NetDebit GmbH (NetDebit) collects data on customers, in their own name who are interested in visiting events of the Organiser via the Internet portal https://www.netdebit-payment.de has an online system through which payment is charged to the customer for the provision of electronic entrance tickets (e-tickets) for events implemented by the Organiser. In addition to this, NetDebit verifies customers before the provision of the e-tickets by means of special processes (e.g. using internal blacklists).
NetDebit also provides a service for Organisers through its partner programme, which has the aim of increasing awareness of their events in the market and increasing the number of e-tickets provided and thereby resulting in significant increases in revenues. Within the frame-work of the partner programme, participating agents (webmasters) advertise the events of the Organisers electronically and in the event of conclusion of a mediated contract between NetDebit and its customer, these agents will receive a commission. NetDebit will handle the processing of the entire partner programme for the Organiser. This also includes the entry and payment of commission to the webmasters.
The Organiser is aware that NetDebit shall be unable to guarantee continuous availability of e-tickets to customers for events of the Organiser on account of technical circumstances, such as possible overloading of telecommunication networks. Therefore, NetDebit's service shall be limited to the activities stated in the preceding clauses for 95% of the overall month.
These general terms and conditions of contract and business form the basis for the contrac-tual relationship between NetDebit and the Organisers. This shall also apply in the event that in individual cases the Organiser has contrary terms and conditions. These shall not be ac-cepted by NetDebit, in particular where NetDebit provides its services in the knowledge of an Organiser's contrary or differing terms and conditions.
The Visa Europe Operating Regulations and MasterCard Bylaws and Rules as amended shall be part of these General Terms and Conditions and referred to jointly as 'Regulations'. The latest versions of both sets of Regulations are enclosed as Annex 1 to these General Terms and Conditions. The standards contained in both sets of Regulations shall equally apply to the Organiser and NetDebit itself. Should provisions of these General Terms and Conditions con-tradict the Regulations, the Regulations shall take precedence over these.
NetDebit is responsible for the Organiser's card acceptance policies and procedures and may request any changes to its website or changes of any other kind to the event programme that NetDebit deems necessary or appropriate in order to ensure that the Organiser continues to observe the regulations pertinent to utilisation of trademarks.
The Organiser shall be obliged to observe the provisions set out in Sections (19) to (24) of the Supplementary Agreement of 20.06.12, regarding the Card Acceptance Agreement in Dis-tance Selling between the Acquirer and NetDebit of 05.09.06. The Supplementary Agreement of 20 June, 2012, is enclosed in these General Terms and Conditions as Annex 2. The provi-sions in question are as follows ('Aggregator' refers to NetDebit hereinafter):
(19) The Aggregator shall be obliged not to transfer any credit card transactions that have already been rejected by one of its own accounts, or that of a third party trader account. Credit card transactions rejected by the Acquirer are only to be processed in compliance with the regulations of the credit card companies and, in particular, must not be sold, acquired, made available, exchanged, or made accessible to any other party than the trader's acquirer. Rejected credit card transactions must not be subjected to payment methods that are contrary to applicable law.
(20) The provisions of paragraph (19) shall at the same time apply to those rendering dealer services. The Aggregator guarantees that the service providers assigned to processing in electronic payments shall uphold these provisions.
(21) The Aggregator shall agree not to offer its customers on the websites, which process credit card transactions with the Acquirer in accordance with this Contract, the possibility of simultaneous registration for several services and/or memberships in one single transaction that are offered by the Aggregator, affiliated companies, or third party enterprises ("cross-selling"). The Aggregator is to ensure that its affiliated dealers/sub-merchants do not offer cross-selling.
(22) The Aggregator is to make all requested information and documents available to the Acquirer regarding its organisational structure and/or affiliated companies. The Acquirer shall be authorised to stop providing services if the Aggregator fails to provide the requested information regarding the organisational structure or other matters within a reasonable period.
(23) The Aggregator shall be obliged to register each further website and/or affiliated dealer/sub-merchant, which processes credit card transactions with the Acquirer, prior to commencing transaction processing, and await written consent from the Acquirer's Compliance Department.
(24) The Aggregator must not offer any content on its websites registered with the Acquirer that violate applicable law, do not comply with the requirements of the credit card companies, and/or are prohibited at the Acquirer's reasonable discretion; this shall particularly apply to websites with the following content:
a) Presentation of bestiality;
b) Presentation of rape;
c) Presentation of acts of mutilation on a person or body part;
d) Presentation of sexual acts with persons under the influence of drugs or hypnosis, or asleep;
e) Illegal gambling;
f) Illegal sale of tobacco products;
g) Sale or distribution of child pornography;
h) Illegal sale or distribution of pornography;
i) Offer or distribution of prostitution;
j) Sale of fake brand products or distribution of pirate products;
k) Human trafficking and exploitation;
l) Illegal sale of endangered species, or products made fromendangered species;
m) Offer or distribution of telephone or chat services of a sexual nature, if payment is made using JBC credit cards.
The Organiser shall be obliged to observe all applicable regulations as amended.
The Organiser acknowledges that the credit card companies, Visa Europe and MasterCard, are the exclusive owners of their trademarks. The Organiser agrees not to dispute ownership of the trademarks for any reason. The Organiser acknowledges that the credit card compa-nies may forbid use of the trademarks at any time with immediate effect and without prior notice for any reason they see fit.
The Organiser acknowledges the credit card companies' right to enforce all provisions of the Regulations and forbid the Organiser or NetDebit from acting in any way that in the credit card companies' opinion shall harm them - including their reputation - or may incur threat of such harm, or may adversely affect the integrity of the payment system and/or confidentiality of their information as defined in the Regulations.
The Organiser agrees to take no action that may prevent or adversely affect the credit card companies' ability to exercise this right. The Organiser acknowledges that this Contract must not include provisions that contradict the Regulations.
A Contract may only be concluded with Organisers over 18 years of age with a registered office in one of the following countries: Andorra, Belgium, Bulgaria, Denmark, Estonia, Fin-land, France, Germany, Gibraltar, Greece, Great Britain, Ireland, Iceland, the Isle of Man, Israel, Italy, the Canary Islands, Croatia, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Monaco, the Netherlands, Norway, Austria, Poland, Portugal, Romania, San Marino, Sweden, Switzerland, Slovakia, Slovenia, Spain, the Czech Republic, Turkey, Hungary, the Vatican State, or Cyprus.
If the Organiser already has an individual Partner-ID (PID), the Contract comes into effect with the Organiser accepting the applicability of these general terms and conditions in relation to NetDebit. These general terms and conditions can be accepted by the Organiser by click-ing on an electronic button.
If the Organiser still does not have a PID it shall enter its own name or company name stating the agency relationships, with postal addresses, bank details, e-mail address, telephone num-ber and where applicable VAT certificate (see Section 4.3) in the input screen provided by Net Debit online and transmit these to NetDebit electronically. The Organiser shall be obliged to provide true information.
NetDebit shall review the transmitted data and generate a PID for the Organiser which it shall be allocated for the purposes of performing the Contract. NetDebit shall confirm the data en-try to the Organiser and notify it of its allocated PID.
The Contract between NetDebit and Organiser shall come into existence once the individual PID has been allocated to the Organiser.
NetDebit shall send all information regarding this Contract to the Organiser's e-mail address stated individually in the registration form.
Prior to using the service, the Organiser shall become acquainted with the General Terms and Conditions as amended and the current prices and terms which are available at https://www.netdebit-payment.de. Furthermore, the Organiser shall be obliged to respond truthfully and with-out delay to any queries received from NetDebit.
The Organiser shall provide NetDebit constantly and promptly with the current addresses of all its offices, all of the company names it uses and a complete description of any products sold to customers and services provided.
The Organiser will advise the customers in an appropriate way, e.g. through the design of its website that it is an Organiser. Furthermore, the Organiser will also actually execute the events at the extent that it notified.
The Organiser shall be obliged to NetDebit to uphold the law with the events offered to cus-tomers, and in particular refrain from infringing criminal law, copyright law, youth-protection law, and trademark law, and other identification laws and personal rights. The Organiser must not offer prohibited international transactions.
In the event that the Organiser breaches the obligations under Section 3.3 or 3.4, it is under an obligation to refrain from any continued breaches and must also compensate NetDebit for the damage caused and that is yet to be caused, and to indemnify NetDebit for any third-party claims to compensate for damage which has been caused by the breach. This does not af-fect NetDebit's right to extraordinary termination of the contract.
The Organiser must monitor the events offered at regular intervals, i.e. it must ensure that the obligation to comply with the legal regulations as stated in Section 3.4 is complied with at all times.
NetDebit shall be entitled to refrain from providing electronic entrance tickets on a temporary basis where there are adequate grounds to suspect that legal infringements relating to the event of the Organiser, in particular based on an apparently justified formal warning of an alleged breach, or investigations by government authorities. The same shall apply if the web-site of the Organiser cannot be accessed, or if the customer is unable to communicate with this website for other reasons.
The Organiser is to be notified immediately of the suspended provision of entrance tickets stating the reasons for this and with a request to refrain from legal infringements or to provide evidence that the content is legal should this be the case. The suspension is to be lifted once suspicion has been ruled out.
NetDebit shall constantly monitor the Organiser's activities and its use of trademarks to dis-courage fraudulent and other illegal acts and ensure ongoing observance of the Regulations.
All acquiring enterprises with which NetDebit cooperates on a contractual basis shall be au-thorised to inspect the Organiser's systems or business premises on a regular or individual case basis.
All acquiring enterprises with which NetDebit cooperates on a contractual basis shall have the right to reject an Organiser's application at its own discretion at any time, or request the latter's exclusion. Grounds for rejection or request for exclusion shall include, in particular, an in-crease in volume of expected chargebacks, the Organiser's breach of Regulations, or appli-cable law (e.g. Sections 130 and 184 of the German Criminal Code (StGB)), insufficient funds (bad credit rating), or missing or negative information in the context of the customer's compliance evaluation.
The Organiser shall receive a commission for the fee that NetDebit receives from a customer for the provision of electronic tickets to events of the Organiser.
The amount of the commission shall be based on the price lists published online or on an indi-vidual agreement between NetDebit and the Organiser.
The commission shall be due for payment on the 20th day of the month following the month in which NetDebit generated the revenue with the customer (subsequent month).
NetDebit shall enter the Organiser's commission in the virtual account set up individually for the Organiser (current account). NetDebit shall pay the commission due to the Organiser be-tween the 15th and 20th calendar day of the subsequent month. In the event that the Organ-iser shall not meet its obligations arising from this Contract or only in part, and if the breach of Contract is not relatively insignificant, NetDebit shall be entitled to exercise a right of retention on the due commission.
The commission shall only be paid plus the applicable value added tax (VAT) if the Organiser is able to prove in each tax year that it is authorised to separately state VAT pursuant to Sec-tion 14(4) of the German Value Added Tax Law (UStG) on invoices pursuant to Section 14 of the same by providing its VAT ID no./tax ID no. and submitting a valid notification from the competent tax authority (e.g. 'Form USt 1 TN') or a tax consultant.
Services and commission for the purposes of Section 14(2/2) of the UStG shall be settled by NetDebit by way of a credit entry. The credit shall lose its effect as an invoice if the recipient objects within a period of 2 weeks after entry. Following this period, any commission shall only be paid following submission of a proper invoice by the Organiser in accordance with Section 14(4) of the UStG.
NetDebit shall pay the Organiser via bank transfer to the account provided by the latter. In the event that the Organiser provides incorrect information concerning its bank details, it shall bear the transfer costs incurred. Any commission which is paid via bank transfer and is less than EUR10.00 in a month shall not generally be paid, but may be entered in the current account.
If the Organiser does not have a bank account in its country of residence into which pay-ments may be made via standard EU transfer, NetDebit shall be entitled to make payment by cheque. Any commission to be paid by cheque and which is less than EUR50.00 in a month shall not be paid, but entered in the current account. If the entered amount exceeds EUR50.00, it shall be included in the next payment made by cheque to the Organiser. The Organiser will be able to view statistics concerning commissions, revenues, cancellations and credits online. NetDebit provides a closed area restricted to Organisers for this purpose on its website https://www.netdebit-payment.de.
NetDebit may change the commission agreed in the Contract with the Organiser following written notification of this and with a minimum period of one month before this takes effect (appointed date).
If the Organiser does not agree to the change, it shall have a right of termination which it may exercise without observance of the agreed notice period and effective as of the appointed date.
If the Organiser does not object to the changes within two weeks (receipt of the state-ment by NetDebit shall be decisive), or if it continues to use NetDebit's services in spite of the notification of changes, these changes shall effectively apply to the Organ-iser. This legal position shall be specifically pointed out to the Organiser in the ad-vance notification. If the Organiser expressly objects to a clause in the amended terms and conditions, NetDebit shall be entitled to terminate the contractual relationship im-mediately.
If a claim of the Organiser against NetDebit is attached by a third party, the Organiser shall be charged an administration fee of EUR25.00 as flat-rate compensation. The Organiser may pro-vide evidence that no damages have been incurred at all or that these are significantly lower than the flat-rate amounts.
If NetDebit receives an enquiry from the tax investigation department at the Tax Office con-cerning the contractual relations between the Organiser and NetDebit, the Organiser shall be charged an administration fee of EUR25.00 as flat-rate compensation. The Organiser may pro-vide evidence that no damages have been incurred at all or that these are significantly lower than the flat-rate amounts.
The Contract between NetDebit and the Organiser is entered into for an unlimited period.
However, the Contract shall terminate automatically and with immediate effect, if NetDebit is struck from the register of the credit card companies, Visa Europe or MasterCard, if the ac-quiring enterprise with which NetDebit cooperates on a contractual basis shall for any reason cease to be a member of the credit card companies, Visa Europe or MasterCard, or have no valid licence for the latter for use of one of the trademarks which the Organiser accepts.
The Contract may be terminated by either NetDebit or the Organiser with a notice period of two weeks to the end of the month. The right to terminate this Contract for cause remains unaffected by this.
Just cause which entitles NetDebit to extraordinary notice of termination shall particularly exist in the following cases:
The contract must be terminated as a minimum in writing.
Upon termination of the Contract, the Organiser shall be obliged to execute the events that are the subject matter of this Contract for as long as the customers shall be entitled to visit these events based on a contract concluded with NetDebit GmbH.
NetDebit shall reserve the right to assign all claims against the Organiser to a collection agen-cy and to have these claims asserted by this agency.
Any assignment of the Organiser's claims from the contractual relationship shall require prior written consent from NetDebit. Section 354a of the German Commercial Code (HGB) shall remain unaffected.
NetDebit shall be entitled to offset all claims against the Organiser or to collect these using the SEPA direct debit procedure from an account communicated by the Organiser, provided that the Organiser agrees to the SEPA direct debit procedure.
The Organiser may only offset its own claims where these have been determined as legiti-mate, undisputed, or expressly acknowledged by NetDebit.
NetDebit shall bear full responsibility for all disputes, credit entries, or customer service related matters, and be ultimately liable for the transaction.
The collection, storage, and processing of the Organiser's personal data shall be governed by the Data Protection Policy.
NetDebit shall reserve the right to amend or supplement these General Terms and Conditions in future. Amendments shall be implemented in accordance with the procedure described in Section 4.4. Amendments to the Terms and Conditions of Contract and Business shall also be published on the website https://www.netdebit-payment.de. If the Organiser fails to object to the amendment of the General Terms and Conditions within two weeks (receipt of the statement at NetDebit shall be decisive), or continues the contractual relationship by using NetDebit's services, the amendment shall effectively apply to the Organiser. This legal position shall be specifically pointed out to the Organiser in the advance notifica-tion.
This Agreement is subject to substantive law of the Federal Republic of Germany with the exclusion of the UN Convention on Contracts for the International Sale of Goods.
Düren local court (Amtsgericht) or Aachen district court (Landgericht) shall have exclusive jurisdiction over any disputes arising from or in connection with the use of NetDebit's services or these General Terms and Conditions, provided that the Organiser is a merchant or has no permanent residence in Germany, or has relocated its place of residence or usual domicile abroad after these Terms and Conditions have come into effect, or the whereabouts of which are unknown at the time of the legal action being filed.
Should one or more provisions in this Contract be or become invalid, this shall not affect the validity of the remaining provisions in any other respect.
Last amended: 26/01/2017