Welcome to C-Novation Pay.
C-Novation Pay is a C-Novation GmbH & Co KG, Artlenburger Landstrasse 15, 21339 Lüneburg, represented by the Managing Director Andy Uliczka.
By using C-Novation Pay’s software, services, and features in accordance with the following provisions, you hereby expressly agree to these terms and conditions. We reserve the right to update these general terms and conditions from time to time. It is your responsibility to review these terms and conditions regularly.
C-Novation Pay (hereinafter referred to as “ service provider”) is a technical service provider specializing in online billing services, the sale of point-of-sale terminals and the processing of virtual currency payment transactions via point-of-sale terminals (hereinafter referred to as “POS terminals”).
The service provider supplies the technical platform and the necessary interfaces required to settle payments for the fee-based services provided by its contractual partners (hereinafter referred to as “merchants”) in both online and retail stores. The service provider shall exclusively provide the technical services required for the implementation of this payment processing.
II. General provisions
(1) The present general terms and conditions apply from the beginning of the contractual relationship between the service provider and the merchant in the respectively valid version both for existing transactions and for all future transactions.
(2) The services of the service provider are provided exclusively based on these general terms and conditions and are only rendered for entrepreneurs within the meaning of § 2 Paragraph 1 UStG (German Turnover Tax Act). An entrepreneur within the meaning of § 2 (1) UStG is anyone who carries out a commercial or professional activity independently. Any sustainable activity for generating income is commercial or professional, even if no intention of making a profit exists.
(3) Any conflicting, deviating or supplementary terms and conditions issued by the merchants (even if known) shall not form part of the contract unless they have been expressly agreed in writing. The service provider’s silence regarding the merchant’s deviating offers shall not constitute the acceptance of such offers.
(1) For the purposes of these general terms and conditions, a merchant is defined as any party who acquires POS terminals from the service provider for a fee, integrates the service provider’s payment systems on their websites or integrates the service provider’s payment systems for the processing of payment transactions via the connection of POS terminals in retail stores.
(2) The customer is the party who makes use of the service provider’s technical payment system to pay for offers made by the merchant.
(3) Virtual currency, in the meaning of these general terms and conditions, is a digital means of payment in the form of a crypto currency, which is not cash or deposit money.
(5) Virtual currency payment transactions within the meaning of these general terms and conditions are transactions in which the service provider provides a technical service enabling the forwarding of digital coins from the customer’s wallet to the merchant’s wallet. The virtual currency will not be exchanged into a FIAT currency.
(6) Transfer wallet addresses within the meaning of these general terms and conditions are wallets which are temporarily made available to the merchants by the service provider in order to identify incoming customer payments and to ensure the transfer of virtual currency funds to the merchant’s wallet.
3. Merchant registration
(1) Before the merchant can use the service provider’s services, the merchant must register on the service provider’s website and open an account. Registration is free of charge. Merchants are obliged to ensure that the information provided by them for the purpose of registration or the subsequent completion of registration is complete and truthful.
(2) During the registration and opening of an account, the merchant must provide their contact information, i.e. their name, e-mail address as well as the name and address of their company. Furthermore, the merchant must create a password. By registering and creating an account, the merchant declares that they wish to conclude a contract governing the free use of the online platform.
(3) After registration, the service provider shall generate so-called wallet addresses for the merchant for each crypto currency requested by the merchant where the virtual currency payments to be transferred by customers will be booked.
(4) The merchant bears full responsibility for the legality and correctness of the data provided during registration. Intentional and/or fraudulent misrepresentation of information may lead to civil legal measures. In such cases, the service provider also reserves the right to block the profiles and accounts of merchants who have provided false information intentionally and/or fraudulently and to terminate the user contract extraordinarily.
(5) The merchant undertakes to notify the service provider of any changes to their data, particularly with regard to bank details, wallets, addresses and e-mail addresses, without delay. If the merchant does not comply with this obligation, they shall be liable for any resulting damages.
(6) The merchant may not transfer their profile and login data to any third party for use. The use of a merchant account by third parties constitutes good cause for extraordinary termination without prior warning. It is in the merchant’s own interest to inform the service provider immediately of any information obtained by third parties and of any misuse of their online account. The service provider shall not be liable for any losses incurred by the merchant as a result of the disclosure of their password to third parties.
(7) During registration, the merchant may choose their username and password freely. The merchant agrees to keep the password secret. Should the merchant become aware of any unauthorized use of their password, they undertake to notify the service provider immediately.
(8) The service provider reserves the right to reject registrations at their own discretion and without stating reasons.
III. Conclusion of contract
1. Purchase of goods
(1) The presentation of goods in the online store does not constitute a binding offer by the service provider.
(3) The merchant will be informed of the receipt of the order by e-mail. This order confirmation also constitutes the acceptance of the purchase contract by the service provider.
(4) A contract can only be concluded with legal entities or partnerships who or whose representatives have reached the age of 18 (or the age necessary for the conclusion of effective contracts in the country in which a person is domiciled).
2. Payment system integration or POS terminal connection
(1) A contract between the service provider and the merchant regarding the integration of a payment system on the merchant’s website or the connection of a POS terminal placed in the merchant’s retail stores is concluded after the successful completion of registration via the activation of the respective services by the service provider.
(2) A contract can only be concluded with legal entities or partnerships who or whose representatives have reached the age of 18 (or the age necessary for the conclusion of effective contracts in the country in which a person is domiciled).
IV. Provisions governing the (technical) processing of payment transactions
1. General provisions
(1) The service provider assumes the technical processing of the virtual currency payment transaction selected by the customer and provides the technical infrastructure for the interfaces to enable the technical processing of payments. Within this framework, the service provider guarantees the provision of its services in accordance with the recognized and standard level of up-to-date technology and in compliance with all applicable security regulations governing the proper processing of technical payment services.
(2) The service is available 24 hours a day, seven days a week with an annual average availability of 99.8%. This excludes downtimes resulting from maintenance and software updates as well as times during which the service cannot be accessed online due to technical or other problems beyond the service provider’s control (force majeure, the fault of third parties, etc.). To make full use of the service, the merchant must utilize the latest (browser) technologies or enable their use on their computer (e.g. activation of Java Script, cookies, pop-ups). If the merchant uses technologies that are older or not commonly used, the merchant may only be able to use the service provider’s services to a limited extent.
(3) The service provider grants the customer personal, limited, non-exclusive, revocable and non-transferable permission (without the right to sublicense) to use the services for the purpose of accepting the payment methods offered. The payment methods accepted by the service provider are listed on the service provider’s website. The service provider is entitled to add or remove payment methods at any time.
(4) The service provider shall ensure that any virtual currency amounts received from the merchant’s customers are to be assigned to the merchant for accounting purposes and are at no time mixed with the service provider’s virtual currency amounts or with the virtual currency amounts of any other natural or legal persons.
(5) Certain payment transactions may be denied or blocked in the event of security concerns. The service provider will inform the merchant immediately in any such case and, if necessary, communicate any concerns they may have to the merchant.
(6) If the merchant initiates payment transactions with his customers using the service provider’s services, the merchant is obliged to offer its customers revocation rights and to make them known to them.
(7) The service provider is entitled to grant refunds to the merchant’s customers, without consultation with the merchant, if the transaction in question was initiated by a person under guardianship or as a result of a criminal offence or technical error.
(8) As part of the transfer of the claims to be collected, the merchant shall be liable for the existence of the receivables and for the indemnity from all defenses and objections concerning the receivables until their settlement. Furthermore, the merchant shall be liable for ensuring that the legal validity of the claims is not subsequently changed, in particular, not voided by agreement with the customer or via contestation or a set-off, and/or especially if the service or other items provided to the customer are not in accordance with the contract and the customer can therefore assert fulfilment, reduction, withdrawal, or compensation rights due to non-fulfilment or as a result of rights of retention, unless the service provider is responsible. In such cases, the service provider will not collect claims should they become aware of them.
(9) The merchant shall be liable for the accuracy of the merchant data. Moreover, the service provider shall not be liable in the event of the irrecoverability of a claim, the transmission of false merchant data or non-existent claims or for the risk of customer insolvency.
(10) If the merchant sends forged or non-existent claims or merchant data, which were created by themselves or by third parties with their knowledge, in order to provide themselves or a third party with an illegal financial advantage using this data, or if the merchant is otherwise responsible for this, the merchant shall pay a contractual penalty to be determined at the discretion of the service provider and, if applicable, to be fully reviewed by the responsible court. Any further claims for damages shall remain unaffected.
2. Web shop payment interface for virtual currency (API)
(1) The service provider offers merchants a technical interface for integration and installation into the merchant software which enables the settlement of payments by customers and the technical processing of virtual currency payment transactions via a merchant’s online store.
(2) The merchant shall provide the service provider, via the interface made available to them, with the data necessary for the settlement and collection of the merchant’s claims against their customers. The service provider will use this data to bill the customer and collect the claims for the merchant.
3. Payment interface for POS payment transactions (API)
Within the framework of the technical processing of virtual currency payment transactions, the customer can choose the virtual currency with which they wish to pay for the goods or services offered by the merchant after the merchant has entered the amount due in EURO via an indicator on the POS terminal. After the customer has selected a virtual currency payment method by “clicking”, the POS terminal generates a transaction in the service provider’s API. Within this framework, the virtual currency amount to be transferred by the customer to the merchant is calculated based on up-to-date stock exchange rates. The amount to be transferred in digital coins always corresponds to the respective equivalent of the amount due in EURO. The service provider will then ensure that the merchant has a fixed wallet address to match the virtual currency requested by the customer as well as free transfer wallet addresses required for the registration and forwarding of virtual currency amounts to the merchant’s fixed wallet address.
Upon completion of this check, the merchant’s POS terminal will display a QR code containing the merchant’s transfer wallet address and the virtual currency amount to be transferred. The customer subsequently transfers the displayed virtual currency amount via their end device (e.g. mobile phone, tablet) from their wallet to the displayed transfer wallet address.
After the incoming payment has been registered in the correct amount at the transfer wallet address, the transferred virtual currency amount, minus a usage fee amounting to 1% of the transferred virtual currency amount, is transferred to the merchant’s fixed wallet address. Finally, the transaction is marked as “finished” on the POS terminal and the POS terminal issues a receipt for the merchant and the customer. The virtual currency payment transaction is thereby concluded.
V. Merchant obligations
(1) The merchant is obliged to keep the data provided to the service provider during registration up to date and to notify the service provider immediately of any changes to this data. The notification of these changes must be made in written form. The service provider assumes no liability for damages and losses resulting from a breach of this obligation.
(2) The merchant is solely responsible for the design and content of the merchant’s websites. The merchant may use the service provider’s offers exclusively for legally valid contracts concluded with their customers.
(3) The merchant is not entitled to make use of content, services or activities which are not within the scope of the merchant’s normal business operations as indicated to the service provider, or which are prohibited under German law and/or the law applicable in the merchant’s country of origin, or which are otherwise unlawful or immoral, and/or the distribution of which is likely to damage the service provider’s reputation. In particular, the service provider’s offer may not be used for the following product categories:
• pornography / prostitution
• weapons trading
• other illegal, inappropriate or offensive activities
(4) Compliance with all statutory information obligations towards the customer (e.g. imprint obligations, data protection information with regard to the customer, information on the dispute settlement procedure) is the sole responsibility of the merchant. The merchant shall process and be responsible for complaints and/or objections made by a customer against services provided by the merchant themselves and for their own account.
In the event that the service provider is sued by third parties on the basis of information or data on the merchant’s websites, the merchant undertakes to indemnify the service provider in full against any such claims by third parties and to reimburse or assume the costs of any legal defense incurred in full. The merchant agrees that the service provider may inform third parties of the merchant’s address for the purpose of legal proceedings against them by third parties.
(5) The merchant is obliged to comply with all requirements relating to the prevention of money laundering. In particular, it may be necessary for the service provider to identify the merchant in accordance with the Money Laundering Act (Geldwäschegesetz – GWG). In this case, the merchant has an obligation to cooperate pursuant to § 11 (6) GWG. In these cases, legal transactions between the service provider and the merchant are concluded subject to the condition precedent that the customer is sufficiently identified and authenticated in accordance with the provisions of the GWG.
(6) When using the services of the service provider, merchants are prohibited from infringing the rights of third parties, harassing third parties or otherwise violating any applicable legislation or common decency. In particular, merchants agree to refrain from the following activities:
• Spreading statements with offensive, harassing, violent, violence-glorifying, inflammatory, sexist, obscene, pornographic, racist, morally objectionable or otherwise objectionable or prohibited content;
• Insulting, harassing, threatening, scaring, defaming, inconveniencing other customers or the service provider’s employees
• Spying on, disclosing or disseminating the personal or confidential information of other customers or the service provider’s employees;
• Disseminating false allegations about the race, religion, gender, sexual orientation, origin, or social status of other customers or the service provider’s employees;
• Disseminating false allegations about the service provider;
• Pretending to be the service provider’s employee or an affiliate or partner of the service provider;
• Using legally protected images, photos, graphics, videos, pieces of music, sounds, texts, trademarks, titles, designations, software or other content and trademarks without the consent of the copyright holder(s) or permission by contract, law or regulations;
• Disseminating statements with religious or political content;
• Using prohibited or illegal content;
• Using errors in programming (so-called. bugs);
• Taking measures that could lead to excessive server load and/or massively affect the operations of other customers;
• Hacking or cracking and the promotion or facilitation of hacking or cracking;
• Dissemination of counterfeit software and the promotion or encouragement of the dissemination of counterfeit software;
• Uploading files that contain viruses, trojans, worms, or corrupted data;
• Using or distributing “auto” software programs, “macro” software programs, or other “cheat utility” software programs;
• Modifying the service or parts thereof;
• Using software that enables “data mining” or otherwise intercepts or collects information related to the service;
• Interrupting transmissions to and from service servers and the website servers;
• Infiltrating the service, data, or website servers.
(7) Merchants‘ transactions with themselves (e.g. the booking of their own transactions) and the assertion of forged or non-existent claims which are intended to provide the merchant themselves or a customer with an unlawful financial advantage are inadmissible and shall not be paid out.
(8) The service provider shall be entitled to review the merchant’s offer at any time and to refuse or discontinue the settlement of offers made by the merchant which, in the service provider’s opinion, do not meet the requirements set forth in these general terms and conditions.
(9) The service provider hereby informs the merchant of the service provider’s house rights regarding the use of the service provider’s internet offer and expressly reserves the right to immediately block and extraordinarily terminate the online account and user contract, provided that one of the obligations regulated in previous paragraphs or otherwise applicable law is violated during use.
(10) In accordance with applicable laws, the merchant is solely responsible for obtaining all the necessary information about its customers and the goods or services offered by them.
(11) Insofar as disruptions to the service provider’s services occur, the merchant shall report these to the service provider without delay (during normal business hours Monday to Friday, 9 am to 5 pm). The merchant is obliged to cooperate with the fault analysis to a reasonable extent. If the merchant does not or only partially fulfills their obligations to cooperate, the resulting extended downtimes with respect to connection availability and response times will be considered in favor of the service provider. If the merchant is responsible for the fault, they shall bear the costs incurred for remedying the fault.
VI. Payment conditions, prices
(1) For participation in the virtual currency billing services provided by the service provider via POS terminals as well as payment interfaces in online stores, the service provider charges a one-time usage fee currently amounting to 0% of the virtual currency amount received at the merchant’s transfer wallet address. The usage fee can be increased, in addition, the usage fees may vary from country to country (link to price list). The usage fee is calculated at the time the virtual currency amount is received at the merchant’s transfer wallet address and transferred to the service provider’s corresponding wallet address.
(2) The purchase price for the purchase of a POS terminal is due immediately upon conclusion of the contract. The following payment options are available to the customer: prepayment and Bitcoin.
(3) All prices are to be understood as total prices including the legal value added tax, but, excluding shipping costs.
VII. Delivery conditions / shipping costs
(1) Unless otherwise agreed, delivery shall be made ex stock to the delivery address specified by the merchant. Delivery shall take place within 14 days, whereby working days are deemed to refer to Monday to Friday, except for public holidays. The delivery period begins one day after the receipt of payment.
(2) If the service provider incurs additional shipping costs due to the provision of a false delivery address or a false addressee, these costs are to be reimbursed by the customer, unless they are not responsible for the incorrect information.
(3) The service provider delivers to the following countries at the following shipping costs.
VIII. Retention of ownership
The goods remain the property of the service provider until full payment has been received.
VIIII. Contract termination
(1) The contract between the parties is concluded for an indefinite period. Both contracting parties have the right to terminate the contractual relationship at the end of a month with four weeks‘ notice, in written form.
(2) The right of the parties to extraordinary termination of the contract in the event of good cause shall remain unaffected by the notice period for ordinary termination. Good cause shall be deemed to exist, especially, if essential provisions and regulations of the contract have not been culpably complied with and if claimed defects have not been remedied within a reasonable period of time.
(3) In particular, the service provider also has the right to terminate the contract for reasons of good cause and may block the profile of the merchant if
• a particularly serious breach of these general terms and conditions has occurred;
• fraudulent or other particularly serious illegal activities become evident during the use of the service provider’s offers and services;
• the merchant provides false or misleading information to the service provider;
• the merchant causes damages to the service provider or the service provider’s other customers.
(4) After termination of the contractual relationship, the merchant may no longer use the service provider’s offers. However, until the termination, any payment transactions initiated before the end of the contract will still be processed by the service provider.
(5) In the event of contract termination, the merchant is obliged to return all confidential information belonging to the service provider and/or to delete it from their computers and servers and to discontinue its continued and future use. Furthermore, the merchant agrees to keep the confidential information secret for at least one year after termination of the contractual relationship. If this obligation is violated, the merchant is obliged to pay a contractual penalty to be determined at the service provider’s reasonable discretion and, if necessary, fully reviewed by the responsible court.
X. Liability / exclusion of liability
(1) The service provider cannot be held responsible for any incorrect information provided by the merchant during registration. Consequently, the service provider cannot assume any liability for the accuracy of this information.
(2) With reference to the risk notice, the service provider is also not liable for the attainment of the desired success which the merchant wishes to achieve by using the services provided by the service provider.
(3) The service provider is not liable for disturbances in the quality of access to the service resulting from force majeure or events for which the service provider cannot be held responsible due to, at the least, gross negligence. Furthermore, within the framework of legal regulations, the service provider is not liable for the unauthorized acquisition of information by third parties about the merchants‘ personal data (e.g. resulting from unauthorized database access by “hackers”).
(4) In other respects, the service provider shall only be liable for damages other than those resulting from injury to life, limb and health if these are based on intentional or grossly negligent actions, or due to a culpable violation of an essential contractual obligation by the service provider, its employees or its vicarious agents. This also applies to damages resulting from the violation of obligations during contract negotiations and from the performance of unlawful acts. Any further liability for damages is excluded.
(5) The liability is, except in the case of injury to life, body and health or intentional or grossly negligent conduct on the part of the service provider, its employees or vicarious agents, limited to the damages typically foreseeable at the time of the conclusion of the contract and otherwise to the amount of contractually typical average damages. This also applies to indirect damages, especially in the case of loss of profit.
(6) The merchant is not entitled to assign any claims they may have against the service provider to third parties without prior written consent from the service provider.
The parties are obliged to maintain confidentiality for all the information provided within the framework of the business relationship, regardless of its form. Furthermore, the parties are also obliged to equally obligate all third parties engaged in the performance of their services to secrecy.
3. Trademark and copyright law
(1) The service provider in relation to the merchant is the sole owner of the rights of reproduction, distribution, processing and all copyrights as well as the right of incorporeal transfer and reproduction with regard to the service provider’s website as well as its individual contents, services, otherwise developed services and property rights. The use of all services and their contents, materials as well as trademarks and brands is exclusively permitted for the purposes stated in these general terms and conditions. Use without the service provider’s express permission constitutes a violation of these general terms and conditions and may lead to the blocking or deletion of the merchant’s profile including all wallets and their contents.
(2) Violations of copyrights, trademark rights or other ancillary copyrights will be punished by the service provider. The service provider reserves the right to delete or deactivate content that has been reported to the service provider as it sees fit and to block the profiles of repeat offenders.
4. Applicable law, place of jurisdiction, contractual language
(1) The law of the Federal Republic of Germany shall apply between the contracting parties, excluding provisions on conflicts of laws and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
(2) The place of jurisdiction and place of performance is Musta (Malta)
(3) The contractual language is German.
XII. Final provisions
(1) Amendments or supplements to these general terms and conditions must be made in writing. This shall also apply to the removal of the requirement of written form.
(2) If a clause of these general terms and conditions is deemed ineffective or incomplete, the entire contract shall not be void. Rather, the ineffective clause shall be replaced by a clause that is effective and comes closest to the economic meaning of the ineffective clause. The same shall apply when closing a loophole in need of regulation.
General terms and conditions as of: 07/06/2019