(1) These Terms and Conditions define the contractual relationship between EuroBill and the Webmaster as regards EuroBill's service offering.
(2) The Terms and Conditions, as well as all modifications thereto, can be viewed or printed out at any time in the internet on the EuroBill homepage. References by the Webmaster to his own Terms and Conditions cannot be taken into consideration.
(3) EuroBill retains the right to modify these Terms and Conditions. This is especially significant when alterations to compulsive statutory regulations, alterations in internet-related regulations or structural alterations within EuroBill make such modifications necessary. The Webmaster will be informed of such modifications at the "news" section of the statistics area. The modifications are assumed to be approved and accepted if the Webmaster does not object or express disagreement with the modification via postal or electronic mail. When informing the Webmaster of such modifications, a specific reminder as to these consequences will be included. The Webmaster must register his objection within one month after being informed of such modifications. When the Webmaster refuses to accept the new Terms and Conditions, EuroBill maintains the right to terminate the Webmaster's contract.
2. Specification of Services
(1) EuroBill has developed an eCommerce System which makes it possible for providers of internet content or internet services to sell their website content via EuroBill.
(2) The respective complete and updated functional range of the EuroBill system can be called from the EuroBill web pages at any time.
(3) EuroBill provides for the availability of support service on Monday through Friday via telephone, email or facsimile. Error reports can be sent to en@eurobill.com at any time of the day or night.
(4) EuroBill provides Webmasters with statistical data in digital form, such as reports on their sales volume with EuroBill. This data can be accessed in the internet via a username and a password.
(5) All server and system components of the EuroBill System are operated in a technically secure computer network. Data configured by the Webmaster is stored using state-of-the-art technology. EuroBill generally performs maintenance on the EuroBill System during the night.
3. Purchasing claims and clearing with the Webmaster
(1) EuroBill purchases Webmaster claims which have been procured by customers whose payments are based upon and processed as transactions by the EuroBill System, at the face value of the claim minus the stipulated commission, in accordance with the conditions described below. The Webmaster is responsible for ensuring that all claims which result from contracts with his customers for sums of money which he has processed in the EuroBill System will be successively presented to EuroBill for purchase when conditions for purchase are fulfilled. These claims by the Webmaster concern themselves with customer monetary return services, in particular purchase price or other payment claims or payments to the Webmaster for the provision of digital content, services or other benefits from the Webmaster's web offering. The Webmaster presents his offer to close a sales agreement with EuroBill by sending an authorization request to the EuroBill server to identify the customer via his username and password, or to verify the customers's credit limit. In such cases, EuroBill accepts the Webmaster's offer to sell by sending a positive response to the authorization or verification query. The Webmaster waives any right to receive a declaration of acceptance. The Webmaster herewith relinquishes this claim with respect to the customer under the suspensory conditions of the account purchase; EuroBill herewith accepts this relinquishment.
(2) The Webmaster carries the risk of the customer's insolvency for all claims purchased by EuroBill. This illiquid state is considered to be present when the customer is not capable of fulfilling his responsibility to EuroBill to present the acquired monetary purchase price claim in due form and time. Further admonition by EuroBill is not obligatory.
(3) The Webmaster must ensure that claims thus conferred do indeed exist, are transferable and not afflicted with exceptions or limitations, and that they have not been subsequently altered regarding their judicial constancy and content, that there has been no refutation or summation with intent of expiration or forfeiture, that no cancellation or possible disclaimer on the part of the customer in accordance with distant selling regulations or consumer credit contracts or voiding are present, or that the services and/or data provided to the customer do not fulfill contractual commitments, permitting claims for reduction, cancellation, compensation due to non-fulfillment or additional delivery, or the assertion of right of retention. This liability on the part of the Webmaster is indisputably assumed if the customer's bank or credit card institution returns a debit or credit note resulting from an associated payment transaction, or declares such a note to be irredeemable.
(4) In such cases of liability, EuroBill maintains the right to rescind - immediately or at any previous or subsequent point in time - from the sales agreement when a return debit is received from a bank or credit card institution. Upon receipt of the information of the occurrence of such cases of non-fulfillment of claims due to non-payment or transaction reversal, or by the levying of exceptions or limitations or other customer reclamations, EuroBill shall have the right to withdraw from the respective sales contract. EuroBill shall transfer the purchase price claim to the Webmaster under the suspensory conditions of withdrawal. The Webmaster herewith accepts this transfer, whereby EuroBill waives any right to receive a declaration of acceptance. In such cases, the Webmaster is liable for all bank charges or fees from the respective credit card institution incurred by EuroBill. The respective customer's access to the web offerings of the Webmaster will be disabled by EuroBill until the issue is fully clarified.
(5) Payments to the Webmaster are accompanied by a settlement invoice containing the amount of sales purchased by his customers and the amount of payment due to him from EuroBill. Amounts due for payment to EuroBill by the Webmaster, including commission and claims from cancellations prior to and including the current payment period, will be deducted from the Webmaster's payment. Should claims on the Webmaster from EuroBill exceed the current Webmaster payment, EuroBill will collect the amount due from the Webmaster's bank or credit card institute via debit note. The Webmaster herewith grants EuroBill the necessary mandate required in order to perform this transaction.
(6) In cases where the regulations of distant selling contracts are applied and a customer exercises his right of withdrawal after a settlement between EuroBill and the Webamster, EuroBill will reimburse the customer's payment and collect amounts accumulated from such refunds from the Webmaster at the end of the current settlement period, providing that EuroBill has fulfilled the customers's reimbursement claim by this time.
(7) The Webmaster's assertion of his right of retention is limited to his counterclaim with respect to a given contract, or such counterclaim is undisputed or has been legally determined. The Webmaster can only offset against claims from EuroBill if his claim is undisputed or has been determined to be legally binding.
4. Fees / Payment / Date of Settlement
(1) The service fee for a given method of payment is governed individually by a separate cooperation contract.
(2) Regardless of the currency implemented, the Webmaster's virtual account in the EuroBill System is maintained in Euros. For this purpose, processed amounts will be converted to Euros via the daily applicable exchange rate and credited to the Webmaster's account.
(3) Each calendar month is divided into two payment periods. The first period consists of the period from the 1st through the 15th of each month; the second period consists of the period from the 16th through the end of the month.
(4) The clearing and disbursement of purchased claims occurs automatically after a delay of one month from the closing of a given payment period. Objections to the amount of payments must be presented by the Webmaster within 15 days after disbursement in written form (letter or facsimile). The omission of timely objections specifies acceptance.
(5) 10% of all credit card transactions are retained by the acquirer and paid after the expiration of the customer's revocation period of 6 months for the coverage of chargeback risk.
(6) EuroBill has the right to retain payments in cases where the Webmaster has a negative balance in the current accounting period or his payment minimum of EUR 100,00 has not been exceeded. In such cases, the positive or negative balance will be carried over to the next accounting period.
(7) EuroBill's accounting fees are offset within the Webmaster's settlement and balanced against the Webmaster's claims.
(8) All payments are made via bank transfer. Any bank fees resulting are covered by the Webmaster. All payments are made in Euros.
(9) EuroBill is authorized to engage other service providers in order to fulfill its commitment to availability of the Processing System. EuroBill has the right to suspend payment or to revindicate previous payments, should a service provider fail to pay its due payments to EuroBill, regardless of applicable legal grounds. EuroBill is committed to inform Webmasters immediately in such cases and to initiate all available legal measures to effect the payment of the service provider to EuroBill.
5. Scope of EuroBill's Responsibility
(1) The Webmaster is aware of the fact that the quality of the internet access and the transfer of data within internet is dependent upon downstream data connections upon which EuroBill has no influence, accepts no responsibility and gives no warranty.
(2) In addition, EuroBill accepts no responsibility for the accuracy, integrity, recoverability, timeliness and quality of web offerings supplied by the Webmaster. In particular, EuroBill will not adopt content which is supplied by the Webmaster as its own.
(3) Disorders in the quality of internet access and/or the transfer of data within the internet which are due to force majeure (act of God, act of nature beyond the control of EuroBill) or result from events which are not with EuroBill's scope of influence and which reduce or eradicate EuroBill's capacity have no influence on EuroBill's right to receive payment. The presence of a hindrance which is not irrelevant and which remains present for a period of time which is also not irrelevant (at least one week) authorizes the extraordinary contractual cancellation by the Webmaster. Additional rights are excluded.
(4) It is the responsibility of the Webmaster to immediately inform and admonish EuroBill in written form if the provision of contractually stipulated performance by EuroBill be disrupted by circumstances which are within EuroBill's scope of control. EuroBill shall repeat and as the case may be improve deficient services. In addition, the Webmaster is entitled to extraordinary contractual cancellation. Such extraordinary cancellation requires that EuroBill be given a grace period of two weeks to satisfactorily fulfill contractual services and that this grace period has expired unsuccessfully.
(5) The Webmaster can implement only pretensions which are undisputed or are legally binding when protesting against EuroBill's claims. Rights of retention (lien) are only applicable when pertinent to individual, concrete contractual issues which are constituents of these Terms and Conditions.
6. Responsibilities and Obligations of the Webmaster
(1) The Webmaster shall examine and immediately communicate all recognizable deficiencies and disorders to EuroBill.
(2) The Webmaster is obligated to ensure that the EuroBill System is not implemented in an illegal fashion and to respect all laws and rights of third parties.
(3) The Webmaster is obliged to ensure that data which he supplies does not conflict with legal regulations regarding the protection of minors, the personal rights of others, or with copyright, trademark or other property rights of third parties.
(4) It is the responsibility of the Webmaster to install his web offering in its full volume in his own capacity into the EuroBill System in accordance with instructions. EuroBill explicitly assumes responsibility only for consultation. This includes particularly the integration of payment forms and customer management software, but also the design and phrasing of texts and links.
(5) In accordance with instructions from EuroBill, the Webmaster shall implement appropriate links in his web offering to ensure that all customer inquiries which relate to payments processed by EuroBill will be referred directly and immediately to EuroBill customer support. User inquiries which are sent directly to the Webmaster shall be immediately forwarded to EuroBill customer support.
(6) In accordance with EuroBill specifications, the Webmaster is responsible for ensuring that the customer is unambiguously aware of the fact that a contractual agreement is present solely between the customer and EuroBill.
(7) The Webmaster assumes responsibility for ensuring that username and password with which he is provided shall remain undisclosed. Abuse or loss of this data, or suspicion thereof, shall be immediately reported to EuroBill.
(8) The Webmaster is himself liable and responsible for the correctness, completeness, validity, relevance and/or quality of his web offerings.
(9) In cases of violation of the above mentioned obligations, EuroBill shall have the right to immediately and at their own choice either temporarily suspend all service provision completely or partially, and/or to terminate the contractual relationship without notice. In addition, the Webmaster shall be held responsible for recompensation to EuroBill for all damages and claims resulting from such breaches of duty and shall in addition assume responsibility for all disadvantages which result from said harmful activity.
7. Unfair, dishonest or illegal Advertisement ("Spam")
(1) The sending of unfair, dishonest or illegal promotion in newsgroups, via email transmissions, SMS, facsimile, post or other telecommunications media is strictly forbidden.
(2) Messages which contain a concealed or manipulated originator address, or messages to recipients who have not given their express consent to receive such messages, or messages which cannot be easily be terminated by the recipient are considered to be dishonest and illegal advertisements in this sense.
(3) In cases where EuroBill is informed of the transmission of dishonest advertisement, or is informed by third parties as to the dispatching of such advertisement, the Webmaster herewith grants EuroBill permission for the dissemination of all relevant personal data to investing authorities in accordance with legal warrant as well as to those parties who claim to have been recipients of said dishonest or illegal advertisements.
(4) In such cases, all claims on EuroBill become immediately invalid; EuroBill reserves the right to demand a contractual penalty of 5,000 Euros for each transmission of dishonest or illegal advertisement and to initiate legal proceedings against the respective Webmaster. The assertion of compensation of damages is not thereby excluded. EuroBill is authorized to offset said contractual penalties via sales income which has not yet been settled.
(5) Suspicion of transmission of illegal advertisement can be eliminated only by the provision of a statutory declaration by the Webmaster. This statutory declaration must be presented to EuroBill in original form within 5 days after demand by EuroBill. In this affidavit, the Webmaster must swear upon oath that he was not the originator of the aforementioned advertisement and that he did not give a third party or business venture the mandate to do so.
8. Copyright and Data Security
(1) EuroBill is the owner of all copyrights related to the System, as well as all other commercial protection rights. This also applies to the rights to the System Software including the associated documentation. The Webmaster may implement EuroBill on his web site in accordance with the Terms and Conditions of EuroBill. The Webmaster cannot purchase more comprehensive usage rights.
(2) EuroBill draws the attention of all Webmasters to the fact that unencrypted data can be read by third parties, this is also the case regarding email. EuroBill has no technical influence on this fact. It therefore remains the responsibility of the Webmaster to protect data against abuse via encryption or other procedures. EuroBill is not obligated to provide the Webmaster with technical or legal measures or provisions for the protection of this data.
(3) EuroBill fulfills all rules and requirements regarding data protection and vouches for the fact that all persons who are involved in the execution and implementation of this contract likewise fulfill these regulations. EuroBill shall bind its employees in the appropriate form regarding compliance with data protection legal formalities and their contractually stipulated obligation to secrecy.
9. Liabilities
(1) EuroBill is liable to the Webmaster for damages only if EuroBill has acted with premeditation or gross negligence. Beyond this point, EuroBill is liable to the extent of typically foreseeable damages in cases where EuroBill or their assignees have caused such damages in violation of a fundamental contractual obligation.
(2) This limitation of liability applies to all claims for damages, regardless of their legal ground, especially with regard to contractual contract-related claims. This limitation of liability does not apply to a legally imperative liability associated with the regulation of product liability rights.
(3) The Webmaster shall exempt EuroBill from all claims or debits brought to bear against EuroBill by third parties as a result of a purported violation of contractual responsibilities by the Webmaster.
10. Contract Duration / Cancellation
(1) This agreement remains effective indefinitely.
(2) The termination of this agreement by the Webmaster is possible at any time and without provision of grounds or reasons.
(3) EuroBill can execute an extraordinary notice of cancellation for significant reasons. Significant reasons are, for example, the breach of contractual agreement or of these Terms and Conditions, fraudulent acquisition of benefits or services, a higher-than-average chargeback ratio or the transmission of Spam Mails.
(4) This agreement shall be considered terminated if bankruptcy or composition proceedings are initiated against one of the contract parties.
(5) All usage rights of the Webmaster granted by EuroBill regarding the usage of the Processing System, promotion materials or other files or information provided by EuroBill expire when this agreement is terminated.
(6) EuroBill has the right to retain the final payment to the Webmaster for the appropriate period of six months.
11. Transference and Relinquishment
(1) The Webmaster may transfer the rights and responsibilities inherent in this contract to a third party only with previous written agreement by EuroBill.
(2) EuroBill can transfer the rights and responsibilities inherent in this contract to a third party without agreement by the Webmaster.
12. General Stipulations
(1) The place of delivery and venue in case of litigation is agreed upon as being the domicile of EuroBill also in those cases where the Webmaster has no general court of jurisdiction in Germany, or where the Webmaster has transferred his domicile to a foreign country after contract conclusion, or said domicile is unknown on the date of initiation of legal action.
(2) The contractual relation is subject exclusively to the right of Switzerland.
(3) The establishment of the inefficacy of one or more conditions or specifications in this agreement does not affect the efficacy of the remainder of the agreement.
