Terms and Conditions

1. Provider and role of peyd

peyd is offered by Black Oak GmbH, Mergenthalerallee 79–81, 65760 Eschborn, Germany, registered with the Local Court (Amtsgericht) of Frankfurt am Main under HRB 141816 (“peyd”, “we”).

peyd acts solely as a technology provider, as a provider and lessor of devices, as an intermediary for payment gateways and as an intermediary between the customer and our partners (section 3). peyd is not a bank, payment institution, acquirer or registered payment service provider. peyd does not receive, hold, transfer or control payment amounts or merchant proceeds. Card payments and payouts to the customer are processed exclusively by the respective payment partner.

2. Scope and conclusion of contract

These general terms and conditions (“Terms”) apply together with the offer or order form, the price list and all documents expressly referred to therein (together the “Agreement”) to all contracts between peyd and its customers (“Customer”).

Our services are offered exclusively to businesses within the meaning of § 14 BGB (German Civil Code). By submitting or accepting an offer, the Customer confirms that it is not a consumer within the meaning of § 13 BGB and that it has read and understood these Terms. § 312i (1) sentence 1 nos. 1 to 3 and sentence 2 BGB do not apply.

The contract is concluded when the order form or offer is signed or accepted. An electronic signature (e.g. via a signature tool or confirmation in the customer portal) is equivalent to a handwritten signature.

Deviating or additional terms of the Customer only apply if peyd has expressly agreed to them in writing.

3. Services, partners and Customer cooperation

peyd provides solutions for accepting card payments, in particular card terminals and accessories (“Devices”), payment gateway and software licences, access to the customer portal and support and service (together the “Services”).

peyd uses subcontractors and partners (“Partners”) to provide the Services. Card payment processing (acquiring) and any financial services are always provided by a regulated and licensed financial or payment institution (“Payment Partner”). The Partner’s terms apply in addition.

The Customer acknowledges that peyd and/or the Payment Partner may be legally required to carry out identity and verification checks (KYC), checks under the German Anti-Money Laundering Act (GwG), risk and credit checks and other regulatory checks – before the start and during the term of the contract.

The Customer provides peyd with complete, accurate and up-to-date information and documents required for the contract and the Services. The Customer notifies peyd without delay in text form of any changes – in particular to management, beneficial owners, company name, legal form, address, bank details or business activity – and provides requested evidence. The same applies to imminent or actual insolvency, a change of control or a material adverse change in its business.

The Customer receives login details for the customer portal (new.peydapp.com). It keeps them secret, does not share them and informs peyd without delay of any suspected misuse. The Customer is responsible for all activity under its account. peyd is not liable for damage caused by the disclosure or loss of login details unless peyd is responsible for it.

4. Devices

4.1 Provision and ownership. Devices are provided by peyd or a Partner and remain the property of peyd, the respective Partner or a lessor. The Customer may not sell, rent out, pledge or pass the Devices on to third parties. If the relationship between peyd and the Partner or lessor ends, the latter may demand the return of the Devices; peyd will then provide equivalent replacement devices where possible. At the owner’s request, peyd may disclose the location and the business where the Devices are kept.

Changes to or interference with Devices, accessories and software are not permitted unless allowed by law.

4.2 Change of location. The Customer may move the Devices to its other business premises in Germany. It informs peyd in text form beforehand.

4.3 Shipping. For security reasons, Devices may only be shipped with a courier named by peyd. The Customer coordinates any shipment with peyd beforehand.

4.4 Return. When the contract ends, the Customer returns all Devices within 14 calendar days to the address specified by peyd (section 4.3). If a Device is not returned in time, peyd charges a flat fee of €800 plus VAT per Device. The Customer may prove that peyd suffered no loss or a significantly lower loss.

4.5 Defective devices. peyd first tries to resolve faults by remote support. If that is not possible, the Customer sends in the Device under section 4.3 and peyd provides a replacement without delay. If the defect is not caused by circumstances for which peyd is responsible (e.g. drops, liquids, improper use), repair or replacement is charged according to the price list.

5. Data and mobile connection

Operating the Devices requires a working Wi-Fi and/or mobile connection. The Customer is responsible for its availability at the location. peyd is not liable for lack of network coverage and its consequences.

Where peyd provides a mobile data connection (SIM) with the Devices, it is included in the fees and may only be used for payment and terminal operations on the Devices provided.

6. Card payments, software and exclusivity

6.1 Processing by the Payment Partner. peyd does not process card payments itself; the Payment Partner does. Where required, the Customer concludes a separate agreement with the Payment Partner – if applicable via a power of attorney granted to peyd. The Customer must be accepted by the Payment Partner under its rules and must meet its requirements and the legal requirements at all times.

The Customer cannot change the Payment Partner on its own. peyd may change the Payment Partner on the Customer’s behalf where this is reasonable for the Customer; peyd informs the Customer in good time.

6.2 Transaction fee and payouts. The agreed transaction fee covers peyd’s Services (Devices, gateway, software, support) and processing by the Payment Partner. It is deducted directly from the payout for each transaction. Depending on the set-up, the fee may be charged by the Payment Partner or by peyd. Payouts to the Customer are made exclusively by the Payment Partner, not by peyd.

To the extent permitted by law, the Customer authorises peyd and the Payment Partner to set off amounts due against payouts or balances of the Customer.

6.3 Gateway and software licence. For the term of the contract, the Customer receives a simple, non-transferable right to use the payment gateway and the terminal software. Gateway and software licences are mandatory parts of the Services. The Customer installs and uses the current version provided by peyd.

6.4 Exclusivity. During the term, the Customer processes all card payments at the locations and through the channels where it uses peyd’s Services exclusively via peyd’s Devices and Services. It may only use terminals or payment solutions of other providers there with peyd’s prior written consent.

7. Surcharge

Where the Customer charges its customers a surcharge permitted under § 270a BGB – e.g. for commercial cards or cards issued outside the European Economic Area – peyd supports the technical implementation on the terminal. Activation or deactivation is done via support and may take up to 3 working days.

The Customer is solely responsible for charging the surcharge lawfully. In particular, it must inform its customers of the surcharge and its amount before the payment is completed, and the surcharge must not exceed the costs actually incurred by the Customer.

Recognition of cards eligible for a surcharge relies on card number lists (BIN lists) provided by Partners, which are continuously updated. peyd cannot guarantee that every eligible card is recognised or that a surcharge is never applied to a non-eligible card.

8. Support and service

Support and service are provided by peyd or service providers commissioned by peyd. Contact: support@dem-com.de, phone +49 (0) 69 153 297 10. The Customer may not have third parties maintain or repair Devices, gateway or software. On request, it gives peyd the access needed to resolve faults and assists free of charge.

Not included are in particular:
• devices, software or services not provided by peyd, and faults caused by them;
• faults caused by operating errors, improper use, liquids, drops, tampering, vandalism, fire, theft or loss;
• faults caused by third-party interference, power surges, lightning or power supply problems;
• cables, power supplies, networks and internet connection at the Customer’s premises, consumables (e.g. receipt rolls) and batteries;
• web shop platforms not provided by peyd.

At the Customer’s request, peyd may provide such services for a separate fee.

9. Notice of defects

The Customer notifies peyd in text form of defects in Devices or Services within 8 days after discovering them or after they should have been discovered. § 377 HGB (German Commercial Code) remains unaffected.

10. Prices and fees

10.1 Fees. The prices agreed in the offer or order form apply, supplemented by peyd’s current price list, which is sent to the Customer with the offer and is available in the customer portal. All prices are in euros plus statutory VAT unless stated otherwise. Additional services (e.g. receipt rolls, additional devices, replacement after loss or damage) are charged according to the price list.

10.2 Minimum turnover. If the turnover of a terminal or payment solution in a calendar month is below €1,500 (incl. VAT), peyd charges a fee of €45 plus VAT for that terminal or payment solution for that month. The minimum turnover applies to each terminal individually.

10.3 Price changes. peyd may adjust prices with 30 days’ notice if the costs of the Services change (in particular fees of Payment Partners and card networks, interchange, hardware or mobile costs). peyd notifies the change in text form; section 21 applies accordingly.

10.4 Surcharge switched off. If the Customer deactivates the surcharge function (section 7), peyd may adjust the fees for commercial cards and cards from outside the EEA to a maximum of 3.75%.

11. Payment terms

peyd invoices (e.g. minimum turnover fee, additional services) are due within 8 days of the invoice date. Where possible, the Customer grants a SEPA direct debit mandate; peyd then collects the amounts on the due date. Invoices are available in the customer portal or by email.

Transaction fees are deducted from payouts (section 6.2). If a negative balance arises that is not expected to be offset by further payouts in the near future, the amount may be collected by SEPA direct debit after prior notice.

In the event of late payment, the statutory rules apply. In addition, after a reminder, peyd may suspend the Services or Devices and – if the default continues – terminate the contract. After a suspension, peyd reactivates the Services once the outstanding amounts and a reactivation fee according to the price list have been paid.

12. Term and termination

12.1 Minimum term. The contract has the minimum term agreed in the order form of 12, 36, 48 or 60 months from conclusion of the contract. Ordinary termination is excluded during the minimum term. If the parties agree to change the contract (e.g. additional terminals or different conditions), the minimum term agreed in the change form starts anew unless otherwise agreed in writing.

12.2 Termination. After the minimum term, the contract continues indefinitely and may be terminated by either party with one month’s notice to the end of a month. Termination requires at least text form (e.g. email to support@dem-com.de). After the contract ends, peyd may block the Devices and Services without further notice.

12.3 Termination for cause. The right to terminate for good cause remains unaffected. Good cause for peyd exists in particular if the Payment Partner ends its business relationship with the Customer or in a case under section 13.

12.4 Return. Section 4.4 applies to the return of the Devices.

13. Breaches by the Customer

A material breach exists in particular if the Customer:
• fails to pay amounts due to peyd or a Partner;
• breaches these Terms, the Agreement or a Partner’s terms;
• misuses, damages, opens or tampers with Devices, infiltrates the payment system or gains unauthorised access to data or software;
• has Devices maintained by third parties or uses another payment gateway with the Devices;
• breaches exclusivity (section 6.4);
• becomes insolvent, or it, a shareholder or a beneficial owner becomes subject to insolvency or restructuring proceedings;
• fails to comply with PCI DSS (section 19) or requirements for the protection of card or personal data;
• does not fully inform peyd about its products and services, provides false information (including the merchant category code, MCC) or offers prohibited or unlawful goods or services;
• uses the Services unlawfully or contrary to card network rules;
• is listed on a sanctions list (e.g. UN, EU, United Kingdom, USA) or breaches sanctions, anti-money laundering or counter-terrorism laws;
• or if the Payment Partner ends processing for the Customer for whatever reason.

In these cases, peyd may terminate the contract without notice and block the Devices or Services. peyd may then charge a flat fee of €45 plus VAT per month and terminal or payment solution for the remaining minimum term – at peyd’s choice as a lump sum or monthly. The Customer may prove that peyd suffered no loss or a significantly lower loss. If Devices are not returned within 14 calendar days, peyd additionally charges the flat fee of €800 plus VAT per Device (section 4.4).

The Customer’s statutory rights in the event of breaches by peyd remain unaffected.

14. Liability

14.1 peyd is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act and where mandatory statutory liability applies.

14.2 In the case of simple negligence, peyd is only liable for breaches of material contractual obligations (obligations whose fulfilment makes proper performance of the contract possible and on which the Customer may regularly rely), limited to the typical damage foreseeable at the time the contract was concluded. In these cases, total liability is limited to the list price of the Devices plus the fees peyd charged the Customer in the three months before the event causing the damage.

14.3 peyd is not liable for damage caused by necessary maintenance, force majeure (e.g. natural events, war, terrorism, pandemics, strikes, official measures) or disruptions of power, mobile or telecommunications networks for which peyd is not responsible. If a party is prevented from performing by force majeure, deadlines are extended accordingly.

14.4 The Payment Partner is responsible for processing card payments and payouts; claims arising from this are directed against it. peyd is not liable for lost revenue resulting from Devices or Services being temporarily unavailable, unless section 14.1 applies.

14.5 In the case of simple negligence, peyd is only liable for data loss to the extent that would have occurred had the Customer backed up its data regularly. The Customer backs up its data (e.g. till and accounting data) regularly.

14.6 The Customer is solely responsible for the lawful use of the Services in its business.

15. Communication

The contract is concluded and correspondence takes place by email, via the customer portal or other electronic means. The Customer keeps the email address registered with peyd up to date. Notices sent to the last known email address are deemed received.

16. Relocation and changes at the Customer

The Customer informs peyd in text form at least 30 days in advance of a relocation of its business or a change of its website (name/URL) or bank details. peyd may charge resulting costs (e.g. shipping, reconfiguration) according to the price list.

An online payment gateway may only be used on websites owned by the Customer, used for its business and approved by peyd. Changes require peyd’s prior approval.

17. Confidentiality

Both parties treat all non-public information about the other party as confidential. Exceptions are disclosures required by law or authorities, disclosure to Partners under these Terms, to advisers bound by professional secrecy (e.g. tax advisers, auditors, lawyers) and in connection with a transfer of the contract under section 23.

18. Data protection and data processing

18.1 Controller. Black Oak GmbH is the controller for the processing of personal data under the contract (contact: support@dem-com.de). Our privacy policy applies in addition (for merchants in particular Part B).

18.2 Data we process. To perform the contract, we process and store in particular:
• Customer master data (company name, legal form, address, register data, tax number/VAT ID, industry, locations);
• data of contact persons, managing directors, owners and beneficial owners (name, contact details, date of birth, nationality, ID and verification data);
• bank details and SEPA mandate;
• contract and billing data (conditions, invoices, payments, communication with us);
• device and usage data (serial numbers, terminal location, customer portal logins, technical logs);
• transaction data (date, time, amount, card type, truncated card number, status, chargebacks). peyd does not store full card numbers or security codes.

18.3 Purposes and legal bases. We process this data:
• to prepare and perform the contract – provision of Devices, billing, support, customer portal (Art. 6 (1) (b) GDPR);
• to comply with legal obligations – in particular identification and checks under the German Anti-Money Laundering Act, sanctions screening, retention under commercial and tax law (Art. 6 (1) (c) GDPR);
• for legitimate interests – fraud and misuse prevention, risk and credit checks, IT security, enforcement of claims and information about our own similar products (Art. 6 (1) (f) GDPR);
• where the Customer has given separate consent, for the purposes stated there (Art. 6 (1) (a) GDPR).

By concluding the contract, the Customer acknowledges that this data is processed and stored for these purposes and transferred to the recipients listed in section 18.4 to the extent necessary. Without this data we cannot conclude or perform the contract.

18.4 Recipients. We only share data where necessary for these purposes, in particular with:
• the Payment Partner and its service providers – for onboarding, KYC checks, processing payments, payouts and chargebacks;
• device partners, lessors and logistics providers – for provision, shipping, replacement and return of Devices;
• IT, hosting, communication and e-signature providers acting on our behalf (Art. 28 GDPR);
• credit agencies and providers of identity, sanctions and credit checks;
• tax advisers, auditors, lawyers, debt collection agencies and authorities where we are obliged or entitled to do so.

Data is only transferred to countries outside the EU/EEA if an adequacy decision of the European Commission exists or appropriate safeguards (e.g. EU standard contractual clauses) are in place.

18.5 Retention. We store the data for the term of the contract and beyond as long as statutory retention obligations apply – in particular up to ten years under commercial and tax law (§ 257 HGB, § 147 AO) and five years after the end of the business relationship under the Anti-Money Laundering Act (§ 8 GwG) – or as long as needed to defend or enforce claims (e.g. chargebacks). The data is then deleted.

18.6 Processing on behalf of the Customer. Where peyd processes personal data on behalf of the Customer when providing the Services (e.g. data of its employees in user accounts or of its end customers on receipts), peyd acts only on the Customer’s documented instructions. Details are set out in a data processing agreement under Art. 28 GDPR, which forms part of the Agreement and is provided on request. The Payment Partner processes cardholder data under its own responsibility.

18.7 Customer obligations. If the Customer provides personal data of third parties (e.g. managing directors, beneficial owners or employees), it warrants that it is entitled to do so and informs these persons about the processing by peyd and the Partners (Art. 13, 14 GDPR), in particular by referring to our privacy policy.

18.8 Consent. peyd obtains consent for anything beyond performing the contract (e.g. marketing by phone or newsletter) separately and voluntarily. It is not a condition for concluding the contract and can be withdrawn at any time with effect for the future, e.g. by email to support@dem-com.de.

18.9 Data subject rights. Data subjects have the right of access, rectification, erasure, restriction of processing, data portability and to object to processing based on legitimate interests (Art. 15–21 GDPR), and may lodge a complaint with a data protection supervisory authority. Statutory retention obligations take precedence over an erasure request.

19. PCI DSS and card data

The Customer complies with the Payment Card Industry Data Security Standards (PCI DSS) at all times and confirms this annually on request by a self-assessment questionnaire (SAQ). In particular, it:
• does not store cardholder data – neither on paper nor electronically – nor security codes (CVC/CVV) outside the payment solution;
• protects its systems and accounts with strong passwords (at least 12 characters) or other secure methods;
• protects the Devices against tampering and substitution, inspects them regularly and trains its staff to recognise and report suspicious activity;
• reports any (potential) security incident to peyd and the Payment Partner without delay;
• cooperates in PCI-related audits and investigations.

20. No right of withdrawal

As our Services are offered exclusively to businesses, there is no right of withdrawal.

21. Changes to these Terms

peyd may change these Terms where necessary to adapt to unforeseeable circumstances arising after conclusion of the contract (e.g. changes in law, requirements of Payment Partners or card networks), provided that material provisions of the contract are not affected.

peyd notifies the Customer of changes by email at least 30 days before they take effect. If the Customer does not object in text form within four weeks of receiving the notice, the changes are deemed accepted. peyd points out the right to object, the deadline and the consequences separately in the notice. There is no right to object to changes that are exclusively beneficial to the Customer, purely administrative or required by law.

The current version is available at peyd.de/en/terms.

22. Intellectual property and references

All rights in Devices, software, gateway, customer portal and documentation remain with peyd or the respective rights holders. The Customer only receives the right of use described in section 6.3. It may not copy, modify or reverse engineer the software or circumvent technical protection measures unless mandatory law permits this.

peyd may name the Customer (company name and logo) as a reference unless the Customer objects in text form. The Customer may only use peyd’s trademarks and logos with prior consent, except for materials provided by peyd (e.g. acceptance stickers).

23. Transfer of the contract

peyd may transfer rights and obligations under the contract in whole or in part to an affiliated company or a legal successor; the Customer will be informed. The Customer may only transfer rights and obligations with peyd’s prior written consent – including to another company it owns or to family members.

24. Chargebacks

Cardholders can dispute a payment with their bank. The Payment Partner may withhold payouts to the Customer for the duration of such a dispute. On request, the Customer provides peyd or the Payment Partner without delay with all documents relating to the disputed payment (e.g. receipt, invoice, proof of delivery). The Payment Partner and the card networks decide on the chargeback under their rules.

For each chargeback, peyd charges a handling fee according to the price list. From the third chargeback in a calendar month, an additional fee according to the price list applies to each further chargeback.

25. Final provisions

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. If the Customer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction is the registered office of Black Oak GmbH; peyd may also sue the Customer at its registered office.

Should any provision of these Terms be or become invalid, the validity of the remaining provisions remains unaffected. The invalid provision is replaced by the statutory provision.

In the event of discrepancies between the German and English versions of these Terms, the German version prevails.