General terms and conditions
for partners (21.09.2022)
General terms and conditions
Important note: Only the original German version is binding. The translated versions are for reference purposes only.
Table of contents
A. General provisions
01. Scope and contractual partners
02. Registration and conclusion of contract
03. Partner area, inactivity
04. Duties of the partner
05. Fees
B. JUNA-PAY Basic and JUNA-PAY Premium
06. payment transactions
07. JUNA-PAY Premium
08. customer cards
09. billing
C. Other provisions
10. intellectual property, advertising material and other benefits
11. breach of contract, liability and indemnification
12. warranty
13. liability of the platform operator
14. confidentiality
15. complaint management, mediation
16. duration and termination of the contract, consequences of termination
17. amendment of the general terms and conditions
18. applicable law and place of jurisdiction
19. other agreements
Preamble
W4F GmbH (Work for Fintech), a company of the Fintech Payment Solutions Group, operates an electronic platform ("Marketplace") which online merchants, stationary retailers and other companies and institutions ("Partners") use to sell goods and services to customers ("Customers"). The following General Terms and Conditions ("GTC") govern the use of the Marketplace by the Partners.
For better readability, the masculine form is used for personal names and personal nouns on this website. Corresponding terms apply in principle to all genders for the purposes of equal treatment. The abbreviated form of language is for editorial reasons only and does not imply any valuation.
A. General provisions
01. contracting parties and scope of application
1.1 The contractual partner of the Partner is W4F GmbH (stands for "Work for Fintech"), Leopoldstraße 244, 80807 Munich, Germany ("Platform Operator").
1.2 The GTC apply to all Partners registered as of the above-mentioned date of online publication or pre-existing Partners who have agreed to their validity.
1.3 Contracts for the purchase of goods and services by means of the marketplace shall be concluded exclusively directly between the Partner and its customers. The advertisements published on the marketplace do not represent offers of the platform operator in any case. The platform operator is neither a broker nor a representative of the partners, nor a buyer or seller of the goods and services offered on the marketplace. The Partners are exclusively responsible for the content of the advertisements on the marketplace, the fulfillment of the statutory labeling obligations, the mandatory statutory information and confirmation obligations in distance selling, the information obligation regarding the statutory right of withdrawal and the content of their terms and conditions as well as all other obligations in connection with the initiation, execution and settlement of contracts between customers and Partners.
1.4 General terms and conditions or other deviating terms and conditions of the Partner shall only apply if the platform operator has expressly accepted them in writing. The validity of individual terms and conditions or clauses of the Partner that deviate from or supplement these GTC shall be excluded, even if the platform operator has not objected to them.
02 Registration and conclusion of contract
2.1 The use of the marketplace requires a registration of the Partner including the acceptance of these GTC. Registration shall take place exclusively online via the website www.juna-pay.com or on the app for mobile devices ("App"). The Partner shall fill out the registration form completely, carefully and truthfully.
2.2 The registration also implies the acceptance of the General Terms and Conditions of MANGOPAY S.A., Luxembourg ("MANGOPAY " www.mangopay.com) as payment service provider and dedified Germany UG ("dedified " www.dedified.com) as technical service provider of the platform operator.
2.3 Registration as a Partner is only possible for entrepreneurs within the meaning of § 14 BGB.
2.4 After sending their registration, the partners will receive an e-mail to the e-mail address they have provided, which contains a link to confirm the registration. A contract between the Partner and the platform operator shall only be concluded upon activation of this link if the Partner fulfills the conditions of use. The acceptance of the registration application can be refused by the platform operator without giving reasons.
03. partner area, inactivity
3.1 Upon completion of the registration, the Partner's personal user area ("Partner Area") shall be activated on the Marketplace. In addition, after successfully setting up the payment account with the payment service provider, the Partner will be given access to its payment account ("Payment Account") via the Partner Area for the processing of payment transactions. Partners can access their payment account with their username and password either via the app or via the website www.juna-pay.com. The username and password are determined by the Partner during the registration process. The platform operator cannot change data in the partner area.
3.2 The platform operator will ensure compliance with the obligations of the General Data Protection Regulation. Details are regulated in the data protection declaration, which is to be taken note of in the course of registration.
3.3 The Platform Operator may deactivate the Partner Area in whole or in part without prior notice in the following cases:
- Deactivation is in the presumed interest of the Partner (e.g. in the event of unlawful use by third parties),
- there are reasonable doubts about the partner's compliance with its contractual obligations,
- there is reasonable suspicion that the Partner is using or has used the Partner Area in an illegal manner, i.e. for illegal or immoral purposes, or is causing damage to the platform operator, customers or other third parties.
3.4 The Partner shall be informed of a deactivation without delay. The deactivation may be maintained until the reason for the deactivation ceases to exist.
3.5 If the Partner is responsible for the reason for the deactivation, it may be charged fees of up to EUR 50 for the deactivation and activation as well as any further costs of the platform operator. The Partner has the option of proving the occurrence of a lesser damage or no damage or expense at all; in this case, the fee or the reimbursement of costs shall be reduced accordingly.
3.6 If no activities of the Partner in the Partner Area can be determined for a period of more than 12 consecutive months, the Platform Operator shall be entitled to charge fees in accordance with the applicable fee table. If no credit is available on the payment accounts for more than 12 months, the contract may be terminated.
04. duties of the partner
4.1 Changes to personal or company-related data of the Partner shall be made immediately via the Partner Area.
4.2 The Partner shall comply with all security instructions and other duties of care recommended by the platform operator, in particular to protect all devices used by it against unlawful access by third parties, to back up data regularly to protect against data loss and to store access data, passwords and PIN carefully and not to disclose them to third parties.
4.3 The Partner is obliged to notify the platform operator immediately in the event of loss of access data or passwords or other signs of abuse of his partner area. Alternatively, he can contact MANGOPAY directly.
05. charges
The use of the marketplace and the JUNA-PAY Basic and JUNA-PAY Premium system is subject to charges. Fees are due for the payment transactions specified in the fee overview, which is part of these GTC.
B. JUNA-PAY Basic and JUNA-PAY Premium
06. payment transactions
6.1 The use of the marketplace requires participation in the payment system provided by MANGOPAY. The payment transactions are carried out exclusively by MANGOPAY. This requires the opening of a payment account with MANGOPAY, in which the partners have to cooperate. Details are contained in the contractual conditions of MANGOPAY, which are to be accepted upon registration. In the opening of the payment account partners are supported by dedified, whose contractual conditions are also to be recognized.
6.2 The use of the JUNA-PAY Basic system requires a separate declaration by the Partner. The use is subject to a fee, the fees are determined according to the applicable fee overview.
6.3 Upon request, partners must identify themselves to MANGOPAY for anti-money laundering purposes in accordance with the General Terms and Conditions of MANGOPAY. The required documents are uploaded via the app.
6.4 The payment account is kept in "UNA", i.e. in the Marketplace euros are referred to as UNA. One UNA is one euro, one hundredth of a UNA is one eurocent. Balances on the payment account do not bear interest.
6.5 For each partner MANGOPAY maintains three accounts. A commission account, a PrePaid account and a clearing account. On the commission account commission payments are posted due to sales by this partner on the marketplace. The PrePaid account is credited, if the partner participates in JUNA-PAY Premium , the deposits of the partner for the cashback and debited the awarded cashback. On the clearing account all other payment transactions of the partner are booked.
07 JUNA-PAY Premium
7.1 The use of the cashback system JUNA-PAY Premium is optional and requires a separate declaration by the Partner. The use is subject to a fee, the fees are determined according to the applicable fee overview.
7.2 By using JUNA-PAY Premium, the Partner undertakes to grant cashbacks to Customers for the underlying transactions to be determined by the Partner. The cashback must amount to at least 1.0% of the gross turnover of the underlying transaction. The cashback rates are published in the app and on the website www.juna-pay.com. If a cashback amount results in four or more decimal places, it shall be rounded up to the fourth decimal place.
7.3 The cashback shall be paid out immediately in the case of stationary basic transactions. In the case of online basic transactions, after expiry of any statutory revocation periods. Payouts must reach at least 1/100 UNA. Amounts smaller than 1/100 UNA are recorded by the platform operator, displayed to the customer and must be paid out as soon as the total amount of cashback exceeds 1/100 UNA. Once credited to the Partner's payment account, the cashback cannot be reclaimed even if the underlying transaction is reversed.
08. loyalty cards
8.1 Partners may obtain customer cards from the Platform Operator and distribute them to potential customers. Customer cards can be issued in the form of physical customer cards or via an invitation link.
8.2 The Partner may incur costs when purchasing customer cards. Customer Cards are not payment cards.
09. settlement
9.1 The Platform Operator shall provide the Partner with a monthly overview in the Partner Area of the transactions made with the Partner and the fees incurred.
9.2 The Partner itself is responsible for retrieving and taking note of the statement.
9.3 The Partner expressly accepts the settlement as binding if it does not raise an objection with the Platform Operator within four weeks from the time it is made available in the Partner Area.
9.4 If the Partner is domiciled outside of Germany, the invoicing by the Platform Operator shall be without value added tax. In this case, the Partner shall apply the reverse charge procedure, indicate a corresponding service in its VAT declaration and pay any VAT incurred independently.
C. Other provisions
10. intangible assets, advertising materials and other benefits
10.1 All intellectual property rights (including copyrights, patents, trademarks, domain names, etc., whether registered or not) are the property of the platform operator or its licensor.
10.2 Logos, trademarks, texts and other content on the website www.juna-pay.com or on the app are protected by trademark and copyright. Partners may not use materials, content or trademarks of the platform operator - in whole or in part - in any form or in any way for their own purposes, in particular not reproduce, distribute, sell, license, distribute, copy, publish, stream, publicly perform or display, transmit, renew, modify, edit, translate, adapt or otherwise use without authorization.
10.3 All presentation, advertising, training and film materials etc. (including photographs) of the platform operator or a company belonging to the group are protected by copyright. They may not be used by the Partner without the express written consent of the platform operator, either in whole or in excerpts - regardless of the form - and in particular may not be reproduced, disseminated, made publicly accessible or edited, unless this is expressly permitted under these GTC or they have been made available to the Partner by the platform operator specifically for advertising purposes.
10.4 Intangible goods associated with the platform or its services, in particular the software, shall remain with the platform operator or the respective rights holder. The Partner shall receive a non-transferable and non-exclusive right to use these rights in accordance with the contract for the duration of its registration. The Partner shall not be entitled to any further rights.
10.5 All free advertising materials and other benefits of the platform operator can be revoked at any time with effect for the future.
10.6 The Partner may not give the impression in business dealings that it is acting on behalf of the platform operator. He is not permitted to take actions and/or enter into obligations on behalf of or in the name of the platform operator. In particular, the Partner is not permitted to respond to press inquiries about the Platform Operator or affiliated companies, the contractual products, the distribution system or other services related to this Agreement without the prior written permission of the Platform Operator. The Partner is obligated to immediately forward all press inquiries in this context to the Platform Operator.
10.7 The Partner agrees that the Platform Operator may integrate protected marks, such as in particular logos of the company or of product or services of the Partner into its website and the app. The integration serves to refer to the Partner and the organization of the marketplace. The Partner also agrees that the Platform Operator may create and publish photographs of the Partner's business location(s) or advertising films.
11. breach of contract, liability and indemnification
11.1 The Partner shall remedy violations of contractual provisions or statutory provisions without undue delay after becoming aware of them, but no later than within 14 days after being requested to do so by the platform operator.
11.2 The Partner shall be liable for all damages incurred by the Platform Operator due to a culpable violation of contractual provisions or statutory provisions by the Partner.
11.3 The Partner undertakes to indemnify the Platform Operator against liability in the event that claims are asserted against the Platform Operator by third parties due to the culpable violation of contractual provisions or statutory provisions by the Partner. In particular, the Partner undertakes to bear the reasonable and typical costs, in particular lawyers' fees, court costs and other costs associated with the legal action, which the platform operator reasonably incurs in this context.
12. warranty
12.1 The Platform Operator undertakes vis-à-vis the Partner to operate the marketplace in accordance with the provisions of this Agreement and with due care and shall always endeavor to ensure that its services are available at all times and without any problems.
12.2 The platform operator does not guarantee the continuous uninterrupted and trouble-free functioning of the services, such as specific transmission times and speeds, the constant accessibility of the website www.juna-pay.com, content and services created by third parties or other partners or retrievable from them, absolute protection of the marketplace against unauthorized access, protection against malicious software, viruses, spamming, Trojans, phishing attacks and other criminal acts by third parties, as well as data loss due to malfunctions.
12.3 For the possible implementation of technical measures (server, capacity limits, maintenance, security, app updates, etc.), the platform operator reserves the right to temporarily limit its services.
12.4 The platform operator does not guarantee the creditworthiness of the customers, their performance of services or the fulfillment of the obligations arising from the underlying transaction between the customer and the partner. The platform operator also does not guarantee that a certain number of customers is connected to the marketplace.
13 Liability of the platform operator
13.1 For damages incurred by the Partner through the platform operator, a legal representative or vicarious agent, the platform operator shall only be liable for intent and gross negligence. Excluded from this limitation of liability are damages resulting from injury to life, body or health as well as the breach of cardinal obligations. Cardinal obligations include such obligations whose breach would jeopardize the respective purpose of the contract and on whose fulfillment the Partner may therefore legitimately rely.
13.2 The platform operator assumes no responsibility and shall not be liable for the content, accuracy, completeness or timeliness (including the availability of products and services) of the advertisements created by the partners, nor for the conclusion, fulfillment or enforceability of a contract concluded via the marketplace between a partner and a customer. The platform operator is also not liable for the products and services offered on the marketplace (neither from warranty, guarantee nor from damages, product liability or other legal provisions).
14. secrecy
The Partner undertakes to maintain secrecy with regard to confidential information, product and project secrets of which it has become aware through contract negotiations and contract implementation. Confidential information, product and project secrets are those that are designated as such by the platform operator, are not already publicly known or have come to the knowledge of the Partner by third parties in violation of contractual or legal regulations.
15. complaint management, mediation
15.1 Partners may contact the complaints management of the platform operator by telephone, in writing or in text form in the following ways:
By mail: W4F GmbH,
Complaint Management,
Leopoldstraße 244, 80807 Munich, Germany
By e-mail: support@juna-pay.com
15.2 Complaints shall be processed free of charge. The Partner shall receive written information by e-mail as to whether the complaint can be remedied. If the complaint cannot be remedied, the information shall be accompanied by a statement of reasons.
15.3 If complaints of Partners cannot be remedied by the means referred to in par.1, any of the Parties may request mediation proceedings for out-of-court settlement of the dispute. The Platform Operator is ready to cooperate with the following mediators to reach an out-of-court dispute resolution with Partners:
IHK MediationCenter
80323 Munich
E-Mail: info@muenchen.ihk.de
Tel.: +49 (89) 5116-0
15.4 The Platform Operator shall bear an appropriate share of the costs of mediation proceedings. The amount of the reasonable share shall be determined on the basis of a proposal by the mediator, taking into account all relevant elements of the respective case, in particular the validity of the respective claims of the parties to the dispute, the conduct of the parties and the size and financial strength of the parties in relation to each other.
15.5 A mediation procedure is voluntary. The initiation of legal proceedings before, during or after a mediation procedure remains unaffected. The platform operator shall participate in good faith in all mediation proceedings initiated by partners.
15.6 At the Partner's request, the Platform Operator shall compile information on the functioning and effectiveness of mediation in connection with its activities before or during a mediation.
16 Duration and termination of the contract, consequences of termination
16.1 Subject to any amendments, these GTC shall apply for an indefinite period.
16.2 The Agreement shall automatically terminate upon the death of the Partner if the Partner is a natural person with entrepreneurial status or - in the case of a legal entity - upon its deletion from the Commercial Register.
16.3 A Partner may terminate this Agreement at any time by giving 30 days' notice. Text form is sufficient.
16.4 The right of both parties to terminate the contract without notice in the event of good cause shall remain unaffected. Good cause shall be deemed to be
16.4.1 for the platform operator in particular if
(i) there are indications that the Partner is using the services of the platform operator for purposes that are contrary to the contract or the law;
(ii) a competent court or authority issues a legally binding order to the platform operator not to continue providing the services to the Partner;
(iii) there is reason to believe that the Partner provided incorrect or incomplete information when concluding the contract;
(iv) the Partner is in default of payment or performance after several reminders;
(v) overriding public interests require it;
(vi) documents and items are returned to the Partner with the note "moved", "deceased", "not accepted", "unknown" or similar and the Partner does not correct the incorrect data within 30 days after being requested to do so;
(vii) the Partner fails to fulfill its obligations under Section 4 within the set time limit, the same or a comparable culpable violation occurs again at a later point in time after the breach of obligation;
(viii) the Partner Area is deactivated for reasons for which the Partner is responsible and the reason is not remedied within 14 days after receipt of a corresponding request;
(ix) insolvency proceedings are opened against the Partner, the opening is rejected for lack of assets, the Partner becomes insolvent or a corresponding declaration of insolvency is made in the course of execution.
16.4.2 The Partner shall be deemed to have good cause in particular if:
(i) the Platform Operator culpably commits a continuous material breach of contract and fails to remedy such breach despite a written warning with a reasonable deadline set by the Partner;
(ii) insolvency proceedings are opened against the Platform Operator, the opening is rejected for lack of assets, the Platform Operator becomes insolvent or a corresponding declaration of insolvency is made in the course of execution.
16.5 In the event of termination of the Contract, the Parties shall mutually settle their claims and liabilities with each other. All outstanding liabilities of a party at the time of termination of the contract shall be settled immediately.
17. amendment of the GTC
17.1 The platform operator reserves the right to amend these GTC at any time if justified interests of the platform operator justify it. Amendments shall be communicated to the Partner in an appropriate form and shall be deemed approved 30 days after dispatch, unless an objection is made. If a Partner objects to a change, the platform operator has the right to terminate the contractual relationship properly with a notice period of 10 working days. Text form is sufficient.
17.2 The Partner shall accept changes to the contractual terms and conditions for technical and operational reasons to the extent that such changes are beneficial to the Partner or result in a merely negligible reduction in performance without material content of the contractual relationship being affected. Furthermore, changes are permissible which become necessary as a result of legal requirements (e.g. GwG, supervisory law, tax law, etc.) or court orders.
18 Applicable law and place of jurisdiction
18.1 These GTC shall be governed exclusively by German law, excluding its conflict of law rules and excluding the law of the UN Convention on Contracts for the International Sale of Goods.
18.2 The non-exclusive place of jurisdiction for disputes in connection with these GTC shall be Munich.
19. other agreements
19.1 The Partner agrees that the Platform Operator communicates with the Partner by e-mail or by publishing notices on the current website or via the Partner area. The Partner undertakes to set up and maintain its e-mail account in such a way as to ensure that any communication is acknowledged.
19.2 Ancillary agreements, amendments or supplements to these GTC, special provisions or other contractual documents shall require the text form to be legally effective, subject to stricter statutory provisions. This shall also apply to the waiver of the text form requirement.
19.3 The platform operator expressly reserves the right to involve third parties in the performance of its obligations under this Agreement or to transfer the business operations in whole or in part to third parties. Furthermore, the platform operator may transfer the contract to third parties without the Partner's consent.
19.4 The Partner may transfer individual or all rights and obligations under this Agreement to third parties only with the written consent of the Platform Operator.
19.5 These GTC have been prepared in the German language. The German language shall be authoritative for any interpretations that may be required. Any translation is for explanatory purposes only and shall not be legally binding.
19.6 Should one or more provisions of these GTC be invalid, this shall not affect the validity of the remaining provisions and all contracts concluded under these GTC. The invalid provision shall be replaced by a valid provision which corresponds mutatis mutandis to the original provision. This applies accordingly to loopholes.