirecard does not provide the Merchant
with acquiring services (including accepting and billing the
transactions initiated through the individual Online Payment
Methods) The Merchant contracts with a third party payment service
provider for such acquiring services ("Acquirer"). The details of the
Acquirer are as set out in the Online Application.
(2) These Special Terms and Conditions for Processing ("Special
Terms and Conditions for Processing") set out the terms on
which the Merchant instructs Wirecard, on an exclusive basis, to
provide the technical functionality enabling the Merchant to connect
to the systems of the Acquirer.
(3) The Special Terms and Conditions for Processing apply in addition
to Wirecard's General Terms and Conditions of Acceptance for
Distance Transactions ("General Terms and Conditions of
Acceptance") References to §§ refer to the provisions of these
Special Terms and Conditions for Processing, unless express
reference is made to the provisions of the General Terms and
Conditions of Acceptance or of other Special Terms and Conditions.
(4) Unless otherwise defined in these Special Terms and Conditions for
Processing the terms used in these Special Terms and Conditions
for Processing have the meanings defined in the General Terms
and Conditions of Acceptance.
§2 Wirecard's Services; Technical Connection to, and
Use of, the Processing Platform
(1) Wirecard shall provide the Merchant with technical support for the
processing of Online Payments. Wirecard shall provide the
following processing services to the extent that they have been
requested by the Merchant in the Online Application:
(a) Technically connecting the Merchant - to the extent
necessary using third party sub-contractors - to the
Acquirer's technical systems; for this Wirecard shall provide
the Merchant with access to the Processing Platform through
a technical interface for use via the Internet by remote
access in accordance with the more detailed particulars of
§6 sub-clauses (10) to (27) of the General Terms and
Conditions of Acceptance.
(b) Technical support services ("Processing and Support
Services") for the Online Payment Methods agreed in the
Online Application.
(c) For payment card transactions, checking the Payment Card
used for each respective transaction and/or the customer
account to be debited against Wirecard's current blacklists.
(d) Note: Wirecard's blacklist is a file with bank details (account
number and bank sort code and/or IBAN, BIC respectively),
in respect of which blocking notices or negative information
have been filed. In the case of transactions where an enquiry
is made against the blacklist, the transaction will be refused
if the bank details are included on the blacklist. If no entry is
found relating to the transaction's bank details the
transaction will not be declined and will be processed;
however, Wirecard expressly does not give any payment
guarantee.
(e) For payment card transactions: forwarding the Transaction
Details - as the case may be with the involvement of a third
party - which are provided by the Merchant via the
Processing Platform to the authorisation system of the
Acquirer. This process is generally referred to as "routing".
This includes messages for authorisations, accounting
entries, credit entries and cancellations. As the case may be,
additional contracts may have to be concluded for this
between the Merchant and the Acquirer and/or Wirecard and
the terms and conditions additionally agreed therein
observed. The responses received by Wirecard shall be
Version 1.0.0 | Status 23.03.2018
communicated to the Merchant via the Processing Platform.
The response times (time that elapses between sending the
transaction from, and receipt of the response from the
Processing Platform) depend on various factors including
the line connection chosen, the transmission rate, the
availability of the data transmission network of the
telecommunications service provider, the availability of the
Acquirer's systems and/or of the Acquirer's authorisation
system's computer respectively.
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions
Processing
(f) Support with the Merchant's technical connection to
participate in the 3-D Secure process in accordance with § 4.
(g) The provision of reports and statistics on the payment
transactions made available to the Merchant via the Online
Tool (cf. §3 of the General Terms and Conditions of
Acceptance).
Further details about the Processing and Support Services, about
the prerequisites for using the Processing and Support Services
and about the obligations of the Merchant with respect to the
Processing and Support Services are set out in the specifications of
the Processing and Support Service. Such specifications are an
integral part of this Contract and shall be provided to the Merchant
upon request.
(2) All Transaction Details for Online Payments shall be captured using
the Processing Platform and shall be further processed via the
Processing Platform in accordance with the provisions of these
Special Terms and Conditions for Processing. Wirecard is not
responsible for the correctness of the transaction details processed
via the Processing Platform. Wirecard's sphere of services begins
and ends at the technical exchange points to and from the
Processing Platform.
§3 The Merchant's Duty to Cooperate
(1) The following shall apply in addition to the Merchant's duties agreed
in § 6 sub-clauses (10) to (27) of the General Terms and Conditions
of Acceptance:
(2) Delivery of the Transaction Details to the Processing Platform is the
Merchant's responsibility.
(3) The Merchant undertakes to ensure that the Acquirer is in a
continuous state of readiness to accept the Transaction Details via
a communications process agreed with Wirecard and that the
Transaction Details can be processed by the Acquirer and that
Wirecard receives the necessary technical and/or electronic
authorisations for communication with the Acquirer. The Merchant
must instruct the Acquirer to transmit the information required by
Wirecard in order to implement this Contract to Wirecard via a
communications process accepted by Wirecard and/or to allow
Wirecard to inspect and/or retrieve such information.
§4 Wirecard's Services and the Merchant's Obligations to
Assist when 3-D Secure is used
If the Merchant commissions the use of 3-D Secure in the Online
Application the following shall apply to Online Payments by means
of payment card:
(1) 3-D Secure is a special security process supported by the Card
Schemes (e.g. Visa, MasterCard). Its purpose is to authenticate the
use of payment cards to reduce the Merchants' risk of chargebacks
in their function as e-commerce merchants if a customer
subsequently disputes the use of the authenticated payment card.
However, it is expressly pointed out that the Merchant's risk of
chargebacks is only reduced in those cases of disputed instructions
expressly specified by the Card Schemes and if the conditions
specified by the Card Schemes are complied with ("Conditions for
3-D Secure"). Any and all return debits (chargebacks) for other
reasons are not covered by 3-D Secure.
(2) Wirecard is not the provider of the 3-D Secure process and has no
influence on the content of the Conditions for 3-D Secure. The
Merchant must independently inform itself and keep itself informed
about the Conditions for 3-D Secure. The Merchant must ensure
that any third party service providers acting on its behalf comply with
the Conditions for 3-D Secure. Wirecard accepts no liability for
proper performance of the obligations of the provider of the 3-D
Secure process
(3) Wirecard's services in accordance with § 2 sub-clause (1) ((f) above
comprise supporting the Merchant's technical connection to
participate in the 3-D Secure process by making it possible to use
the MPI (Merchant Plug-in; a software component, which supports
the Merchant System in the 3-D Secure process, particularly with
regard to enquiries made to the Card Schemes' servers) at
Wirecard and the forwarding of information between the Merchant
and the other parties involved in the implementation of the 3-D
Secure process. Wirecard provides the following services in this
regard:
(a) registration of the Merchant with the Card Schemes for 3-D
Secure by registration with the Card Schemes' so-called
Directory Server;
(b) provision of the interface specifications for technically
connecting the Merchant; and
Page 1 of 2
 Special Terms and Conditions
Processing

(c) processing and documentation of authentication

transactions in accordance with the Conditions for 3-D
Secure via the Processing Platform.

§5 Services which are not Contractually Owed

Under these Special Terms and Conditions, the settlement and
execution of the transactions are expressly not the subject matter
of Wirecard's scope of services, in particular the collection of the
corresponding transaction sums from the respective customer
account and their payment out to the Merchant or any clearing that
may be owed arising out of the Online Payments for transactions,
the transaction details of which are the subject matter of Wirecard's
processing services.

§6 Liability
The following shall apply in addition to § 4 of the General Terms and
Conditions of Acceptance:
The Merchant is responsible for delivering the details and
information, which Wirecard requires in connection with rendering
its services under the Contract and for the transmission thereof to
Wirecard - by the Merchant personally or by third parties
commissioned by the Merchant. The Merchant must ensure that
details and information are transmitted to Wirecard solely via the
routes of communication stipulated in the interface specifications.
The Merchant must ensure that the details and information
delivered and transmitted by the Merchant or by third parties
commissioned by the Merchant are correct and complete and that
the quality thereof is such that they can be processed and/or
forwarded by Wirecard in accordance with the Contract. Details
which do not fulfil these conditions shall not be processed or
forwarded. Wirecard shall not be liable for any loss of data or for
other malfunctions and damage to the extent they are due to the
fact that the Merchant has failed to observe the requirements for the
delivery of data in accordance with the interface specifications.

§7 Term of Contract
The following shall apply in addition to §12 sub-clause (6) of the
General Terms and Conditions of Acceptance:
Wirecard has the right to terminate the Contract without notice if the
Merchant offers its customers Online Payments, which are
processed in accordance with this Contract, through internet
addresses of the Merchant other than those listed in the Online
Application or otherwise approved by Wirecard.
Version 1.0.0 | Status 23.03.2018

Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524 Page 2 of 2
 Special Terms and Conditions
Risk Management

Special Terms and Conditions for Risk Management

§1 Scope of Application
(1) These Special Terms and Conditions for Risk Management
("Special Terms and Conditions for Risk Management") shall
apply to Wirecard's risk management services (hereinafter "Risk
Management Services").
(2) The Special Terms and Conditions for Risk Management apply in
addition to Wirecard's General Terms and Conditions of
Acceptance for Distance Transactions ("General Terms and
Conditions of Acceptance for Distance Transactions").
References to §§ refer to the provisions of these Special Terms and
Conditions for Risk Management, unless express reference is made
to the provisions of the General Terms and Conditions of
Acceptance or of other Special Terms and Conditions.
(3) Unless otherwise defined in these Special Terms and Conditions for
Risk Management the terms used in these Special Terms and
Conditions for Risk Management have the meanings defined in the
General Terms and Conditions of Acceptance.
(4) The Merchant is provided with access to Wirecard's Processing
Platform in accordance with § 3 and § 6 sub-clauses (10) to (28) of
the General Terms and Conditions of Acceptance for inputting and
retrieving information concerning the services under these Special
Terms and Conditions for Risk Management

§2 Risk Management Services

(1) Under these Special Terms and Conditions for Risk Management,
Wirecard shall provide the Merchant with Risk Management
Services in accordance with the services agreed between the
Parties in the Online Application.
(2) Wirecard also offers a connection to the services of other risk
management service providers via its Processing Platform, with
which the Merchant must, as the case may be, conclude additional
contracts. In any such case Wirecard's liability is limited to using
reasonable care in the selection and monitoring of the other risk
management service provider. Wirecard accepts no liability for
proper performance of the obligations of any other risk management
service provider.
(3) Wirecard's Risk Management Services do not include any payment
guarantee by Wirecard and are intended solely as a means of
providing the Merchant with additional information for the
acceptance process.
(4) Details about the content of the Risk Management Services, about
the prerequisites for using the Risk Management Services and
about the Merchant's obligations with respect to the Risk
Management Services are set out in the specifications of the
respective Risk Management Service. Such specifications are an
integral part of the Contract and shall be provided to the Merchant
upon request. Certain Risk Management Services are only
available with respect to certain countries.

§3 Data Protection and Confidentiality

Each of the Merchant and Wirecard shall comply with their
respective obligations under § 2 sub-clauses (21) to (22) together
with Appendix 1 of the General Terms and Conditions of
Acceptance regarding the processing of Personal Data as part of
the Risk Management Services.
Version 1.0.0 | Status 27.03.2018

Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524 Page 1 of 1

Special Terms and Conditions for the Acceptance of
Cards in “Card-Present Transactions"
§1 Scope of Application
(1) The Terms and Conditions for the Acceptance of Cards in Card-
Present Transactions set out below (hereinafter referred to as
"Special Terms and Conditions for the Acceptance of Cards")
shall apply to the provision of services by Wirecard on behalf of
Merchants, who offer their customers the ability to make payments
in card-present transactions (purchasing goods and/or services
face-to-face from the Merchant) by using the payment cards
(hereinafter referred to as "Payment Cards") as set out in §1 sub-
clause (1) of the General Terms and Conditions of Acceptance in
Transactions at Point-of-Sale ("General Terms and Conditions of
Acceptance"). The Special Terms and Conditions for the
Acceptance of Cards apply in addition to Wirecard's General Terms
and Conditions of Acceptance. The terms used in these Special
Terms and Conditions for the Acceptance of Cards have the same
meaning as in the General Terms and Conditions of Acceptance.
References to Clauses refer to the provisions of these Special
Terms and Conditions for the Acceptance of Cards, unless express
reference is made to the provisions in the General Terms and
Conditions of Acceptance or other Special Terms and Conditions.
§2 Subject Matter of the Agreement, Types of Contract
(1) The Merchant instructs Wirecard to process the card transactions
presented by the Merchant in accordance with the provisions of the
Contract, and to settle such card transactions and to pay the sums
underlying such card transactions out to the Merchant.
(2) The Merchant further instructs Wirecard to maintain a licence with
each relevant Card Scheme in order to enable Wirecard to perform
the Contract to the extent that such requirements are open to
influence by Wirecard and to the extent necessary in order to
provide the goods/services agreed in the Special Terms and
Conditions for the Acceptance of Cards.
§3 Prerequisites for the Acceptance of Payment Cards
(1) The Merchant may allow goods/services to be paid for by Payment
Cards in card-present sales by the holder of the Payment Cards
(hereinafter referred to as "Cardholder") in general or in individual
cases in accordance with the Contract.
(2) If the Merchant accepts card payments it undertakes to offer to sell
all goods and/or services offered by the Merchant to the respective
Cardholders for cashless payment for the same prices and upon the
same terms as are applicable to customers wishing to use another
payment method. The Merchant shall in particular not charge any
additional costs or require any security and shall not put the
Cardholder in any worse position than other customers (principle of
"no surcharge") unless any such surcharges are applied in
accordance with applicable law and regulations in the jurisdiction in
which the Merchant is based and any specific Card Regulations (to
the extent these do not conflict with applicable law and regulations).
(3) Wirecard hereby draws the Merchant's attention to the fact that,
providing the Merchant complies with the above Terms and
Conditions (in particular, sub-clause (2) above) and complies with
MasterCard's Card Regulations, the Merchant may charge
Surcharges of differing amounts for MasterCard Cards. The terms
and conditions of the MasterCard Regulations (showing the
interchange fees etc.) as applicable from time to time in this regard
can be inspected on MasterCard's Internet page at
www.mastercard.com. Wirecard shall provide further information on
this upon request.
(4) The Merchant is not authorised
(a) to set a minimum amount below which it will not allow a
Cardholder to make a payment using their Payment Card, or
(b) to accept the Payment Cards for paying back a previously
granted loan or a cash payment made by the Merchant.
(c) When accepting Payment Cards the Merchant must require
the Cardholder to present an official document as proof of
his/her identity (personal identity card, passport etc.) if:
Version 1.0.0 | Status 27.03.2018
(d) "retain card" or a synonymous notice appears on the display
of the Terminal or the Merchant has been requested via the
Terminal to check the Cardholder's identity;
(e) the Merchant suspects that the Payment Card presented has
been forged or falsified or has not been authenticated by the
legitimate Cardholder (e.g. because the signature on the
Payment Card presented does not match the Cardholder's
signature or the Payment Card has not been signed on the
reverse or the signature line for the Payment Card has
evidently been damaged);
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions
Acceptance of Cards in “Card-Present Transactions”
(f) the card number or the expiry date of the Payment Card on
the electronically produced payment voucher does not
match the corresponding details on the Payment Card
presented;
(g) the four digit number under the card number on the face of
the Payment Card is missing or does not match the first four
numbers of the card number;
(h) the signature provided by the Cardholder does not match the
signature on the Payment Card presented; or
(i) the Cardholder does not match any photo there may be on
the Payment Card.
If the name on the Payment Card does not match the name in the
Cardholder's ID, payment using the Payment Card must be denied;
the same applies if the Cardholder's identity cannot be ascertained
beyond doubt. In such cases the Merchant must notify Wirecard by
telephone without undue delay and, if possible, before returning the
Payment Card to the Cardholder. If Wirecard so instructs or if one
of the above-described cases is given or it would appear that there
is an attempt at fraudulent use of the Payment Card, the Merchant
must, if possible, retain the Payment Card.
(5) If the Merchant has undertaken in the Contract to enable customers
to make payments using MasterCard Cards the Merchant must
accept all MasterCard Cards for payment in card-present
transactions (hereinafter referred to as "Honor-All-Cards Rule").
The same applies mutatis mutandis for the acceptance of VISA
cards with regard to the categories "Consumer Immediate Debit
Cards", "Consumer Deferred Debit and Credit Cards" and
"Commercial Cards". The Honor-All-Cards Rule does not oblige the
Merchant to accept Maestro or V-Pay cards.
(6) Irrespective of the provision to make changes under §2 sub- clause
(5) of the General Terms and Conditions for the Acceptance of
Cards Wirecard shall be entitled to amend or supplement the above
Terms and Conditions for the acceptance of payment (§3 sub-
clauses (1) to (6)) with immediate effect by written notice to the
Merchant if Wirecard considers such amendments to be necessary
due to fraudulent practices or such amendments have become
necessary because of requirements of any Card Scheme.
§4 Duties when Accepting Card Payments, Merchant
Categories, Credit Entries to the Credit of the
Cardholder
(1) The Merchant is entitled to conclude card acceptance agreements
with other payment processors and/or acquirers unless the
Merchant has expressly undertaken in the Contract to cooperate
with Wirecard exclusively.
(2) All transactions shall be processed using a Terminal approved by
Wirecard and by indicating the merchant category allocated by
Wirecard to the Merchant (“Merchant Category Code” or “MCC”).
Terminals, which have not been approved, may be used for
accepting Payment Cards only with Wirecard's prior written
consent. Wirecard shall grant such consent only if the Merchant and
Wirecard agree a binding migration plan to migrate to approved
Terminals. The processing of transactions shall be effected either
by means of an authorisation at Wirecard initiated online through
the Terminal or – provided the Payment Card issuer has embedded
a corresponding function in the Payment Card's EMC chip – it can
be effected offline in the chip. Wirecard does not accept any liability
under the Contract for the proper functioning of the Terminal used,
even if the Terminal is an approved Terminal.
(3) The Merchant may only present transactions for settlement where
the prerequisites in § 3 are met.
(4) The Merchant may give refunds arising out of card transactions
(hereinafter referred to as "Credits") only if the original card
transaction is cancelled. If the card transaction has not yet been
presented to Wirecard the Merchant must cancel the authorisation
request using the method of communication approved by Wirecard.
If the card transaction has already been presented for settlement
and subsequently cancelled, the Merchant must process any
Credits arising out of such transactions by crediting the funds back
to the Payment Card. In such circumstances, the Merchant must
initiate the Credit on the card account via Wirecard. Wirecard shall
reverse the transaction, i.e. charge back the amount. The Merchant
must create an electronic data set for the Credit via the Terminal in
accordance with the operating instructions. In addition the Merchant
must electronically draw up a credit note with the card details and
the amount of the Credit, which must be handed over to the
Cardholder in the way desired by the Cardholder. The Merchant
must present the Credit to Wirecard within two (2) Business Days
of having cancelled the card transaction. If it is technically not
possible to create an electronic data set for the Credit the Credit
Page 1 of 5

must be paid by issuing and presenting a credit slip. The credit slip
must be completed in full and signed by the Merchant. The
Merchant must present the slip to Wirecard within five (5) Business
Days following its issue.
(5) Irrespective of the provision to make changes under § 2 sub- clause
(12) of the General Terms and Conditions for the Acceptance of
Cards, Wirecard shall be entitled to amend or supplement the above
processing principles (§4 sub-clauses (4) to (5)) with immediate
effect by written notice to the Merchant if Wirecard considers such
amendments to be necessary or expedient due to fraudulent
practices or if such amendments have become necessary due to
the requirements of any Card Scheme.
§5 Authorising and Processing the Card Transactions
(1) Each card transaction always requires online authorisation from
Wirecard regardless of its amount (hereinafter also referred to as
"Authorisation"). The Merchant is therefore obliged to have each
card transaction authorised before carrying out the transaction.
(2) When the Merchant makes its Authorisation request the Merchant
must transmit all of the data requested by Wirecard. If Authorisation
for the transaction is granted, Wirecard shall notify the Merchant of
an authorisation number. The Merchant has no claim against
Wirecard that an authorisation number be granted and Wirecard
may, exercising its own discretion, refuse the Authorisation on the
basis of a - possibly standardised - risk assessment or, as the case
may be, to make the Authorisation dependent on a measure by the
Merchant to limit the risk.
(3) If the Merchant, through its Terminal, is requested by Wirecard to
obtain an authorisation number by telephone, the Merchant must
promptly comply with this request. If Wirecard or any Card Scheme
make the issue of an authorisation number conditional on prior
security conditions, particularly ascertaining the identity of the
customer, the Merchant must implement such measure and, as the
case may be, prove it to Wirecard. The Authorisation is given
subject to the condition precedent that the security measure is
implemented by the Merchant. If an authorisation number is issued
by telephone the Merchant must enter this number in its Terminal
so that an electronic voucher can be issued.
(4) By issuing the authorisation number, Wirecard confirms that at the
time of the Authorisation and according to the information from the
Payment Card issuer, use of the Payment Card is not restricted
under the scope of this Contract, the Payment Card has not been
declared invalid on any blacklist of any Card Scheme or similar lists
or other notices and that the transaction amount is within the
transaction limit. The authorisation number does not include an
undertaking to pay. In particular Wirecard remains entitled to charge
back a card transaction if the conditions for chargebacks under this
Contract are met.
(5) The Merchant may not divide the total invoice amount of a
transaction into several amounts and have them separately
authorised.
(6) If there is a disruption in the online transmission via the Terminal
and therefore with an online Authorisation within the meaning of
sub-clause (1) above, Payment Card transactions can be settled
only in exceptional cases. In the event that online transmission is
disrupted or if the card limit is exceeded, the Merchant can ask
Wirecard for an authorisation number by telephone and enter this
number into the Terminal immediately after it has been issued in
order to create a proper payment voucher.
(7) The Merchant must issue a payment voucher for all card
transactions by means of the Payment Card presented and the
Terminal, and such payment voucher may not be subsequently
changed. The card number, the period of validity of the Payment
Card and, as the case may be the name of the Cardholder must be
transferred (in full and legible text) to such payment voucher and
the total invoice amount as well as the date of the transaction and
voucher, company name, address and Merchant number,
authorisation number as well as the transaction currency symbol
must be noted. The debit voucher intended for the Cardholder and
on which the first 12 numbers of the card number are to be rendered
unrecognisable by means of the character "*" or "x", must be
handed to the Cardholder in the way desired by the Cardholder.
Version 1.0.0 | Status 27.03.2018
(8) If an EMC card is presented and the Terminal is EMC-enabled, a
chip transaction must first be instigated. The magnetic strip is to be
used only in the event of a defect in the chip. The card details may
be entered into the Terminal manually only for subsequently
registering transactions in accordance with the provisions of the
Contract.
(9) Payments by means of Maestro and V-Pay Payment Cards must
only be accepted through requiring the Cardholder to enter the PIN
number on the Terminal.
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions
Acceptance of Cards in “Card-Present Transactions”
(10) For card transactions where the exact amount of the transaction is
not known in advance, the Merchant must inform the Customer of
the exact amount to be blocked on the Customer's payment account
at the time of the transaction.
§6 Presentment of the Card Transactions
(1) The Merchant shall electronically transmit the complete data to
Wirecard, particularly the card number, expiry date, authorization
number, total invoice amount and Merchant number of all
transactions for which it has received Authorisation and shall do so
in a processable data set within a maximum of two (2) Business
Days as of the date of the card transaction. The Merchant shall
transmit only transactions which do not breach the stipulations of
this Contract to Wirecard for settlement.
(2) In the event of any disruption under § 5 sub-clause (6) the Merchant
shall present the card transaction to Wirecard electronically via the
Terminal stating the authorisation number as soon as the technical
disruption has been rectified. If this is not possible within two (2)
working days the Merchant shall agree an alternative form of
submission with Wirecard.
(3) The Merchant undertakes not to present any card transactions for
settlement under any Merchant ID numbers other than those
allocated to the Merchant by Wirecard. The Merchant must settle
transactions within a particular distribution channel using the
respective Merchant ID number allocated by Wirecard for this
distribution channel.
(4) The Merchant shall present a card sale or a transaction effected by
the Cardholder to Wirecard only once for settlement. In the event
that the Merchant has concluded other card acceptance
agreements with other payment processors and/or acquirers in
addition to this Agreement, the Merchant shall without exception
only ever present one same card transaction to one payment
processor/acquirer in each case for settlement (hereinafter referred
to as "Prohibition of Multiple Presentments"). Upon request the
Merchant shall provide Wirecard with proof that each card
transaction presented was based on a legal transaction with the
Cardholder that was permitted under the Contract and in an amount
that corresponds to the presented card transaction.
(5) The Merchant shall not present a card transaction until the goods
or services underlying the card transaction have been delivered or
provided to the Cardholder or recipient of the goods/services, or the
Cardholder has agreed to an advanced debit or a recurring debit on
the Payment Card. Upon request by Wirecard the Merchant must
prove that the above conditions are met.
§7 Payout Claims, Assignment of Claims
If all of the conditions mentioned in the following § 7 sub-clause (1)
to (19) are met, Wirecard undertakes - subject to the provisos in §
7 sub-clause (1) - to pay out to the Merchant the amounts resulting
from the card transactions presented. There shall be a right to
payment out only if all of the conditions precedent set out under § 7
sub-clauses (1) to (19) are met:
(1) The acceptance of the Payment Card as the means of payment was
permitted under § 3 and at the time when the transaction was
presented the Merchant had no knowledge that the Payment Card
had been declared invalid by means of blacklists or other notices;
(2) The requirements under § 3 to § 6 have been met;
(3) The Merchant requested and received an authorisation number for
the card transaction from Wirecard and recorded it on the debit
voucher electronically before presenting the card transaction and
the transaction data was presented in accordance with the
provisions of the Contract, particularly§ 6, in particular the Merchant
has not yet presented the card transaction concerned to Wirecard
or to another payment processor and/or acquirer, with whom the
Merchant has concluded a contract regarding the acceptance of
cards (cf. the Prohibition of Multiple Presentments, § 6 sub-clause
(4));
(4) The Payment Card was physically presented and was signed by the
Cardholder;
(5) The Cardholder is identical to any photograph that may be on the
Payment Card;
(6) The card number was not entered into the Terminal manually; the
card number can be entered manually in the event of a disruption
in the online transmission and in exceptional cases after consulting
Wirecard by telephone, providing manual entry is technically
possible. If manual entry is technically possible, it must be ensured
that in doing so additional manual payment vouchers are created
with an impression of the Payment Card and with all of the above
details as well as the Cardholder's signature; after the disruption
has ended the details must be entered into the Terminal from the
manually created payment vouchers and transmitted to Wirecard;
Page 2 of 5

(7) The transaction date (date when the voucher is signed) falls within
the Payment Card's period of validity;
(8) The period between the date of requesting Authorisation (day on
which the authorisation code is allocated) and the date of
performance (day on which the goods are sold or on which the
service is rendered) (hereinafter referred to as the "Date of
Performance") does not exceed seven (7) calendar days at the
most;
(9) No manipulation or fraudulent use of the Payment Card was
discernible, in particular the Payment Card has not discernibly been
altered and/or made illegible;
(10) The Merchant has ascertained that the card details recorded
through the Terminal on the debit voucher tally with the details on
the Payment Card;
(11) The total amount of goods/services sold and/or provided, which in
the case of a cash transaction would have been settled in one
amount, has not been divided into several transactions;
(12) All sale details have been forwarded to Wirecard correctly,
completely and within two (2) days of the Date of Performance;
(13) The sale is made out in a contractually agreed transaction currency;
(14) The Merchant has made its general terms and conditions of
business easily accessible to the Cardholder so that it is possible
for the Cardholder to become aware of all of the essential terms and
conditions (particularly his rights such as e.g. the right of
cancellation or right of return and any restrictions of use) which are
required in order to be able to make a proper decision on the
purchase of the goods/ services concerned;
(15) A debit voucher has been issued by a Terminal and handed to the
Cardholder in the way desired by the Cardholder. The voucher
contains the card details in full and legible text. In particular, this
includes the card number and period of validity, as well as the total
invoice amount, transaction date, company name, address and
telephone number of the Merchant;
(16) The card transaction has been settled via an EMV-enabled
Terminal and, if required, the Cardholder has entered the correct
PIN. Only if the Cardholder does not use an EMV-capable Payment
Card do the above conditions not need to be met;
(17) The Cardholder has by his/her signature confirmed the total invoice
amount in the presence of a representative of the Merchant and the
signature on the voucher or on the respective signature strip in the
Terminal corresponds to the signature on the Payment Card
presented. The Cardholder's signature is not necessary if the card
transaction was effected by EMC process and the Cardholder
entered a PIN;
(18) The last four (4) digits of the card number stated on the debit
voucher and the expiry date of the Payment Card correspond to the
card number and the expiry date indicated on the front of the
Payment Card; and
(19) The Cardholder was handed a copy of the debit voucher or a copy
of the voucher of the successful confirmation of the PIN entered in
the case of an EMC card transaction, in the way desired by the
Cardholder.
(20) Notwithstanding the proviso to make changes under §2 sub- clause
2.5 of the General Terms and Conditions of Acceptance Wirecard
shall be entitled to amend or supplement the conditions for
disbursement stipulated in § 7 sub-clauses (1) to (19) with two (2)
months’ written notice to the Merchant if Wirecard considers such
amendments to be necessary due to practices of misuse or if such
amendments have become necessary due to the requirements of
any Card Scheme.
(21) If one of the conditions mentioned in § 7 sub-clauses (1) to (19) is
not met, Wirecard shall be released from its obligation to make
payment to the Merchant. Any payments which are nevertheless
made to the Merchant are made subject to any Chargeback or offset
in accordance with § 9.
(22) The Merchant hereby assigns all of its claims against the
Cardholder arising out of goods/services and which have been
created by use of the Payment Card (claims arising out of the
underlying transaction) as well as any claims against the Payment
Card issuer, which are in connection with use of the Payment Card,
to Wirecard. Wirecard accepts such assignment. The assignment
shall in each case become effective when Wirecard receives
Version 1.0.0 | Status 27.03.2018
presentment of the transaction (cf. § 6 sub-clause (1)). § 9 sub-
clause (2) remains unaffected.
§8 Fees and Charges, Reimbursement of Expenses
(1) The agreed discount (as part of the Service Charges, cf. § 8 sub-
clause (1) of the General Terms and Conditions of Acceptance) has
been calculated on the basis of the following as stated by the
Merchant at conclusion of the Contract:
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions
Acceptance of Cards in “Card-Present Transactions”
(a) the stated average transaction amount per month (total
value of all transactions in relation to the number of
transactions in a month divided by the number of
transactions);
(b) the stated average number of transactions in a month;
and/or
(c) the stated total transaction volume per month.
The circumstances underlying this calculation are an essential basis
for the Contract.
(2) Expenses for the purposes of § 8 sub-clause (2) of the General
Terms and Conditions of Acceptance shall in particular but without
limitation be all penalties, chargebacks/reverse debits (cf. § 9) or
other charges by the Card Schemes, which the Card Schemes
impose on Wirecard either directly or indirectly - as the Card
Schemes' licensee - on the basis of the Card Regulations (cf.
Clause 1), to the extent that such penalties or other charges were
caused by the Merchant's transaction or any act and/or omission of
the Merchant and were charged on the basis of the Card
Regulations. Wirecard shall particularly be entitled to charge special
charges by the Card Schemes, e.g. for registration in special vendor
programmes, on to the Merchant. If, due to breaches of contract by
the Merchant, it has to be assumed that such breaches will lead to
penalty charges by the Card Schemes, for which the Merchant has
to reimburse Wirecard the expenses and/or, from and against which
it must indemnify Wirecard, Wirecard may demand a payment in
advance in the amount of the prospective penalty charge.
(3) Wirecard shall additionally issue separate monthly reports, in which
the charges and interchange fees for the transactions presented by
the Merchant are indicated separately and broken down according
to each Card Scheme and each type of card used (e.g. VISA
Commercial Card, VISA Consumer deferred debit and credit cards,
MasterCard Debit Card transactions etc.).
§9 Chargebacks
(1) Any obligation on the part of Wirecard to make payments to the
Merchant pursuant to § 7 shall lapse in the event that one of the
conditions set out in § 7 is not met or is not met in full and if the
corresponding amount of the card transaction (card transaction
amount) has been charged back to Wirecard by the Payment Card
issuer ("Chargebacks").
(2) If in the case of § 9 sub-clause (1) Wirecard nevertheless makes
payments, Wirecard can, within eighteen (18) months of the
payment date, require that such payments be refunded or that such
payments be offset against its own obligations to give payment
instructions owed towards the Merchant (hereinafter also referred
to as "Chargeback"). This applies to the Chargeback plus the
service charges that accrue for a Chargeback. In the event of any
Chargeback Wirecard shall be entitled to charge back the card
transaction amount already paid to the Merchant plus the service
charge incurred for the Chargeback Fee to the Merchant in
accordance with the stipulation of this Contract and to offset them
against other due claims of the Merchant.
(3) In the event of any Chargeback under this § 9 reassigns the
Merchant's claim against the Cardholder which underlies the
Chargeback back to the Merchant (cf. § 7 sub-clause (22)) upon
complete satisfaction of the corresponding Chargeback claim by the
Merchant. The Merchant hereby accepts such reassignment. The
Merchant does not have any right to reassignment of the service
charge which accrued for the transaction concerned because
Wirecard has rendered the service paid for.
(4) Wirecard can make a Chargeback under § 9 sub-clause (2) if the
Cardholder does not recognise a debit and demands cancellation
of the debit on his/her Payment Card account held at the bank that
issued the Payment Card or refuses to make payment and within
six (6) months after his/her Payment Card account has been
debited or after the goods/services have been rendered to the
Cardholder the Cardholder declares in writing that:
(a) he/she has not given any instruction to pay using his/her
8Payment Card or has not done so in the amount debited
from him/her;
(b) the goods/services were not rendered at all or not to the
agreed delivery address or at the agreed time;
(c) the goods/services did not correspond to a description
which existed at the time of purchase or that the Cardholder
has returned the goods to the Merchant or has cancelled the
agreement or the goods/services; or
(d) the delivery received by the Cardholder was defective or
damaged,
unless in the cases of (b) to (d) the Merchant proves proper
performance within fourteen (14) days of the corresponding
Chargeback. The above-mentioned proof for the avoidance of a
Page 3 of 5

Chargeback is not possible if the transaction amount is less than
EUR 10.00.
(5) The Merchant is under a duty to pay back the payment amount if
the underlying transaction between the Merchant and the
Cardholder is void or has been cancelled by revocation, avoidance
or termination by the Cardholder.
(6) If the proportion of Chargebacks arising out of card transactions at
the Merchant exceeds 1% of the number of such transactions (only
debits; no credits) or 2% of the total transaction volume (hereinafter
referred to as "Limits") over a period of one (1) month, Wirecard
shall immediately notify the Merchant thereof.
(7) In the event that the Limits mentioned in § 9 sub-clause (5) are
exceeded and any Card Scheme therefore imposes penalty
charges on Wirecard for excessive chargeback rates (“Excessive
Chargebacks”) the Merchant shall, upon first demand, fully
indemnify Wirecard against such penalty charges and pay such
penalty charges. Wirecard shall, at any time upon request, provide
the Merchant with a list of the offences incurring penalty charges
and the amount of the penalty charges. Wirecard may allow the
Merchant the possibility of negotiating, or suchlike, with the Card
Scheme prior to payment of the penalty charges by the Merchant
but is not obliged to do so. This shall be without prejudice to the
Merchant's obligation to reimburse Wirecard for any other
expenses, which Wirecard incurs whether directly or indirectly
under this sub-clause or otherwise in connection with the
performance of this Contract, in accordance with the provisions of
this Contract or to indemnify Wirecard from and against such
liabilities.
(8) When calculating the proportion of the Chargebacks, account shall
also be taken of those transactions/transaction amounts where the
Merchant issues credits to the Cardholder before a Chargeback is
made so as to avoid such Chargeback and thereby not to exceed
the Limits mentioned in § 9 sub-clause (6). This is always to be
presumed if the Credit is issued after Wirecard has received a query
from the Payment Card issuer regarding a transaction and has
forwarded such query to the Merchant for clarification.
(9) The provisions of this § 9 shall continue to apply for a further period
of eighteen (18) months following the termination of the Contract.
Wirecard's rights to impose Chargebacks on the Merchant are not
limited by the issue of the authorisation number by Wirecard.
§ 10 Preclusion of the Right to Object, Objections resulting
from the Transaction with the Cardholder
If a Chargeback has been lawfully made under § 9, any further
claims and any objections by the Merchant against Wirecard – for
example arising out of the law governing unjust enrichment – shall
be excluded. The Merchant shall remain at liberty to turn directly to
the Cardholder in order to assert its payment claim arising out of the
underlying transaction which it concluded with the Cardholder.
§ 11 Merchant Category Codes
(1) Based on the details provided by the Merchant about his
businesses, Wirecard shall allocate the Merchant one or more
Merchant Category Codes (hereinafter referred to as "MCC"). The
allocation of the respective MCC shall be effected at Wirecard's
equitable discretion having due regard for the regulations of the
Card Schemes, particularly the requirements contained therein to
be met by merchants. Wirecard shall have the right to change the
classification at any time if and to the extent that Wirecard considers
this to be necessary due to a renewed examination of the Merchant
and having due regard for the legitimate interests of the Merchant.
Irrespective of this possibility and this right the Merchant must
advise of any change in its business activity. The Merchant vouches
for the correctness of the details provided at the beginning and
during the term of the Contract. The Merchant is under an obligation
to present transactions only within the MCC allocated by Wirecard.
§ 12 Payment Card Industry Data Security Standards
(1) The Merchant undertakes to comply with the provisions of the Card
Regulations as applicable from time to time and the general
procedural requirements, particularly to comply with all of the
Version 1.0.0 | Status 27.03.2018
technical, procedural, security and other requirements. In this
regard the Merchant undertakes to comply with the requirements of
the Payment Card Industry Data Security Standard (PCI DSS) and
to prove compliance therewith in an appropriate manner to Wirecard
upon request. Further information on this will be provided to the
Merchant by Wirecard in writing and can be found e.g. at
www.pcisecuritystandards.org. If necessary, the Merchant shall
register with the Card Schemes and, as the case may be, become
certified. If certified, the Merchant shall regularly, but at least
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524
Special Terms and Conditions
Acceptance of Cards in “Card-Present Transactions”
annually, send Wirecard a copy of the certificate without being
asked to do so. The cost of certification shall be borne by the
Merchant.
(2) In the event of any unauthorised access or attempt to access its
computer systems pertaining to cards or in the event of any possible
unauthorised use of card data the Merchant shall be obliged to
notify Wirecard without undue delay and at its cost to introduce the
necessary steps by agreement with Wirecard. Wirecard shall be
entitled to terminate the Contract with immediate effect if Wirecard
considers such measures to be inadequate.
(3) On request the Merchant shall permit Wirecard, any Card Scheme
or a third party instructed by Wirecard or by the Card Schemes to
inspect its business premises and to carry out security audits (e.g.
a PCI audit) in order to enable Wirecard to check that the provisions
of this Contract as well as the requirements of the Card Schemes
to be complied with by the Merchant are being complied with. In
doing so, checks may be made as to whether, and the extent to
which, the Merchant's organisational measures are appropriate in
accordance with the standards customary in the trade for excluding
the possibility of any fraudulent use and/or other manipulation of
any kind of the Merchant's systems. The Merchant undertakes that
it will - at its own cost - fully cooperate with and enable such
inspections/audits.
(4) The Merchant must ensure that all inspections/audits can be carried
out directly in relation to and at the business premises of the
technical service providers, other subcontractors and any third
parties acting on behalf of the Merchant in connection with the
submission and processing of card transactions.
§ 13 Special Rights of Termination for Wirecard
(1) In addition to all other rights of termination Wirecard shall be entitled
to terminate the Contract with respect to the goods/services
covered by these Special Terms and Conditions with immediate
effect if:
(a) The proportion of Chargebacks from card transactions over
a period of two (2) months (hereinafter referred to as
"Assessment Period") exceeds 2 % of the total turnover
volume or 1 % of the number of transactions (§ 9 sub-clause
(7) applies mutatis mutandis to the calculation); during the
first six (6) months after the Agreement has entered into
force the Assessment Period is reduced to one (1) month;
and/or
(b) The Merchant breaches any Material Contractual
Obligations (including but not limited to non-compliance with
the obligations stipulated in § 3 to § 6 and in § 12 as well as
the operating regulations of the Card Schemes). Such
breaches are in particular:
(i) the Merchant does not point out his general terms and
conditions of business to Cardholders in a clearly
visible manner;
(ii) if the Merchant does not present any transactions to
Wirecard for card settlement within a period of six (6)
months of the Contract having entered into force;
(iii) if the Merchant does not present any card
transactions to Wirecard for a period of six (6)
months;
(iv) if despite request by Wirecard, the Merchant does not
implement the technical and security requirements of
the card organisations, in particular the PCI DSS or
does not do so in due time;
(c) One of the Card Regulations of the Card Schemes requires
termination of the Contract between Wirecard and the
Merchant or an Card Scheme demands the termination of
the Contract; or
(d) The Merchant offers its customers the possibility of making
payment by Payment Card, which payments are settled in
accordance with this Contract, through distribution channels
of the Merchant other than those listed in the Contract or
otherwise approved by Wirecard.
(2) Wirecard can terminate the Contract – also in part in relation to
individual types of Payment Card – immediately and without notice
if Wirecard (i) ceases the settlement of card transactions for certain
types of Payment Card (e.g. MasterCard, VISA or Maestro) or (ii)
loses any licences and/or permits that are necessary to render the
performances under this Contract (e.g. software licences, licences
from the Operators). Wirecard expressly reserves the right to partial
termination only in relation to settlement with only one Card Scheme
/ certain Card Schemes (i.e. for example only MasterCard, Maestro,
VISA, Discover/Diners Club).
Page 4 of 5
 Special Terms and Conditions
Acceptance of Cards in “Card-Present Transactions”

§ 14 Processing Contactless Payments by means of

PayPass, VPay and PayWave Payment Cards
(1) The provisions of § 14 shall apply in addition to all other provisions
of the Contract solely for the processing of contactless payments by
means of Payment Cards equipped with a PayPass function
(MasterCard and Maestro) or a VPay or PayWave function (VISA)
(hereinafter both types of Payment Card are referred to as
"Contactless Cards"). In the event of any discrepancy between the
provisions of this § 14 and the other provisions of the Contract the
provisions of this § 14 shall take precedence. In all other respects
the provisions of the Contract and all of the rights and obligations
agreed therein remain unaffected.
(2) The Merchant shall then only be entitled to present transaction data
from the contactless payment transactions if this has been
expressly agreed between the parties.
(3) When a Contactless Card is produced, the card details must be
processed contactlessly by means of a Terminal approved by
Wirecard in accordance with the instructions for use for the
respective Terminal.
(4) Providing the respective transaction amount is not more than EUR
25 the Merchant shall - in derogation from the conflicting provisions
of the Contract - be entitled to dispense with obtaining the
Cardholder's signature and the entering of a PIN by the Cardholder.
If the respective transaction amount is more than EUR 25 the
Merchant's obligation to obtain a signature or to require that a PIN
be entered shall remain unaffected.
(5) If it is not possible to read out card details from Contactless Cards
- for whatever reason - the Merchant must process the
corresponding payment transaction as with Payment Cards, which
are not Contactless Cards.
(6) The Merchant must display the acceptance logos for Contactless
Cards provided by Wirecard in a clearly visible place in the till area
in addition to all other acceptance logos.
(7) The Merchant grants the Card Schemes the right to name the
Merchant's business as an acceptance point of Contactless Cards
for advertising purposes and in connection with press releases.
(8) The Merchant is obliged to accept Contactless Cards for payment
purposes for a period of at least 12 months following conclusion of
the Contract but for no longer than the term of the Agreement.
Version 1.0.0 | Status 27.03.2018

Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
www.wirecard-cardsolutions.com | Managing Directors: Tom Jennings, Thomas Kaeppner
Registration Number: 07875693 | VAT Registration Number GB127352524 Page 5 of 5

Special Terms and Conditions for the Acceptance of
Mobile Payments
§1 Scope of application
(1) The Special Terms and Conditions for the acceptance of Mobile
Payment (hereinafter: “Special Terms and Conditions
mPayment”), shall apply to the provision of payment services by
Wirecard for Merchants who offer their customers payment options
in the form of “present transactions” (purchase of goods and/or
services in one of the Merchant’s retail outlets) using the mobile
payment solutions agreed in the Online Application (hereinafter:
“Mobile Payment Methods”), from the providers agreed in the
Online Application (hereinafter: “mPayment Providers”).
(2) The Special Terms and Conditions mPayment shall apply in
addition to the General Terms and Conditions of Acceptance for
Transactions at Point-of-Sale (hereinafter: "General Terms and
Conditions of Acceptance"). The terms used in these Special Terms
and Conditions mPayment shall have the meaning as defined in the
General Terms and Conditions of Acceptance. References to §§
refer to the provisions of these Special Terms and Conditions
mPayment, except if express reference is made to provisions in the
General Terms and Conditions of Acceptance, or other Special
Terms and Conditions.
(3) In as far as the Merchant holds accounts with Wirecard for the
processing of payments via Mobile Payment Methods under this
Agreement, separate terms and conditions apply between Wirecard
and the Merchant regarding the opening and use of these accounts,
which shall be agreed separately and in addition to this Contract
when such accounts are opened.
§2 Subject Matter of the Contract
(1) The Merchant instructs Wirecard in accordance with the provisions
of the Contract to process the presented Transactions initiated by
means of the relevant Mobile Payment Method (hereinafter
“mPayment Transactions”) and to remit to the Merchant the
payments resulting from mPayment Transactions (provided
Wirecard has received such mPayment Transactions from the
relevant mPayment Provider or the service provider interposed for
the relevant Mobile Payment Method).
§3 Conditions for the acceptance of Mobile Payment
methods
(1) The Merchant may allow goods and/or services to be paid for by
Mobile Payment Methods by Customers in general or in individual
cases in accordance with the provisions of the Contract.
(2) In accepting Mobile Payment Methods, the Merchant undertakes to
offer to sell all goods and/or services offered by the Merchant to the
respective Customer for the same prices and upon the same terms
as are applicable to Customers wishing to use another payment
method. In particular, the Merchant shall not charge any additional
costs or require any security and shall not put the Customer in any
worse position than other customers (principle of "no surcharge")
unless any such surcharges are applied in accordance with
applicable law and regulations in the jurisdiction in which the
Merchant is based.
(3) The Merchant is not authorised to accept Mobile Payment Methods
as repayment of a previously granted loan or a prior cash payment
made by the Merchant.
(4) The acceptance of the Mobile Payment Methods and collection of
payment data by the Merchant may only be carried out for the
purpose of payment for the Merchant’s goods and services by the
Customer on the basis of a direct contractual relationship with the
Customer. The Merchant is not authorised to accept payments via
Mobile Payment Methods for goods or services:
(a) pursuant to § 6 sub-clause 12 of the General Terms and
Conditions of Acceptance; or
(b) that are not offered in the Merchant’s ordinary course of
business as stated in the Online Application; or
(c) that are prohibited, illegal or immoral under the laws
Version 1.0.0 | Status 04.05.2018
applicable to the Merchant, the Customer or the Merchant’s
services; this applies in particular to services associated with
gambling; or
(d) that do not comply with the relevant mPayment Provider
Terms and Conditions set out in Annex 1 a) (Alipay) and
Annex 1 b) (WeChat) of these Special Terms and Conditions
mPayment; or
(e) that include, or are associated with, instructions on the
manufacture of weapons, bombs or other explosive devices.
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
Registration Number: 07875693 | VAT Registration Number GB127352524
Managing Directors: Tom Jennings, Thomas Kaeppner
contact@wirecard.com | www.wirecard-cardsolutions.com
Special Terms and Conditions
Acceptance of Mobile Payment
(5) Mobile Payment Methods shall not be accepted as settlement for
claims which cannot be collected or as payment for bad checks.
(6) If the Customer has provided contradicting or incorrect information
to the Merchant in connection with the purchase, the Merchant shall
not accept the Mobile Payment Method as a means of payment.
This also applies if there is reason to suspect fraudulent use, in
particular if there are doubts regarding the Customer’s right to use
the Mobile Payment Method. Indications of such suspicion of fraud
shall in particular be deemed to exist if the purchasing process was
unusual (e.g. because a Customer uses more than one Mobile
Payment Method, or because the total amount of the mPayment
Transaction is split up on the Customer’s request, or because the
Customer, when the mPayment Transaction is initiated, predicts
that problems regarding acceptance of the Mobile Payment Method
may occur).
(7) Notwithstanding § 2 sub-clause 5 of the General Terms and
Conditions of Acceptance, Wirecard shall have the right, subject to
its reasonable discretion, to modify or amend the provisions in § 4
sub-clauses 1 to 4, immediately upon written notice to the Merchant
if Wirecard is of the opinion that such modifications are necessary
or expedient due to fraudulent practices, or with two (2) months'
written notice to the Merchant if such modifications become
necessary due to requirements issued by the relevant mPayment
Provider or interposed service providers via whom Wirecard
acquires the right to process payment transactions through the
relevant Mobile Payment Method.
§4 Submission of mPayment Transactions, Credit Notes
to Customers
(1) The Merchant is entitled to submit to Wirecard all mPayment
transactions for settlement through Wirecard. The Merchant is not
prevented from also concluding contracts on acceptance of the
Mobile Payment Methods agreed in the Contract with other
payment service providers, unless the Merchant has expressly
undertaken to cooperate exclusively with Wirecard.
(2) In accordance with § 6 sub-clause 10 of the General Terms and
Conditions of Acceptance, submission of mPayment Transactions
must take place via the terminals approved by Wirecard exclusively
for this purpose, via the Merchant’s cash register connected to the
Wirecard system, or via other technologies made available by
Wirecard for the purpose of submitting mPayment Transactions.
The connection method shall be agreed in the Online Application.
All mPayment Transactions must be processed fully and exclusively
via the agreed connection method (hereinafter “mPayment
Processing”).
(3) Before forwarding the respective mPayment Transaction to
Wirecard, the Merchant shall electronically record
(a) the date of the transaction;
(b) the invoice amount; and
(c) other data required for the specific Mobile Payment Method
that result from the technical specifications for the respective
Mobile Payment Method (hereinafter “mPayment
Specifications”); Wirecard will provide these to the
Merchant prior to the conclusion of the Contract, in written or
in electronic form,
(these data are jointly referred to hereinafter as “Transaction
Data”). The Merchant shall transmit the complete Transaction Data
to Wirecard via the agreed connection method and in the form
agreed with Wirecard, together with the mPayment Transaction, in
accordance with the applicable mPayment Specifications and the
provisions agreed in § 7 of the General Terms and Conditions of
Acceptance. The Merchant shall transmit the Transaction Data with
every submission of mPayment Transactions.
(4) The Merchant shall only submit for settlement mPayment
Transactions that are compliant with § 4.
(5) After an mPayment Transaction has been completed, the Merchant
must provide the Customer with a transaction receipt (in paper or
electronic form) . This receipt must contain a unique transaction
code and the minimum details required by law.
(6) The Merchant shall only initiate refunds for mPayment Transactions
(hereinafter “Credit Notes”) - provided the relevant Mobile Payment
Method allows Credit Notes - via the communication methods
approved by Wirecard. Wirecard shall refund the mPayment
Transaction. The Merchant must also provide the Customer with a
receipt for the Credit Note (in paper or electronic form).The
Merchant shall submit the Credit Note to Wirecard within two (2)
working days of cancellation of the mPayment Transaction.
(7) The Merchant shall present an mPayment Transaction to Wirecard
for settlement once only. If the Merchant has concluded agreements
for similar services with other payment service providers, the
Merchant shall only ever present the respective mPayment
Page 1 of 4

Transaction to one payment service provider for settlement. The
Merchant must provide Wirecard on request with written proof that
the mPayment Transaction presented for settlement was based on
a legal transaction with the Customer for the amount specified and
permissible under the Contract, and that the Merchant duly provided
the goods and/or services owed under such mPayment
Transaction.
(8) The Merchant may only submit an mPayment Transaction once the
relevant goods and/or services have been provided to the Customer
and/or the agreed recipient, or if the Customer has approved of a
preliminary deduction from his/her mPayment customer account
and has issued the required payment order. On Wirecard’s request,
the Merchant shall provide proof that these conditions are met.
(9) The Merchant hereby undertakes towards Wirecard that it shall not
consent to a revocation of a transaction made by a customer after
authorisation for that transaction has been received by the
Merchant. In practice, authorisation for a transaction will be
received by Wirecared almost immediately and the Merchant
agrees that it shall need to process a refund in these circumstances,
(10) Notwithstanding § 2 sub-clause 5 of the General Terms and
Conditions of Acceptance, Wirecard shall have the right, in its
reasonable discretion, to modify or amend the provisions of § 4(2)
to § 4(9), immediately upon written notice to the Merchant if
Wirecard is of the opinion that such modifications are necessary or
expedient due to fraudulent practices, or with two (2) months' written
notice if such modifications become necessary due to requirements
issued by the mPayment Provider or interposed service providers
via whom Wirecard acquires the right to process payment
transactions through the relevant Mobile Payment Method.
§5 Authorising mPayment Transactions
(1) All mPayment Transactions require online authorisation by
Wirecard (hereinafter: “Authorisation”) which Wirecard shall
transmit to the Merchant.
(2) Where the Merchant makes its Authorisation request, the Merchant
must transmit all of the data requested by Wirecard. If Authorisation
for the mPayment Transaction is granted, Wirecard shall notify the
Merchant of an Authorisation number. The Merchant has no claim
against Wirecard that an Authorisation number be granted and
Wirecard may, exercising its own discretion, refuse the
Authorisation on the basis of its risk assessment or, make the
Authorisation dependent on measures to be taken by the Merchant
to limit the risk.
(3) By issuing the Authorisation number, Wirecard confirms that at the
time of the Authorisation and according to the information from the
mPayment Provider, use of the Mobile Payment Method is not
restricted under the scope of this Contract, the use of the particular
Mobile Payment Method by the Customer has not been declared
invalid on any blacklist and that the mPayment Transaction amount
is within any relevant transaction limits. The Authorisation number
does not include an undertaking to pay and if relevant to the
particular Mobile Payment Method, Wirecard remains entitled to
charge back an mPayment Transaction if the conditions for
chargebacks under this Contract are met.
(4) Authorisations (or refusals) shall take place automatically. In the
event of a refusal, an error message will be sent to the Merchant.
(5) The Merchant acknowledges and agrees that Wirecard shall be
unable to process mPayment Transactions if the online
transmission of the Authorisation is disrupted, or if operations are
otherwise interrupted. Manual or other processing is not permitted.
(6) For mPayment Transactions where the exact amount of the
mPayment Transaction is not known in advance, the Merchant must
inform the Customer of the exact amount to be blocked on the
Customer's payment account at the time of the mPayment
Transaction.
§6 Payout
(1) The provisions set out in § 9 of the General Terms and Conditions
of Acceptance shall apply to the payout and settlement of the
payment sums resulting from the submitted mPayment
Transactions.
Version 1.0.0 | Status 04.05.2018
(2) The payment sum is the amount resulting from the submitted
mPayment Transaction made available to the Merchant by
Wirecard, less:
(a) any security required by Wirecard in accordance with § 10 of
the General Terms and Conditions of Acceptance;
(b) any Chargebacks within the meaning of § 8 that have
accrued up until the time of payout;
(c) any charges and expenses owed to Wirecard under the
provisions of the Contract; and
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
Registration Number: 07875693 | VAT Registration Number GB127352524
Managing Directors: Tom Jennings, Thomas Kaeppner
contact@wirecard.com | www.wirecard-cardsolutions.com
Special Terms and Conditions
Acceptance of Mobile Payment
(d) any other items which Wirecard is entitled to deduct in
accordance with § 9 sub-clause 1 of the General Terms and
Conditions of Acceptance.
(3) Wirecard may offset the charges, expenses and other deductions
to which it is entitled under the Contract pursuant to § 9 sub-clause
1 of the General Terms and Conditions of Acceptance against the
payment sums to be paid out to the Merchant under these Special
Terms and Conditions mPayment.
§7 Charges and reimbursement of expenses
(1) In addition to § 8 of the General Terms and Conditions of
Acceptance, the following provisions shall apply to the charges and
expenses to which Wirecard is entitled as consideration for the
provision of its services under these Special Terms and Conditions
mPayment.
(2) Wirecard shall pass on to the Merchant any special costs charged
by mPayment Providers and/or interposed service providers (for
instance costs for the registration with special merchant programs).
(3) The basis for the discounts agreed in the Online Application is the
total value per month of all mPayment Transactions specified by the
Merchant upon conclusion of the Contract or in an agreed
amendment (Transaction Volume) as well as the average
mPayment Transaction amount per month (total value of all
mPayment Transactions in relation to the number of mPayment
Transactions). The discount will in each case be calculated on the
basis of the final invoice amount of an mPayment Transaction.
(4) The expenses within the meaning of § 8 sub-clause 7 of the General
Terms and Conditions of Acceptance shall also include any
penalties or other fees from mPayment Providers and/or interposed
service providers that are imposed on Wirecard directly or indirectly,
where such penalties or fees are incurred due to the Merchant’s
mPayment Transactions or due to some act and/or omission on the
Merchant’s part.
(5) The statement of account for charges, special costs and expenses
shall be sent by email or via the communication method approved
by Wirecard. § 9 sub-clauses 3 to 5 of the General Terms and
Conditions of Acceptance shall apply.
(6) Upon conclusion of the Contract, Wirecard shall provide the
Merchant with a list of potential applicable penalties, special costs
and other fees, in written or electronic form.
§8 Chargebacks
(1) It is acknowledged that the mPayment Provider provides security in
accordance with § 10 of the General Terms and Conditions of
Acceptance. In any event, in circumstances where the mPayment
Provider charges an mPayment Transaction back to Wirecard (a
"Chargeback"), such Chargeback shall only be valid where there
has been non-compliance with the mPayment Provider's terms of
business (with regard to the type of transactions being conducted),
fraud, misuse, non-delivery of goods or other illegal action on behalf
of the Merchant. In the event of non-delivery of the products, the
Customer must provide proof of such non-delivery for the claim to
be valid. The Merchant, in such eventuality, may provide a copy of
the purchase receipt or other valid proof as evidence disproving
such claim.
(2) The Merchant must reimburse Wirecard for any payment sums paid
out to it by Wirecard, to the extent that such payment sums are
charged back to Wirecard (e.g. because the Customer has a
Chargeback claim). Wirecard may offset Chargeback claims
pursuant to sentence 1 against its own payment obligations towards
the Merchant. In the event of any such reimbursement/setoff, the
fees incurred for processing the same shall be chargeable to the
Merchant.
(3) The provisions in this § 8 continue to be valid for a further eighteen
(18) months after the termination of the Contract. Wirecard’s
chargeback rights in relation to the Merchant and the Contract shall
not be limited, including by the transmission of the Authorisation by
Wirecard.
§9 Liability, reimbursement of expenses, exclusion of
objections
(1) Liability under this Contract shall be governed by § 4 and 5 of the
General Terms and Conditions of Acceptance. This is without
prejudice to Wirecard’s further statutory claims to damages. In
addition, the provisions of this § 9 shall apply.
(2) The Merchant shall indemnify Wirecard from and against penalties
issued to Wirecard by mPayment Providers due to a breach by the
Merchant of any of its obligations under the Contract and/or the
mPayment Provider's terms of business. The Merchant shall also
indemnify Wirecard against any expenses it incurs in dealing with
Page 2 of 4

such penalties. The Merchant acknowledges and agrees that it is
irrelevant whether such penalties are justified in the relationship
between Wirecard (or the Merchant) and the mPayment Providers.
The Merchant’s duty to indemnify shall apply even if the Merchant
was unable to raise objections or defences prior to the payment by
Wirecard. .
(3) § 9(2) above shall also apply to other third-party claims against
Wirecard based on a breach by the Merchant or by a third party
employed or contracted by the Merchant of its obligations under the
Contract. Wirecard reserves its rights in respect of any other claims
it may have under the Contract or otherwise.
(4) If a Chargeback has been carried out pursuant to § 8 and § 9, any
further claims or objections on the part of the Merchant against
Wirecard shall be excluded. The Merchant shall be free to directly
contact the Customer in order to assert its payment claims from the
underlying transaction with the Customer.
(5) Wirecard shall not be liable for downtimes or other interruptions in
the operation of the relevant Mobile Payment Method.
(6) Wirecard shall not be liable for errors during the processing of
mPayment Transactions caused by an mPayment Provider or by a
service provider interposed for the relevant Mobile Payment Method
and such entities are not acting as agents of Wirecard.
§ 10 Technical connection, Merchant Account ID
(1) All payments to be processed under this Contract shall be recorded
via a connection from the Merchant to Wirecard’s technical platform
(hereinafter: “Processing Platform”), and shall be processed via
the Processing Platform in accordance with the provisions of the
Contract. The Merchant’s connection to the Processing Platform
may be implemented via various interfaces, e.g. an API interface,
direct cash register integration or a cash register integration via
software provided by Wirecard (hereinafter jointly referred to as
“Interfaces”).
(2) If required for the technical connection, the Merchant undertakes to
carry out and ensure during the term of this Contract, programming,
configuration and implementation of the Merchant system
Interfaces and/or installation of the software provided by Wirecard,
subject to the Interface specifications and/or installation instructions
provided by Wirecard, such that the Merchant’s system complies
with the requirements for the connection to the Processing Platform
via the Interfaces (hereinafter: “Connection Requirements”).
(3) Wirecard shall provide the Merchant with the Interface
specifications in good time. If required for the technical connection
(for instance in the event of direct cash register integration), the
Merchant undertakes to implement in good time all changes,
modifications and other developments to the Interface
specifications which Wirecard shall provide to the Merchant in
writing and in good time, usually no less than six (6) weeks prior to
their effective date.
(4) The Merchant acknowledges and agrees that its compliance with
the Connection Requirements is necessary for the performance by
Wirecard of the services under the Contract.
(5) Supply of Transaction Data to the Processing Platform (via the
relevant Interface) shall be the Merchant’s responsibility. The
Merchant shall ensure that the Transaction Data supplied to
Wirecard is correct and complete, has a processable format in
accordance with the requirements of the Interface Specifications,
complies with any other technical process requirements stated by
Wirecard, and is supplied and/or submitted with the relevant
Merchant’s number (hereinafter “Merchant Account ID”).
(6) If necessary for the functioning of the technical connection, the
Merchant shall be provided via the Interface with the technical
capability and rights to access the Processing Platform via a
telecommunication connection (internet). However, the Merchant
shall not be granted any rights in excess of that which is strictly
necessary, in particular rights relating to Interface information, to
the software applications on which the Processing Platform is
based, or to the software.
(7) The programming work required for the connection to the
Processing Platform shall not be covered by the Contract, and shall
be the Merchant’s sole responsibility. If requested by the Merchant,
Wirecard may provide additional customer services support to the
Version 1.0.0 | Status 04.05.2018
Merchant with regard to the connection to the Processing Platform
for an additional fee and subject to a separate agreement.
Availability of the Processing Platform, support services
(8) Subject to the provisions of this sub-clause (8), Wirecard shall make
the Processing Platform available to the Merchant for the
processing of Transactions 24/7, with an availability rate of no less
than 99%, except if the Parties agree otherwise. However, Wirecard
reserves the right to restrict or suspend availability of the
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
Registration Number: 07875693 | VAT Registration Number GB127352524
Managing Directors: Tom Jennings, Thomas Kaeppner
contact@wirecard.com | www.wirecard-cardsolutions.com
Special Terms and Conditions
Acceptance of Mobile Payment
Processing Platform temporarily, entirely or in part, at all times
acting reasonably , provided that Wirecard considers such
suspension or restriction necessary - including, without limitation,
maintenance work, adaptations, modifications and amendments of
software applications, measures to detect and eliminate
malfunctions and restrictions due to specific risks of fraud. Such
interruptions and impairments to the availability of the Processing
Platform shall, to the extent possible, be notified to the Merchant in
advance and in instances of the events listed above shall not be
included for the purposes of the availability rate of no less than 99%.
Wirecard shall not be liable for interruptions caused by
telecommunication services and/or internet providers during the
establishment of the connection to the Processing Platform (for
instance due to line overloads).
(9) Wirecard shall provide the Merchant with support services. Service
times are Monday to Friday (except UK national or German national
or local Bavarian bank holidays), between 9:00 a.m. and 6:00 p.m.
local German time. The Merchant shall send any support inquiries
by e-mail to the following address: support@wirecard.com.
Deviating service hours and agreed reaction times, if any, shall be
set out in a separate service level agreement. Support services
shall cover the elimination via remote maintenance of all
malfunctions caused during the proper use of the Processing
Platform. The Merchant shall be available during the necessary
hours and to the necessary extent to carry out the work to eliminate
malfunctions, and shall observe and comply with Wirecard’s
directions and instructions regarding the analysis of the problem
and the elimination of the defect. The Merchant cannot request that
a technician and/or Wirecard employee be sent to work on site.
(10) During the term of this Contract, Wirecard shall service the
Processing Platform either itself or through a third party. The
Merchant shall be solely responsible for carrying out any support or
maintenance required to its own systems so that it is able to meet
the requirements of the Interface Specifications.
(11) Wirecard shall at all times have the right, without the Merchant’s
consent, to change the software on which the Processing Platform
is based (updates and/or new releases), or to have such changes
carried out. Wirecard shall design such changes in a manner that
ensures that the Merchant will not be negatively affected by such
changes with regard to the contractual services.
(12) Servicing and support going beyond Wirecard’s obligations under
this Contract shall be agreed and charged separately to the
Merchant.
Scope of the Merchant’s rights, duties of care
(13) Wirecard grants the Merchant a non-exclusive and non-transferable
right to access the Processing Platform in accordance with the
provisions of this Contract and subject to such right being restricted
to:
(a) that which is required by the Merchant to receive the services
under this Contract (e.g. activiation, display and running of
Transactions on the Merchant's severs, inspection, retrieval
and storing of information that is essential to the Contract);
and
(b) the term of this Contract.
(14) The Merchant shall not have the right to grant delegate rights of
usage or access to the Processing Platform, unless Wirecard has
given its express prior written consent to usage by a named third
party as requested by the Merchant. The Merchant shall not be
granted any rights in excess of those set out in this sub-clause (13).
(15) All trademark rights, copyrights and other rights to the Processing
Platform (including design and layout of the relevant websites) and
the software/source codes on which they are based shall remain
with Wirecard or the licensors respectively. The Merchant shall not
have the right to copy, entirely or in part, or to otherwise reproduce,
modify, process/edit, reverse engineer and/or decompile, make
accessible or disclose to third parties or otherwise use for purposes
other than the contractual use the Processing Platform’s software
application and/or its content and/or design and layout of the
relevant websites, including the associated documentation and
specifications as well as the software/source codes on which they
are based, except with Wirecard’s express prior written approval.
However, the Merchant shall have the right to reproduce a code or
to translate a code form if this is necessary in order to obtain the
required information to create interoperability of the software with
the Merchant’s system and provided that (a) the Merchant has not
already been provided with the required information; and/or (b) the
Merchant collects and uses the information only for the purposes
set out in this sub-clause (14)
(16) The Merchant shall not attempt, itself or through unauthorised third
parties, to retrieve information or data from the Wirecard systems
Page 3 of 4

without authorisation or to interfere with programs operated by
Wirecard, or to allow such unauthorised interference, as well as to
access or attempt to access the Wirecard data networks without
authorisation.
(17) The Merchant shall notify Wirecard without undue delay as soon as
it becomes aware of any potential infringements on intellectual
property rights.
(18) Upon termination or expiry of the Contract, the Merchant shall
immediately cease using the Processing Platform and the Online
Tool, and shall return to Wirecard the Interface Specifications as
well as any other documentation and specifications, including all
copies, or, if this is not possible, permanently delete or destroy
them.
§ 11 Advertising and marketing
(1) The Merchant is obliged to display in a clearly visible manner in its
checkout area the trademarks/logos/other distinctive signs which
advertise the possibility of using Mobile Payment Methods.
(2) If the Merchant carries out direct mail campaigns or other forms of
advertising, the Merchant must ensure it complies with all applicable
law and the relevant signs and logos may only appear in connection
with payment details or payment information, and never on the first
page of any such direct mail. Should such direct mail campaigns
only be directed to the user of one Mobile Payment Method, such
direct mailing campaigns must include an express statement that
the relevant mPayment Provider is not responsible for the relevant
offers, and does not endorse them. Prior to sending the first copy of
a direct mailing, the specific design of such direct mailing and/or
advertising must be approved by the relevant mPayment Provider.
The above provision shall also apply for mailing campaigns via e-
mail.
(3) If an mPayment Provider requests, directly or via Wirecard, that the
Merchant stops using the relevant trademarks/logos or that the
Merchant's use is adjusted to meet the requirements of the
mPayment Provider, the Merchant shall comply with such request
without undue delay and at its own costs.
(4) The mPayment Provider’s logo and content must only be used for
the purpose of indicating acceptance of the relevant Mobile
Payment Method as a method of payment by the Merchant, unless
otherwise authorised. The Merchant shall ensure that it presents an
accurate description of the mPayment Provider’s services.
§ 12 Duty to disclose information, audits
(1) On request, the Merchant shall permit Wirecard, the mPayment
Providers or a third party (instructed by Wirecard or the mPayment
Providers) to inspect its business premises in order to enable
Wirecard to check that the provisions of the Contract and the
requirements of the relevant mPayment Provider, in particular the
mPayment Provider Terms and Conditions, are being complied
with. In doing so, checks may be made to verify whether and to what
extent the Merchant’s organisational measures are appropriate in
terms of protecting against fraudulent use and/or any manipulation
of the Merchant’s systems. The Merchant undertakes to enable and
fully cooperate in such inspections at its own expense. Moreover,
the Merchant must also enable and fully cooperate at its own
expense in any security audit carried out by the mPayment
Providers or a third party commissioned by the latter.
(2) The Merchant must ensure that all such audits can also be carried
out in relation to, and at the business premises of, technical service
providers, other subcontractors and agents whom the Merchant has
contracted with in connection with the submission and processing
of mPayment Transactions.
§ 13 Special Rights of Termination for Wirecard
(1) Supplementing § 11 sub-clause 3 of the General Terms and
Conditions of Acceptance, Wirecard shall have an extraordinary
right of immediate termination without notice if
Version 1.0.0 | Status 04.05.2018
Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
Registration Number: 07875693 | VAT Registration Number GB127352524
Managing Directors: Tom Jennings, Thomas Kaeppner
contact@wirecard.com | www.wirecard-cardsolutions.com
Special Terms and Conditions
Acceptance of Mobile Payment
(a) the proportion of Chargebacks from mPayment Transactions
over a period of two (2) months (hereinafter “Assessment
Period”) exceeds two percent (2%) of the transaction
volume or one percent (1%) of mPayment Transactions;
during the first six (6) months after the Contract comes into
force, the Assessment Period shall be reduced to one (1)
month; or
(b) the Merchant breaches any material contractural obligations
(including but not limited to non-compliance with the
obligations stipulated in § 3 and § 4 of these Special Terms
and Conditions mPayment, and the obligations stipulated in
§ 6 and § 7 of the General Terms and Conditions of
Acceptance. Such breaches shall in particular be deemed to
have occurred in the following circumstances:
(i) if the Merchant submits to Wirecard transactions by
third parties (so-called third-party processing);
(ii) if the Merchant does not draw its Customers’ attention
to its general terms and conditions of business in a
clearly visible manner, for instance in its checkout
area;
(iii) if the Merchant fails to clearly draw attention in its
checkout area or on its website to the mPayment
Providers’ trademarks that are to be used;
(iv) if the Merchant does not submit any mPayment
Transactions to Wirecard within a period of three
months of the Contract coming into force;
(v) if the Merchant submits no or only negligible
mPayment Transactions (in terms of the number of
mPayment Transactions and the transaction volume)
to Wirecard over a period of three months.
Transactions shall be deemed negligible if the actual
number of mPayment Transactions or the actual
mPayment Transaction volumes fall short of the
Merchant’s forecast figures by more than seventy-five
percent (75%); or
(vi) if, despite a request from Wirecard, the Merchant fails
to implement the technical and security requirements
of Wirecard or the mPayment Providers, or fails to do
so in a timely fashion.
(2) Wirecard shall have the right to terminate this Contract - in full or in
part with regard to individual Mobile Payment Methods - upon one
(1) month’s notice (extraordinary right of termination)
(a) if Wirecard ceases processing mPayment Transactions for
specific Mobile Payment Methods; or
(b) if Wirecard loses any licenses and/or permits required for
rendering performance under the Contract (e.g. software
licenses, licenses from mPayment Providers); or
(c) if an mPayment Provider requires termination of the Contract
between Wirecard and the Merchant.
(3) Wirecard expressly reserves the right to partial termination of the
Contract with regard to specific Mobile Payment Methods, in
accordance with this § 13.
I hereby accept the above terms and conditions:
Place, Date
Signature
Page 4 of 4
 Annex 1
Goods and Services prohibited to be used
through Alipay services

Illegal political audio-visual products and publications

Illegal reactionary cards and program channels
State secret documentations and information, etc.
Pornographic and vulgar audio-visual products/publications
Pornographic and vulgar erotic services
Pornographic and vulgar cards and program channels
Other pornographic and vulgar articles or services
Gambling tools
Private lottery
Gambling/gaming service
Narcotics
Narcotic-taking tools
Weapons of all types, (including military weapons/firearms and accessories), simulation weapons, ammunitions and explosive
Controlled instruments (such as dagger) which would potentially be used as an assaulting tool or weapon
Illegally obtained proceeds or properties as result of crime
Poisonous articles and hazardous chemicals
Anesthetic and psychotropic medicine
Any service or device which provide fetal gender analysis
Aphrodisiac
Credit card cashing service
Foreign-related matchmaking service
Hacking-related
Malware
Other software services which jeopardize Alipay or any of its Affiliates or related party.
Certificate issuing and stamp carving that contravenes applicable law
Crowd funding websites
ID card information and other information which infringed others’ privacy
Spying instruments
Other personal privacy-harming articles or services
Pyramid selling
Lottery ticket
Gold futures
Counterfeit currency
Sale or purchase of bank account or bank card in contravention with Applicable Laws
Stock
Fund
Insurance
Insurance platform
Periodical investment of gold
Bank financial products
Cashback services
Single-purpose prepaid cards
Securities
Illegal fund-raising
Foreign exchange services
Virtual currency in foreign accounts
Receipts (invoices)
Bitcoin, Litecoin, Ybcoin and other virtual currency transactions
Satellite antenna, etc.
Archaeological and cultural relics
Forged and fake food produce
Fireworks and firecrackers
Crude oil
Charity
Human organs
Surrogacy services
Examination services (i.e. defraud by assuming another’s identity (as agreed) to participate in academic examinations for that
other)
National protected animals
National protected vegetation
Version 1.0.0 | Status 04.05.2018

Smuggled articles
Any goods which are not officially endorsed by the event organizer (such as Olympics or Expo) or infringes third party’s
intellectual properties
Medical devices
Auction
Pawn
Circulating RMB

Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
Registration Number: 07875693 | VAT Registration Number GB127352524
Managing Directors: Tom Jennings, Thomas Kaeppner
contact@wirecard.com | www.wirecard-cardsolutions.com Page 1 of 2
 Annex 1
Goods and Services prohibited to be used
through Alipay services

Foreign currency
Cultural relics
Video chatting services
Religious websites
Online cemetery and worshipping and other services
Computer privacy information monitoring
Lucky draw
Any animals, plants or products which contain dangerous germs, pests or any other living creature
Any products, medicine or any other article originates from epidemic area of infectious disease which causes threat to health of
human beings or animals
Version 1.0.0 | Status 04.05.2018

Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
Registration Number: 07875693 | VAT Registration Number GB127352524
Managing Directors: Tom Jennings, Thomas Kaeppner
contact@wirecard.com | www.wirecard-cardsolutions.com Page 2 of 2
 Annex 1
Goods and Services permitted to be used through WeChat
services

primary industries secondary industries tertiary industries

physical goods comprehensive shopping mall group purchase
physical goods comprehensive shopping mall overseas purchase
physical goods comprehensive shopping mall online shopping mall
physical goods fashion jewelry/ accessories
physical goods fashion apparel / accessories/ luggage
physical goods fashion gift/ flowers/ souvenir
outdoor/ sport/ fitness equipment/
physical goods fashion
security and protection
physical goods fashion musical instrument
physical goods fashion watch/ clock/ glass/ cosmetic lenses
home furnishing/ construction materials/
physical goods life/ household
decoration/ fabrics
physical goods life/ household food
physical goods life/ household health care products/ tonic
physical goods life/ household household appliances
physical goods life/ household personal care & contraception product
beauty makeup/ skin care/ personal
physical goods life/ household
care
physical goods life/ household artware/ potting/ interior decoration
auto/ moto/ bike/ accessories/ refitted
physical goods life/ household
vehicle
physical goods digital product digital product
physical goods digital product office equipment
physical goods maternal children series/ toy maternal and baby products/ baby toys
physical goods maternal children series/ toy maternal shopping mall
book/ phonotape and videotape/
physical goods books/ videos/ stationery
stationery
physical goods collection/ pet food pet food
Version 1.0.0 | Status 04.05.2018

Wirecard Card Solutions Ltd. | Grainger Chambers, 3-5 Hood Street | Newcastle upon Tyne, NE1 6JQ | UK
Registration Number: 07875693 | VAT Registration Number GB127352524
Managing Directors: Tom Jennings, Thomas Kaeppner
contact@wirecard.com | www.wirecard-cardsolutions.com Page 1 of 1