General Terms and Conditions for Participation in the Card Program

1. Involved parties

• These General Terms and Conditions (“GTC”) apply to the business relationship between you (the "Customer") and the German company xPay Card Services GmbH, with corporate address at Stuntzstraße 16, 81677 Munich (Germany), registered in Germany in the Commercial Register under No. 174202 ("XCS", "we", "us" or "our") regarding the Customer’s membership in our benefit program and, in connection therewith, various services related to payment services and a debit card ("Card Program“). Please, read them carefully, as membership in our Card Program requires your acceptance of the GTC.
• The debit card, as well as the associated account, are neither issued nor managed by us, but by PayCenter GmbH. The Customer membership in our Card Pogram requires an additional effective contract between the Customer and PayCenter GmbH. Please, note that PayCenter GmbH holds the regulatory licenses necessary for the use of the card product and is supervised by the German Federal Financial Supervisory Authority (BaFin). The General Terms and Conditions of PayCenter GmbH shall apply to this additional contract and are accessible in your “Legal Documents” page.
• XCS is entrusted with the sales, technical administration as well as the administration of Customer benefits as a so-called Program Manager. When the Customer applies for a debit card, a user contract is concluded, of which these General Terms and Conditions are an integral part.

2. Scope

• The services offered as part of the Card Program (“Services”) include, but are not limited to: i) Access to a payment account at PayCenter GmbH (“Card Account”); ii) Access to a debit card issued by PayCenter GmbH (“Card”); iii) Access to the management of the Customer's account and use of other offers and functions provided by us; iv) Depending on the Card Program, various services & benefits as described by us below.
• XCS endeavors to keep the Card Program available as uninterrupted as possible. However, due to the technical nature of the Internet, uninterrupted retrievability of our Services is not owed. XCS also provides for maintenance as required, during which our Services and thus Customer account may not be available at all or only to a limited extent. If possible, you will be informed in advance about planned maintenance work and its duration.

3. Ordering and issuance of your Card

• We offer the Customer various Card Products. These are each associated with different functions, services, benefits and costs. Customer can find the specifications of the Card Product in the "Price & Service Table", which can be viewed on your “Legal Documents” page or our website.
• We may reject Customer application at any time without giving reasons. In this case, Customer will not incur any costs. A legal claim to one of our Card Products and Cards is excluded.
• For Customer to order his/her Card, Customer must conclude an usage agreement with both us and PayCenter GmbH. You can view the respective terms and conditions when ordering your Card and later on our website.
• The functions that PayCenter GmbH performs as part of the Card Product are essentially: i) opening and maintaining the Card Account as a payment account for payments within the framework of regulation; ii) Execution of domestic and foreign payment transactions for the Card Account as well as the provision of a payment service framework agreement; iii) issuing the Card; and iv) carrying out the Customer's legitimation vis-à-vis with its affiliated companies. The details of the services provided by PayCenter GmbH and of the contract to be concluded with the Customer shall be governed by the relevant agreements on payment transactions and shall not form part of these GTC.

4. Costs

• Participation in our Card Program and the issuance of the Card is subject to one-time and monthly costs. The amount of the costs depends on the Card Product the Customer has selected and can be found in the "Table of Prices & Services" in your “Legal Documents” and our website.
• The costs stated in the "Table of Prices & Services" already include the statutory value-added tax.
• The first monthly fee is due immediately at the time of the Card order and is subsequently always due on the date of the Card order.
• Unless otherwise agreed, the agreed fees will be collected from Customer’s Card Account with PayCenter GmbH. We will be authorized by the Customer to collect the payments from Customer‘s payment account by SEPA direct debit via explicit authorization during the onboarding process.
• Additional Cards may be issued at Customer’s request. Customer will be charged the fee shown in the "Prices & Services Table" for each additional Card issued.
• If Customer makes use of various additional Services or points programs in the course of Customer Card Product, for example bookings, orders, deliveries or comparable Services (see paragraph 8), Customer may incur additional costs that are not included in our “Prices & Services Table”. Additional costs will be indicated to Customer in advance by us or our partners.
• We reserve the right to refuse to provide the Services if any payment due under these GTC has not been received or if Customer’s balance is insufficient for the requested Service.
• If Customer wishes to upgrade or downgrade to another membership level during his/her membership, the terms and conditions of the new Card Product will apply from the acceptance of Customer’s request.

5. Communication

• Communication with the Customer will mainly take place electronically via e-mail, or live chat, unless communication in paper form is mandatory by law.
• In addition, a card-blocking hotline that is permanently (24/7) available is also available to the Customer. The number of this hotline will be displayed on our website.
• We reserve the right to adjust the amount & scope of the Services at any time. We will of course inform Customer of any such adjustment in advance and without delay.
• Customer may either consent or withhold consent to the changes prior to the proposed effective date. Customer’s consent will be deemed to have been given unless Customer expressly withhold his/her consent prior to the effective date of the change. We will expressly advise Customer of this implied consent with each amendment.
• If Customer does not agree to the changes, Customer has the right to terminate the contract immediately and free of charge. We will expressly point this out to Customer with every change.

6. Data Security

• We undertake to protect Customer’s data by appropriate and state of the art measures and assure to process personal data only if we have a legal permission for this or Customer has consented to the processing. In particular, PayCenter GmbH & XCS are separate data controller who limit data transfer to the necessary minimum. The details of data processing, data security and data protection can be found in our privacy policy.
• The data transfer takes place via a secure and encrypted internet connection
• Customer can view his/her personal data at any time. In addition, Customer can at any time request data information about his/her stored personal data, their origin, recipients and the purpose of storage and processing.

7. Card benefits

• Depending on the Card Product Customer has chosen, Customer’s Card includes various additional services and benefits (the so-called “Card Benefits”) such as participation in a points program or insurance.
• These Card Benefits are subject to separate terms and conditions that are part of this contract.
• Insofar as the additional Services are not provided by us, but by third parties not attributable to us (so-called "Service Providers") and we merely act as an intermediary for them, we will inform Customer of this. We are not responsible for the provision of such Card Benefits and are accordingly not liable for them. Any disputes regarding your Card Benefits provided by the Service Providers must be settled directly with them.
• We are entitled to adjust and/or restrict your Customer Card Benefits at any time if there is an important reason to do so. This may be the case in particular if Customer fails to fulfill his/her contractual obligations, engages in prohibited or fraudulent acts or otherwise violates good faith.

8. Term and cancellation

• The contract for the participation in the Card Program is concluded with the Customer for an indefinite period. Insofar as special additional services are included which have a separate term, this will be stated separately within the scope of the respective order.
• Customer can terminate the contract at any time with a notice period of four (4) weeks. Customer may submit his/her notice of termination to us in writing or in text form. For termination in text form, please contact our customer support.
• We may terminate the contract at any time upon two (2) months' notice. Customer will receive a notice of termination issued by us in writing or text form.
• In addition, the contract may be terminated by either Customer or us without notice for good cause. An important reason entitling to termination exists if the continuation of the contract is unreasonable considering the interests of both Customer and us. This is particularly the case if the Customer violates the terms and conditions connected with his card or if the account agreement concluded by Customer with PayCenter GmbH has been terminated.
• The termination of Customer membership is free of charge. Any remaining credit balance in Customer account will be paid out to Customer by PayCenter GmbH, subject to any charges set out in the "Prices & Services Table”.
• Withdrawals are only possible up to six (6) years after termination of Customer account or six (6) years after expiration of Customer’s Card, whichever is earlier.

9. Limitation of liability

• Nothing in these GTC limits or excludes our liability where it cannot be limited or excluded by applicable law. XCS's liability to the Customer shall be excluded for damage to legal assets other than life, limb or health, unless the damage is due to intentional or grossly negligent conduct on the part of XCS, one of its legal representatives or one of its vicarious agents and the conduct is also not a breach of material contractual obligations. Material contractual obligations are obligations the fulfillment of which is essential to the proper performance of the contract and compliance with which the Customer may regularly rely on. Liability in the event of a breach of such a material contractual obligation shall be limited to the damage typical of the contract, the occurrence of which XCS had to expect at the time of conclusion of the contract on the basis of the circumstances known at that time. The aforementioned exclusions and limitations of liability shall not apply in the event of the assumption of express warranties by XCS or in the event of claims based on the absence of warranted characteristics or insofar as claims under legislation on liability for defective products or imperative national Consumer Law provisions are concerned.
• Contracts for the delivery of products or services are concluded exclusively with the respective provider of the product, service or organizer of an event. We act as an agent of the provider and, unless otherwise expressly provided, all of Customer’s rights and remedies are against the provider.
• Customer acknowledges that any contract he/she enters into with a vendor, supplier or Service Provider is an independent contract. We hereby disclaim any liability for any act or omission of any supplier or for any loss incurred by you as a result of any act or omission of any supplier, whether or not procured by us.
• We will not be liable to Customer for any loss, damage, cost, expense or other claim for compensation arising out of any incomplete, incorrect or inaccurate request or instruction from you or the late arrival or non-arrival thereof or the default of any Service Provider.
• We will not be liable to Customer by reason of any delay in performing, or failure to perform, any of our obligations with respect to the Services if the delay or failure is due to a cause beyond our reasonable control ("Force Majeure").
• Except as expressly set out in these GTC, all warranties, conditions and other terms implied by statute or common law are excluded from these GTC to the fullest extent permitted by law.

10. Other

• Assignment and subcontracting: i) We may at any time assign, transfer, charge, subcontract or otherwise deal with all or any of our rights under these GTC and may subcontract or delegate all or any of our obligations under these GTC to any third party or agent. ii) Customer may not assign, transfer, charge, subcontract or otherwise deal with any of its rights or obligations under these GTC without our prior written consent.
• Waiver: i) No waiver of any right under these GTC shall be effective unless in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by any party in exercising any right or remedy under these GTC or under law shall constitute a waiver of such right or remedy or of any other right or remedy and shall not preclude or limit the further exercise thereof. No single or partial exercise of any such right or remedy shall preclude or limit the further exercise of that or any other right or remedy. ii) Except as otherwise expressly provided, the rights arising under these GTC are cumulative and are not exclusive of any rights provided by law.
• Severability clause: i) If a court or other competent authority determines that any provision of these GTC (or any part of a provision) is invalid, unlawful or unenforceable, that provision or part provision shall be deemed deleted to the extent necessary and the validity and enforceability of the remaining provisions of these GTC shall not be affected. ii) if any invalid, unenforceable or illegal provision of these GTC would be valid, enforceable and lawful if any part thereof were deleted, the provision with the minimum modification necessary to make it legal, valid and enforceable shall apply.
• No partners: Nothing in these GTC is intended to create a partnership or joint venture of any kind between Customer and us, nor shall either party be deemed an agent of any other party for any purpose. Neither party shall have the authority to act as agent for or bind the other party in any manner whatsoever.
• Beginning & End: These GTC shall become effective upon our acceptance of Customer application for membership and shall be binding on the Customer and us. These GTC shall apply for the duration of Customer membership and shall only cease to apply upon the expiry or termination of Customer membership.
• Governing law and place of jurisdiction: These GTC and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with German law and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Germany and Munich.