Terms of use for GET Pay
payment processing

concluded between

Global Event Technologies GmbH & CO KG,

FN 468649s

with its registered office at Neualmerstraße 37, 5400 Hallein, Austria

- hereinafter referred to as "GET" -

and

the customer who accepted the offer and therefore acknowledges and accepts our general terms and conditions

hereinafter referred to as "PARTNER or CUSTOMER

Welcome to GET Pay - Payment Processing, the fully integrated, unified payment processing software offering online and onsite payment processing services designed for GET's proprietary cashless payment and access control software, as specified in each Proposal (the "GET Pay Services").

These GET Payment Processing Terms of Use (the "GET Pay Terms") are incorporated by reference into the GET General Terms and Conditions and Offers as an integral part concluded between GET and the Customer identified in the relevant Offer.

These GET Pay Terms and Conditions apply only to customers who purchase GET Pay Services as part of an offer from GET or otherwise obtain access to the GET Pay Services. In these GET Pay Terms and Conditions, capitalised terms not defined herein shall have the meaning ascribed to them in the GET Offer.

Preamble

(A) Global Event Technologies GmbH & Co KG ("GET"), a company established in the EU area, namely in Austria, offers an event service platform specialising in access control and cashless payments as software-as-a-service for music, sports, or corporate events, conferences, trade fairs or other temporary or permanent events, which enables events to sell event experiences, food and beverages as well as goods and similar items both online and on-site, among other things;

(B) Adyen N.V., a company established in the EU, namely in the Netherlands, provides payment processing and acquiring services for both online (Card Not Present (CNP)) and point of sale (POS) transactions (these services are referred to as "Adyen Services");

(C) GET has integrated the Adyen Services with the GET Pay Services to enable customers to sell goods and services to their event attendees and other customers through the GET Pay Services;

(D) In order to comply with Regulatory and Scheme Rules Requirements (as defined below), Adyen is required to have a direct contractual relationship with the customer and to provide the following services:

(i) Implementation of payment processing and acquiring services,

(ii) Performing Know Your Customer (KYC) and Anti-Money Laundering and Anti-Terrorist Financing (AML) verifications,

(iii) provision of payment terminals and
(iv) provision of third-level support (together the "Adyen GET Pay Services")

(E) However, it is the intention of Adyen and GET that, in relation to the Customer, the commercial relationship, customer care, risk management and account management will, as far as practicable and legally possible and in accordance with applicable laws and scheme rules, be carried out with GET as the contracting party (the "GET Pay Services");

Subject to the foregoing, the contracting parties agree the following with regard to the GET Pay Services:

1. Terms and conditions agreed between Adyen and the customer for Adyen GET Pay Services

1.1. Adyen - Customer Terms and Conditions. The Adyen GET Pay Services (e.g. the provision of Adyen:

(a) payment processing and acquiring services;

(b) Know Your Customer (KYC) and Anti-Money Laundering and Anti-Terrorist Financing (AML) verifications; and

are governed exclusively by the Adyen for Platforms Terms and Conditions, which are a separate agreement between Adyen and the Customer (Merchant), and any other agreement or arrangement between Adyen and the Customer (together the "Adyen Customer Agreement"). Adyen is the holder of a banking licence.

The customer represents and warrants to Adyen and GET that:

(a) the Customer accepts and will comply with the Adyen for Platforms Terms and Conditions; and

(b) the customer will not use the GET Pay Services in a way that:

(i) goes beyond the authorised uses and/or

(ii) violates the unauthorised uses specified herein.

The Adyen Customer Agreement includes, but is not limited to, the service description (the "Adyen Service Description"), as well as the Payment Terminal Services Terms (as defined below) and documents linked in such agreements or notifications.

For the avoidance of doubt, GET is not a party to the Adyen Customer Agreement, but the customer recognises that:

(i) any representation, warranty, undertaking or obligation, including an assumption of liability, made by the Customer to Adyen is also made to GET and GET shall have the right to enforce such representations, warranties, undertakings and obligations against the Customer in its own name and/or in the name and for the account of Adyen; and

(ii) any indemnity, limitation of liability or other restriction made in favour of Adyen is also made in favour of GET and GET shall have the right to enforce such indemnities, limitations of liability or other restrictions for its own benefit in GET's own name and/or in the name and for the account of Adyen.

1.2. Payment terminal services. For on-premise transactions, the Customer must use payment terminals to submit transactions for processing by Adyen. The Payment Terminals are provided to the Customer by Adyen via GET and Adyen is obliged to provide third-level support in accordance with the Payment Terminal Services (the "Payment Terminal Services Terms"). The provision of the Payment Terminals and the exchange of Payment Terminals shall be subject to the terms and conditions set out in the Payment Terminal Services Terms and the sections of the General Service Description relating to Payment Terminals. Without limiting the obligations in Section 1.1, the Customer represents and warrants to GET and Adyen that it will comply with the Payment Terminal Services Terms and fulfil its obligations in relation to Payment Terminals as set out in the Adyen General Service Description.

1.3. The further contractual conditions listed above under points 1.1. and 1.2. which are specified by Adyen for the customer, namely

– Platforms Terms and Conditions,

– the Unauthorised Uses specified,

– the Adyen Customer Agreement,

– the Payment Terminal Services Terms, and

– the General Adyen Service Description, and

– all other terms and conditions and other provisions referred to in these terms and conditions; and

– the Adyen Vendor agreement,

are an integral part of these GET-Pay Terms of Use and are accepted as such by the customer.

Even if GET acts here as an interface to Adyen and GET is the customer's contractual partner, the customer recognises that the payment processing and acquiring services as well as other Ayden GET Pay Services are provided directly to the customer by Adyen and not by GET.

The customer expressly recognises and agrees that the sole responsibility and thus also the assertion of any claims regarding these payment processing and acquiring services listed here as well as all other Adyen GET-Pay Services must be asserted directly against Adyen.

The provision of all Adyen GET Pay Services is the sole responsibility of Adyen.

GET therefore assumes no responsibility and liability for this and the customer declares and assures that he will proceed directly against Adyen alone for any damage and liability or other claims and will indemnify and hold GET harmless in this respect.

2. Agreed terms and conditions between GET and the customer for GET Pay Services

2.1. Framework and communication. While Adyen provides and performs the Payment Processing and Acquiring Services and other Adyen GET Pay Services, GET provides account management, customer service and other GET Pay Services. The provisions of this Section 2 govern the provision of the GET Pay Services by GET and the use of the GET Pay Services by the Customer. The Customer acknowledges and agrees that the pricing provided to the Customer for the GET Pay Services provides that, unless expressly requested by Adyen or GET, all communications with the Customer in relation to the GET Pay Services will be made through GET. The Customer thus represents and warrants that it will not communicate directly with Adyen unless expressly requested by Adyen or authorised by Adyen or GET.

2.2. Authorisation for registration. Before the customer can use the GET Pay Services, the customer must be authorised by both GET and Adyen. For the provision and in the context of this authorisation, GET will cooperate with the Customer to collect the information required by GET and Adyen for the qualification and authorisation of the Customer. In connection with these authorisations, the Customer will provide GET with all information requested by GET, including information required by Adyen to confirm that the Customer meets the requirements of applicable law and all conditions, including the Scheme Rules and Know-Your-Customer requirements. As part of the authorisation process, Adyen may contact the Customer directly and request additional information and Adyen will inform GET of such additional requests in writing.

The customer declares and warrants that:

(a) the information submitted in connection with the application process is complete, truthful and accurate; and

(b) if such information subsequently becomes incomplete, untrue or inaccurate, the Customer shall inform GET in writing of the changed information, which GET and/or Adyen may use to suspend or terminate access to the GET Pay Services.

2.3. Integration. GET is responsible for generally integrating the Adyen Services with the GET Platform Services, in particular with regard to the Customer. This includes setting up and managing the settings and configurations for the customer within the Adyen platform. All transactions processed through the GET Pay Services are checked by an Adyen fraud control tool (the "Fraud Control Tool"), which performs a series of checks on a transaction and assigns the transaction a resulting total score indicating the likelihood of the transaction being fraudulent. GET can configure the scores for the Fraud Control Tool on behalf of the customer to determine how the Fraud Control Tool will score transactions.

GET disclaims any liability in connection with the non-functioning or inaccuracy of the Fraud Control Tool and is not liable for any decisions or instructions of any kind in connection with the Fraud Control Tool.

The customer shall indemnify and hold GET harmless in this respect and recognises that these must be asserted directly against Adyen.

2.4. Technical Support for GET Pay Services. GET is responsible for providing first- and second-level support for the GET Pay Services, including as provided for in the Payment Terminal Services Terms.

2.5. Payment Terminals. Notwithstanding any other provision of this Agreement, the Customer acknowledges and agrees that it is solely responsible for complying with the Payment Terminal Services Terms in relation to the use and handling of the Payment Terminal. These Terms may be updated from time to time by GET or Adyen, including the setting of obligations of the Merchant. Any malfunctions or other sources of error resulting from the Customer's failure to comply with the current Payment Terminal Services Terms shall be the sole responsibility of the Customer and shall be remedied by the Customer at its own expense.

2.6. GET is the authorised representative of the Customer. The Customer hereby designates and appoints GET as its authorised representative in relation to the GET Pay Services and authorises GET to access and use the Customer Data processed in connection with the GET Pay Services, including processing by Adyen.

3. Payments, reserves, fees and financial reporting

3.1. Transaction funds. Adyen will receive settlement for processed payment transactions for the Customer from the relevant Third Party Acquirers or Schemes (as defined in the Adyen - Customer Terms and Conditions). Subject to the GET Pay Terms or any other applicable terms or conditions of GET specific to the Customer, GET shall arrange for Adyen to receive the relevant funds received from Customers processed through the GET Pay Services directly:

(a) to the Customer’s designated bank accounts ("Transaction Funds") that were part of the KYC Documentation; or

(b) be transferred to the designated bank accounts of GET ("Transaction Funds").

The deposit of transaction funds from Adyen to designated customer accounts or from GET accounts to designated customer bank accounts is subject to an appropriate delay or a delay that is within GET's reasonable discretion (e.g. transaction date plus seven days, but no earlier than five days after the end of the event).

Transaction funds are subject to the following conditions:

(a) Deduction of all fees due at that time;

(b) any other deductions notified to the customer by GET, including refunds and chargebacks;

(c) withholding in connection with suspected fraud, illegal activity or when a chargeback is anticipated (as defined in the Adyen Customer Agreement); and

(d) any reserves established as described below. GET reserves the right to reduce the amount of the deposit of the transaction funds to the account specified by the customer by any overdue or outstanding amounts owed by the customer to GET under the accepted offer and thus on the basis of the concluded contract.

3.2. Reserve. GET is authorised to independently determine an amount of money to be held by GET or Adyen in a separate reserve account (a "Reserve") to secure the performance of your obligations under the GET Pay Terms. GET may require such a Reserve for any reason related to your use of the GET Pay Services. The amount of the reserve will be determined by GET in its reasonable discretion to cover potential losses to GET or Adyen. The reserve may be increased, reduced or cancelled by GET at any time at its sole discretion based on a number of factors, including the Customer's payment history, a credit check, the amount of any arbitration award or court judgement rendered against the Customer, or for other factual reasons, or as determined or requested by GET or Adyen.

The Customer grants and grants GET a security interest and a contractual lien on all funds held in a reserve and further authorises GET to make withdrawals or debits from the reserve to collect amounts owed by the Customer to GET without prior notice to the Customer. However, GET shall inform the customer in writing after the reserves have been utilised.

The customer shall sign any additional documents necessary for GET to create or perfect our security interest in the funds in the reserve. This security interest shall continue for as long as GET holds funds in the reserve.

3.3. Fees. The Customer shall pay the fees to GET in accordance with the fee schedule set out in the relevant quotation(s). If no fees have been agreed, the standard fees listed in the Annex to the Agreement shall apply.

3.4. Reporting. It is at the sole discretion of GET to provide the customer via the platform or in any other way with the account balance relating to the customer's GET account. This account balance is made available to the customer as a convenience without any legal obligation on the part of GET.

The information on the Platform may be inaccurate for various reasons, including slow processing or reporting by Adyen, internet delays, lost devices with offline transactions on the device or slow or inaccurate processing by GET. In no event does GET guarantee, and in fact GET expressly disclaims, the accuracy of the Account Information data. If the customer takes any decision or other action based on any inaccurate information in the account balance of its GET Account, such decision or action, including any act or omission, shall be solely at the customer's own risk and GET shall not be liable for any such decision, action, act or omission. The customer shall indemnify and hold GET harmless in this respect.

Before the customer makes a decision based on the information received regarding his GET account, the customer must independently verify the information; failure to do so shall be solely at the customer's expense and for which the customer shall also be responsible.

4. Adyen, schemes and regulatory fees and penalties.

If the customer breaches certain essential requirements of the Scheme Rules, some Schemes (e.g. Mastercard, Visa, etc.) may impose significant penalties ranging from EUR 25,000 to over EUR 1 million. Schemes do everything they can to protect paying customers, merchants and providers from abuse, fraud, illegal activities, violation of applicable laws and excessive costs. Key examples of Scheme rules that may be subject to such penalties are:

(a) the use of the payment method for products or services that do not correspond to the products and services for which the customer has been expressly authorised;

(b) the use of the payment method for products or services that violate applicable laws;

(c) the use of the payment method for the sale of products or services for which the Schmese have expressly prohibited its use (e.g. adult content, weapons, drugs, counterfeit goods);

(d) the use of the payment method for the benefit of a third party / the resale of the use of the payment method to a third party (the authorisation to use a payment method is strictly personal);

(e) the percentage of a Customer's transactions subject to chargeback is above the applicable acceptable level;

(f) breaches of security and confidentiality obligations in relation to payment data and in particular details of credit cards used, such as the CVC number or credit card number;

(g) fraudulent, misleading activities where customers who make payments are the victim.

5. Term and cancellation of the GET Pay Terms and Conditions; suspension

The term of these GET Pay Terms and Conditions shall remain in force in accordance with the provisions of the respective offer and concluded contract, unless terminated in accordance with this Section 5.

During the term of the underlying contract period in the offer or order confirmation, the GET Pay Terms set out herein shall apply. However, GET is authorised at any time:

(a) cancel the GET Pay Services part of an offer; or

(b) suspend access to the GET Pay Services, including for the following reasons:

(i) Adyen ceases to provide the Adyen Services;

(ii) in the event of a threat to the technical security or technical integrity of the GET Pay Services; or

(iii) in the event of a breach or violation by the Customer of any applicable law, including the Scheme Rules, or any contractual obligation, including a breach of the Adyen Customer Agreement.

If the GET Pay service is suspended, for whatever reason, GET may charge a reactivation fee to restore the GET Pay Services.

6. Liability and compensation

The exclusions of liability, limitations of liability and indemnity obligations set out in GET's offer and then in the order confirmation with the customer shall also apply to these GET Pay Terms.

Notwithstanding the foregoing, the following points regarding liability and indemnity also apply:

6.1. No liability for third parties. GET is only liable for its own acts or omissions and not for the acts or omissions of third parties, including Adyen, Schemes and Acquirers, or for events or activities occurring outside the Processor's systems (such as internet disruptions or malfunctions in third-party systems), unless such events were caused by GET's wilful misconduct or gross negligence.

6.2. Limited Aggregate Liability. GET's total liability under these GET Pay Terms for breach of contract, tort or under any other legal theory in any calendar year is limited to an amount equal to the lesser of:

(a) EUR 1,000 and

(b) the amount of the GET Pay fees received.
This limited aggregate liability is expressly recognised by the Customer and shall be limited to the extent that it is not contrary to mandatory law.

In any event, GET shall not be liable for any special, indirect or consequential damages (including loss of profits, business, contracts, revenue or anticipated savings or damage to reputation) arising in contract, tort or under any other legal theory.

6.3. Customer Indemnification. The Customer shall indemnify, defend and hold harmless GET, its management and directors, officers, employees and agents from and against any and all claims arising out of:

(a) Customer breach of any of Customer's obligations under these GET Pay Terms, including a breach of applicable law (including the Scheme Rules) or a breach of the Adyen Customer Agreement;

(b) any fine or other amounts imposed on GET for any act or omission of the Customer, including the Scheme Rules described in clause 4; or

Terms of use for GET Pay payment processing