AGB

9. Special Terms and Conditions for Secured Invoice Purchase/Secured Direct Debit

I Definitions

For the following “Special Terms and Conditions for Secured Invoice Purchase/Secured Direct Debit”, the following definitions apply in deviation from the Annex:

Order data: The deliveries of goods and/or services to be provided by the contracting party which are paid for or are to be paid for using a payment card.

Finalisation (FIN): On the secured invoice: The receipt of the dispatch notification of the contracting party towards Unzer. The dispatch notification is made by the contracting party to Unzer in the form of a transaction via the provided interfaces. With secured direct debit: The collection of the direct debit by Unzer.

Verified receivable: A verified receivable is a receivable of the contracting party against the customer, which has arisen due to a positive risk and credit rating of the customer at the time of the reservation and is denominated in EUR.

Total invoice amount: Value of the notified customer order (value of goods plus shipping costs and statutory value added tax).

Date of purchase: Time of unsuccessful conclusion of the commercial dunning procedure (i.e. after an unsuccessful second reminder).

Customer: A natural, fully legally competent person or legal person who can be identified via the customer data, indicates a place of residence/company headquarters and place of delivery in Germany or Austria and who wishes to pay for a shopping cart with goods and/or services in EUR by means of an account-managing institution located in Germany or Austria.

Customer order: The order of a customer for goods and/or services of a contracting party from a shopping cart, which has been concluded by the customer, for which a positive result of the risk and credit rating of Unzer has been reported electronically to the contracting party and for which the contracting party has sent an order confirmation to the customer.

Customer data: For natural persons: Salutation, first name, surname, date of birth, residential address (street, postal code, city, country), email address, optional telephone number;

For legal entities: Company name, business name, address of the company headquarters (street, postcode, town, country), commercial register no. or VAT no. or VAT ID no., email address, optional telephone number.

Receipt (REC): A receipt will be executed by Unzer on the payment channel of the contracting party when the payment is received there.

Invoice date: The date shown on the contracting party's invoice to the customer, which corresponds to the date of finalisation.

Refund (REF): A refund is executed by the contracting party if the customer returns goods and/or services from a customer order to the contracting party and/or cancels them after the time of the receipt. The return notification is reported by a refund from the contracting party to Unzer. A refund can only be made up to the time it is handed over for collection.

Reservation (RES): A reservation is executed by Unzer after receipt of the verified receivable on the payment channel of the contracting party.

Reversal (REV): A reversal will be executed by the contracting party if for a customer order, up to the time of the receipt, the contracting party:

Submits a complete or partial cancellation or return report and/or

Wants to report a direct payment from the customer to the contracting party. This is at the same time the start of the automated reverse transaction of the purchase of claims between the contracting party and Unzer.

II Special Terms and Conditions for “Secured Invoice Purchase”/”Secured Direct Debit”

1. Scope/payment protection

The Special Terms and Conditions for “Secured Invoice Purchase” and “Secured Direct Debit” listed below apply in addition to and/or in deviation from the General Terms and Conditions if the contracting party wishes to offer its end customers the payment methods “secured invoice purchase” and “secured direct debit” and has agreed this with Unzer in the contract.

2. Securing the claim of the contracting party

2.1 If end customers choose the payment method “secured invoice purchase” or “secured direct debit” during the ordering process on the internet presence of the contracting party, these will be checked by Unzer on behalf of the contracting party by a credit agency commissioned by Unzer as technical service provider - by means of mathematical-statistical procedures (risk and credit rating) in order to determine whether Unzer would like to take over the payment protection for this notified customer o,35der, the purchase of the purchase price claim against the contracting party. Unzer is not obliged to disclose to the contracting party or other parties or third parties the reasons for the refusal of the risk and credit rating as well as details of the payment protection check, such as basis of rating, rating standards or procedures.

2.2 After default occurs by the end customer, i.e. if after receipt of the invoice or an equivalent payment plan by the contracting party within the payment period specified therein or by the due date specified therein by the end customer. For the payment method “secured direct debit”, the default situation is deemed to have arisen on the day of the chargeback by the bank.

2.3 Unzer will subsequently carry out the commercial dunning procedure.

3. Payment protection

3.1 Unzer will take over the claims of the contracting party against its customers or buy them from the contracting party, provided that the following conditions are met:

• The claims of the contracting party are based on orders of the customer, which the customer has carried out with the invoice purchase and/or direct debit payment methods processed by Unzer.

• The customers were subjected to a so-called payment protection check (risk and credit rating) by Unzer.

• The further requirements of these Special Terms and Conditions must be fulfilled and none of the grounds for exclusion against the takeover/acquisition of the claim listed under “Purchase offer and acceptance” must exist.

4. Purchase offer and acceptance

4.1 The contractual claims are offered for purchase by the contracting party to Unzer at the time of reservation.

4.2 Unzer will accept the offer of the contracting party for the acquisition of the contractual claims under the following conditions:

• The risk and credit rating of the customer described above was successfully completed with positive results;

• The claims at the time of the offer have arisen, are undisputed, unconditional, without plea or objection, due and enforceable;

• Notwithstanding the relevant provisions in the General Terms and Conditions, the claims are subject to German or Austrian law.

4.3 The acceptance of the offer by Unzer takes place on the date of purchase, at the latest with the payment of the purchase price by Unzer to the contracting party, provided that none of the following reasons for exclusion are present.

4.4 Claims are currently excluded,

• Which result from orders with a value of goods below € 10.00 (incl. VAT) per order per customer (minimum order value);

• For orders with a value of goods above the maximum value per order determined by Unzer or above the total amount of open orders per customer (limit);

• From orders in which the verified residential address of the customer differs from the delivery address and/or in which a packing station or P.O. box is specified or transmitted as the address. This also applies if the customer after completion of the order process provides a delivery or invoicing address (delivery address) which differs from the one provided in the order process; this applies regardless of whether this has been announced to Unzer.

• From orders where there are more than five (5) minutes between the rating by the risk and credit management system and the notification of the order completion.

4.5 Also excluded are all claims that cannot be collected. In particular, claims that not eligible for collection include:

• Those arising prior to the conclusion of this agreement;

• Those against customers who have already died or moved abroad (outside Germany, Austria) at the time of the purchase date;

Those for which, at the time of the purchase date, the debtor has already raised defences or objections to the claim or there is an ongoing legal dispute;

• Those based on the commission of a criminal offence, in particular where there is a case of fraud (deception by a third party as to the identity of the debtor)

• Those in which a debtor asserts their rights in accordance with §§ 138, 826 BGB (immoralities)

4.6 The listed reasons for exclusion are not exhaustive. Unzer reserves the right to adjust the reasons for exclusion at any time and to reject the acquisition of claims also for other, justified reasons and at its reasonable discretion according to § 315 BGB while preserving the justified interests of the contracting party.

5. Purchase price

5.1 The parties agree that the claims offered for sale are each a group of claims consisting of principal and secondary claims. The principle claim results from the customer order including value added tax, which the contracting party must pay to the responsible tax office in the proper manner.

5.2 The purchase price for the purchased claims amounts to 100% of the value of the respective transferred principal claim (total principal claim) on the purchase date. The secondary claims do not affect the value of the purchase price.

5.3 Unzer will hand over the claims for collection (debt collection) to partners subject to Unzer’s selection. The fees for returned direct debits and the execution of the commercial dunning procedure shall be borne by the contracting party in the event of default of the customer’s claim. These are based on the contractual agreements.

5.4 The payout to the contracting party is made on a regular basis within the invoicing cycle agreed in the contract.

6. Remuneration and fees

In addition to the remuneration regulations resulting from the General Terms and Conditions, the following applies to the contracting party:

6.1 The remuneration of Unzer is determined by the contract and the currently valid Price and Service Index.

6.2 The remuneration (disagio) of Unzer is always calculated on the basis of the total invoice amount.

6.3 Partial returns, complete or partial cancellations or credits by the contracting party after finalisation will not be charged back. A full shopping cart at the time of reservation is always used as a basis for the purchase. The remuneration within the scope of the disagio is always calculated based on the full shopping cart.

7. Assignment/acquisition of rights

7.1 The contracting party hereby assigns to Unzer all claims which fulfil the requirements according to these special conditions including all secondary claims with effect from the time of acceptance of the offer by Unzer. Unzer hereby accepts the assignment. From this point in time onwards, only Unzer is entitled to payments on the claims.

7.2 Insofar as the assignment of the respective claims requires a special form, the contracting party shall carry out the necessary legal actions for this purpose. Furthermore, the contracting party shall, upon request of Unzer, issue formal confirmations of assignment free of charge and - if necessary - all necessary powers of attorney to Unzer with regard to the respective assigned claim.

7.3 The contracting party shall not disclose the sale and the assignment of the contractual claims as well as the transfer of the rights connected with this sale to debtors or third parties (debtor representatives, debt consultants, third-party debtors, guarantors, courts, bailiffs, etc.), unless Unzer expressly requests this in writing (silent assignment).

7.4 The contracting party is obliged to cooperate in a transfer and in notifications of assignment to the debtors as soon as this is requested by Unzer. All costs associated with this (such as those of any notarial certification) are borne by Unzer.

8. Obligations of the contracting party

In addition to the obligations arising from the General Terms and Conditions, the following obligations apply to the contracting party:

8.1 The contracting party must send the goods to the customer after completion of the order process and carry out the finalisation within the agreed period.

8.2 The contracting party must provide the customer with an invoice or equivalent payment plan in accordance with the legal requirements. The contracting party must indicate the due date on the invoice, which must be a maximum of 14 days (fourteen days) after the invoice date.

8.3 With the “secured invoice purchase” payment method, the contracting party must carry out the finalisation within the period specified in the contract after the date of reservation. The transfer of the claim is made to the collection partner on the date of purchase.

8.4 With the “secured invoice purchase” payment method, the contracting party, even in the case of a partial delivery, must only carry out the finalisation when the shopping cart has been dispatched in full.

8.5 Should a payment be received by the contracting party through the customer, the contracting party is obliged to inform Unzer immediately and to report the claim immediately in the Unzer system by a reversal.

8.6 Possible written notifications of the debtors (letters, faxes or similar) concerning the sold and assigned claims, which are received by the contracting party, will be immediately forwarded to Unzer by the contracting party. Debtors whose representatives or other third parties contact the contracting party by telephone must always be referred to Unzer.

8.7 The contracting party is obliged to comply with the applicable data protection requirements. In particular, but not exclusively, the contracting party must clearly point out in a data protection declaration on the internet site, the content of which complies with Art. 13 GDPR, that:

• Personal data will be transferred to, stored and processed by Unzer and the collection service provider and partner [UNIVERSUM Inkasso GmbH] for the purpose of executing this agreement, accounting and, if applicable, refinancing;

• Provision of customer data for the purpose of carrying out the risk and credit rating takes place, so that the notification obligation pursuant to Art. 13 GDPR is fulfilled;

• Unzer or debt collection companies, in order to evaluate the creditworthiness of the person concerned or customer, if necessary, can obtain information and creditworthiness information based on mathematical-statistical methods using address data from credit agencies. In detail, the following may serve as examples of service providers, but this list is not exhaustive: Schufa Holding AG, CRIF Bürgel GmbH, Arvato Infoscore GmbH, Universum Business GmbH, Bisnode D & B Austria GmbH;

• Personal data is provided to Unzer only with proof of a legitimate interest;

8.8 Furthermore, the contracting party must ensure that the debtor has effectively given its consent to the collection, processing and use of the data in accordance with Art. 6ff GDPR. This includes in particular, but not exclusively, that the contracting party shall effectively agree the following with their customer:

• Consent to the transfer of data (customer, amount of claim, maturity, etc.)

• Consent to the storage, processing, transmission and use of the data for identity, risk and credit rating, and to the use and storage of the data in the event of assumption of the risk of non-payment by Unzer and companies and third parties associated with Unzer, especially but not exclusively credit agencies and collection agencies.

• Authorisation of the contracting party to assign claims.

9. Assurances of the contracting party/rescission

9.1 The contracting party herewith assures that in fulfilment of their obligations from the sales contract the contracting party will not sell any other claims to Unzer or only such claims which fulfil the conditions and characteristics described in these Special Terms and Conditions and that with regard to these claims no pre-selection beyond the risk and credit rating will be made before the transfer of claims.

9.2 The contracting party assures that they have the unlimited sole right of disposal of the contractual claims and that the transfer of these claims to Unzer is in no way limited or excluded by law or contract.

9.3 Furthermore, the contracting party assures that the claims which are the subject of the contract, including all ancillary rights, exist and are free of rights of third parties, in particular that they are not afflicted with defences (e.g. rights of set-off/retention) and/or objections of third parties, and that the individual claims are not subsequently changed in their actual or legal status.

9.4 The contracting party further assures that the debtors have no rights of set-off/retention with regard to the sold claims.

9.5 As far as the contracting party violates its obligations from or in connection with this contract, an assurance according to or in connection with this contract is incorrect, does not adequately support Unzer in the enforcement of the claims or an assigned claim is defective, Unzer is entitled to reduce the purchase price for the defective claim in the amount of the respective purchase price plus expenses incurred by Unzer (for example, but not conclusively collection costs, court costs, lawyer’s fees, reimbursement of costs to the opponent).

9.6 Notwithstanding the above provisions, Unzer is entitled to withdraw from the purchase of a claim or to reduce or reclaim the respective purchase price, insofar as:

• The contracting party has not provided any information that corresponds to the truth;

• The contracting party is not able to prove a proper delivery of the goods by appropriate documentation (e.g. by tracking the shipment);

• The contracting party has not indicated the account details of Unzer and the due date when issuing the invoice to the customer;

• The contracting party fails to provide immediately any documents required and/or requested for the enforcement of the claim;

• Unzer complies with the wish of the contracting party (e.g. cancellation or credit) to stop the dunning procedure or further recovery measures, any costs incurred are at the expense of the contracting party;

• The claim is not subject of these terms and conditions;

• The claim had been satisfied, lost or extinguished by other performance surrogates at the time of sale;

• The debtor has a right of retention and/or the enforcement of the claim is prevented by other defences and/or other objections;

• On the day of the unsuccessful second reminder, the debtor has already raised defences or objections against the claim or there is an ongoing legal dispute;

• A debtor asserts its rights in accordance with §§ 138, 826 BGB (immorality);

• The claim does not meet the requirements for a claim in accordance with these terms and conditions when it is handed over to the collection agency.

9.7 If Unzer withdraws from the purchase of individual claims or reduces or reclaims the purchase price in accordance with the aforementioned provisions, Unzer is entitled to charge or offset the corresponding amount as well as the expenses incurred within the scope of the collection against current purchase price payments

10. Value added tax (VAT)

10.1 The sale of the contractual claims shall not affect the contracting party’s obligation to pay value added tax.

10.2 The contracting party guarantees by way of an independent guarantee promise in accordance with § 311 of the German Civil Code (BGB) that the statutory value added tax from the invoices relating to the audited claims has been paid to the competent tax office. The contracting party is obliged to exempt Unzer from any liability towards the tax authorities, especially regarding possible payment claims from the tax authorities, which result from a breach of the guarantee according to sent. 1 of this paragraph. In the same sense, the contracting party also exempts Unzer from any liability and/or expenses with regard to possible claims for payment by the tax authorities, which might result from obligations of the contracting party to pay value added tax amounts which have not been fulfilled before the time of sale.

10.3 In the event of the final default of the claim, the contracting party must have the advance value added tax return corrected immediately at the responsible tax office with regard to the claim. A claim is considered to be finally defaulted at the latest when the collection activities of Unzer or its partners have been finally stopped or the claim is otherwise uncollectible. The contracting party assigns to Unzer already now the claim for reimbursement of value added tax, subject to the condition precedent of the advance value added tax return. In all other respects as well, the contracting party shall carry out all support and cooperation activities that are expedient within the scope of the correction of the advance value added tax return free of charge.

11. End of contract

11.1 As far as Unzer is dependent on partners or pre-suppliers for the provision of its services, Unzer is entitled to an immediate (without notice) special right of termination in case an existing contract between the pre-supplier/partner and Unzer does not exist any more, the pre-supplier/partner stops its services and/or violates supervisory or legal regulations.

11.2 The termination of this contract has no influence on the rights and obligations of this contract concerning such claims which have already been sold and assigned to Unzer and credited to the account of the contracting party at the time of the termination of the contract.

III Conditions precedent with regard to the validity of the contract

The conclusion of this contract for the purchase of the contractual claims is subject to the condition precedent of the consent of the partners employed/commissioned by Unzer.

Special Terms and Conditions for Direct Debit

1. Scope

The following “Special Terms and Conditions for Direct Debit” apply in addition and/or in deviation to the General Terms and Conditions, if the contracting party wishes to offer the “direct debit” payment method to its end customers and has agreed this with Unzer in the contract.

2. Subject of the direct debit payment method

2.1 A direct debit is a payment transaction initiated by the contracting party as the payee and debited to the payer’s (‘end customer’) account at the payer’s (‘retail customer’) account-managing bank where the amount of the payment transaction is indicated by the contracting party. The obligations of the contracting parties regulated in these Terms and Conditions apply to the submission of direct debits by the contracting party and their processing by Unzer at an account-managing institution of the end customer with its registered office in Germany as well as in the countries specified in the contract.

2.2 Unzer explicitly points out to the contracting party that the end customer can object to a direct debit made in favour of the contracting party, no matter if it is an authorised or unauthorised direct debit. Unzer has no influence on this and does not assume any responsibility and/or further obligations with regard to the collection of the contracting party’s claims against the customer.

3. Subject of the contract

The contracting party instructs Unzer to collect direct debits of its end customers at their account-managing institution according to the following regulations.

4. Services/obligations of Unzer

4.1 Unzer provides the following services to the contracting party:

• As soon as possible or at the time agreed upon with the contracting party, Unzer shall send the direct debit orders of the end customers submitted by the contracting party to Unzer (according to the requirements of clause “Requirements for the submission of direct debits”) to the respective account-managing institution of the end customer by involving the account-managing institution of Unzer.

• Unzer collects the submitted direct debits in the name and for the account of the contracting party at the account-managing institution of the end customer - as far as possible - in the escrow account at the account-managing institution of Unzer.

• Unzer shall inform the contracting party about the execution of the respective submitted direct debit orders as well as about returned direct debits within the scope of the regularly agreed settlements.

• Unzer shall the credit amounts obtained on the aforementioned escrow account of Unzer in favour of the contracting party from successfully collected direct debits, according to the mode of payout agreed upon with the contracting party, less the fees agreed upon with Unzer as well as less any expenses/costs/fees incurred, e.g. return debit notes, to the bank account specified by the contracting party in the contract.

• Partial collections of direct debits will not be carried out/executed by Unzer.

• In the event of failure of a direct debit at the account-managing institution of the end customer, Unzer will not undertake any further collection in favour of the contracting party.

5. Requirements for the submission of direct debits/right to refuse service

5.1 The contracting party is responsible and obliged to obtain a proper direct debit authorisation/SEPA mandate from the end customer before submitting an order to collect the direct debit to Unzer.

5.2 The direct debit authorisation/SEPA mandate from the end customer to the contracting party to execute the direct debit must contain at least the following information:

5.3 Authorisation data,

• Name of the payee,

• Name of the customer,

• Customer identification or IBAN/BIC of the end customer,

• Name of the customer’s bank if applicable,

• Creditor identification number if applicable,

• Identification as a one-off or recurring service if applicable,

• The amount to be debited.

5.4 In addition to the authorisation data and the direct debit amount, the direct debit authorisation may contain additional information. It is the sole responsibility of the contracting party to ensure that the form of the direct debit/SEPA mandate and the information contained therein is correct.

5.5 If an end customer revokes a direct debit authorisation/SEPA mandate vis-a-vis the contracting party, the contracting party may not collect any further direct debits and submit them to Unzer for execution according to this contract.

5.6 The volume for the direct debit payment method in terms of the maximum amount that can be collected is generally limited to an amount of 1,000.00 EUR per transaction.

5.7 If the contracting party does not comply with the aforementioned conditions, Unzer is not obliged to process/execute direct debits submitted by the contracting party.

6. Execution of return debit notes/reimbursement of expenses/set-off clause

6.1 In the event of a direct debit not honoured by the account-managing institution of the end customer or returned e.g. by revocation of the direct debit authorisation and/or due to a refund request of the end customer, Unzer will reverse the credit on the escrow account already made in favour of the contracting party from a direct debit and refund the credit amount to the account-managing institution of the end customer. Any costs/expenses/fees incurred by Unzer due to such a return debit note and/or the non-redemption of the debit note have to be borne by the contracting party and refunded to Unzer.

6.2 Unzer has the right to offset incurred expenses/costs/fees against other due payments to be made to the contracting party.

7. Settlement and payout to the contracting party

7.1 The settlement and payout of sales to the contracting party from successfully executed direct debits is carried out according to the regular settlement period agreed in the contract.

7.2 The amount to be paid to the contracting party for the respective settlement period by Unzer is equal to the value of the sum of all sales received in the respective settlement period from direct debits of the contracting party, with deduction/retention and offsetting of the items listed below:

• A security retention (“Holdback”) in the amount of the percentage agreed in the contract for the respective settlement period;

• Costs/fees from return debits as well as return debits not yet settled, less agreed fees for the execution of the order as well as costs and expenses incurred by Unzer in connection with the execution of the order (e.g. from return debits);

• Plus value added tax if applicable.