General Terms and Conditions
General Terms and Conditions of Equinox FinTech Solutions GmbH
– AV Equinox –
1. Fees, Payment, Protection of Performance, Deadlines
1.1 Unless otherwise agreed, fees are calculated on a time-and-materials basis at the Provider’s generally applicable prices at the time the contract is concluded. Fees are generally net prices plus any statutory VAT. The Provider may invoice monthly. If services are billed on a time-and-materials basis, the Provider shall document the type and duration of the activities and submit this documentation together with the invoice.
1.2 All invoices are generally payable without deduction no later than 14 calendar days after receipt, free of charges to the paying office.
1.3 The Customer may set off claims or withhold payments due to defects only to the extent that the Customer actually has payment claims arising from material defects or defects of title in the service. In respect of other defect claims, the Customer may withhold payments only in an amount proportionate to the defect. Section 4.1 applies accordingly. The Customer has no right of retention if its defect claim is time-barred. In all other respects, the Customer may set off only undisputed claims or claims that have been finally adjudicated, or exercise a right of retention only on that basis.
1.4 The Provider retains title to, and any rights to be granted in, the services until the owed fees have been paid in full; legitimate retention amounts for defects pursuant to Section 1.3 sentence 2 shall be taken into account. The Provider further retains title until all of its claims arising from the business relationship with the Customer have been satisfied. For the duration of any payment default by the Customer, the Provider is entitled to prohibit the Customer from further using the services. The Provider may exercise this right only for a reasonable period, generally no longer than 6 months. This does not constitute rescission of the contract. Section 449 (2) of the German Civil Code (BGB) remains unaffected.
If the Customer or its customers return the services, the Provider’s acceptance of the services does not constitute rescission by the Provider unless the Provider has expressly declared rescission. The same applies to the Provider’s attachment of goods subject to retention of title or of rights in such goods.
The Customer may neither pledge nor assign as security any items subject to retention of title or rights. The Customer is permitted to resell such items in the ordinary course of business only as a reseller and on the condition that the Customer’s claims against its customers in connection with the resale have been validly assigned to the Provider and that the Customer transfers title to its customer subject to payment. By entering into this contract, the Customer assigns to the Provider, by way of security, its future claims against its customers in connection with such sales, and the Provider hereby accepts this assignment.
To the extent that the value of the Provider’s security rights exceeds the amount of the secured claims by more than 20%, the Provider shall, at the Customer’s request, release a corresponding portion of the security rights.
1.5 In the event of a permitted transfer of rights of use in deliveries and services, the Customer is obliged to impose the contractually agreed restrictions on the recipient.
1.6 If the Customer fails to settle a due claim in whole or in part by the contractual payment date, the Provider may revoke agreed payment terms for all claims. The Provider is further entitled to provide additional services only against advance payment or against security in the form of a performance guarantee issued by a credit institution or credit insurer licensed in the European Union. The advance payment must cover the relevant billing period or, in the case of one-off services, the fee for those services.
1.7 If the Customer is financially unable to meet its obligations to the Provider, the Provider may terminate existing exchange contracts with the Customer by rescission and continuing obligations by termination without notice, including in the event of an insolvency petition by the Customer. Section 321 BGB and Section 112 of the German Insolvency Code (InsO) remain unaffected. The Customer shall inform the Provider in writing at an early stage of any impending inability to pay.
1.8 Fixed performance dates should be agreed exclusively and expressly in documented form. Any agreement on a fixed performance date is subject to the Provider receiving the services from its respective upstream suppliers on time and in accordance with the contract.
2. Cooperation, Duties to Cooperate, Confidentiality
2.1 The Customer and the Provider shall each designate a responsible contact person. Unless otherwise agreed, communication between the Customer and the Provider shall take place through these contact persons. The contact persons must promptly bring about all decisions relating to the performance of the contract. The decisions must be documented in a binding manner.
2.2 The Customer is obliged to support the Provider to the extent required and to create, within its operating environment, all conditions necessary for proper performance of the order. In particular, the Customer shall provide the necessary information and, where possible, enable remote access to the Customer’s system. If remote access is not possible for security or other reasons, the affected deadlines shall be extended by a reasonable period; the contracting parties shall agree on an appropriate arrangement for any further effects. The Customer shall also ensure that qualified personnel are available to support the Provider.
If the contract provides that services may be performed on-site at the Customer’s premises, the Customer shall, at the Provider’s request, provide sufficient workstations and work equipment free of charge.
2.3 The Customer must report defects promptly in writing, in a clear and detailed manner, providing all information useful for identifying and analyzing the defects. In particular, the Customer must specify the work steps that led to the occurrence of the defect, the way in which the defect manifests itself, and the effects of the defect. Unless otherwise agreed, the Provider’s corresponding forms and procedures shall be used for this purpose.
2.4 The contracting parties are obliged to maintain confidentiality regarding trade and business secrets as well as any other information designated as confidential that becomes known in connection with the performance of the contract. Such information may be disclosed to persons who are not involved in the conclusion, performance, or processing of the contract only with the written consent of the other contracting party. Unless otherwise agreed or statutory periods provide otherwise, this obligation ends five years after the respective information becomes known; in the case of continuing obligations, however, not before they have ended. The contracting parties shall also impose these obligations on their employees and any third parties engaged.
2.5 The contracting parties are aware that electronic and unencrypted communication (e.g., by email) involves security risks. When using this type of communication, they shall therefore not assert any claims based on the absence of encryption, unless encryption has been agreed in advance.
3. Disruptions in the Provision of Services
3.1 If a cause for which the Provider is not responsible, including strike or lockout, affects compliance with deadlines (“Disruption”), the deadlines shall be postponed by the duration of the Disruption, including a reasonable restart period if necessary. A contracting party must promptly inform the other contracting party of the cause of any Disruption occurring within its area and of the duration of the postponement.
3.2 If the effort increases due to a Disruption, the Provider may also demand payment for the additional effort, unless the Customer is not responsible for the Disruption and its cause lies outside the Customer’s area of responsibility.
3.3 If the Customer is entitled to rescind the contract and/or claim damages in lieu of performance due to improper performance by the Provider, or asserts that it is so entitled, the Customer shall, at the Provider’s request and within a reasonably set period, declare in writing whether it will assert these rights or still wishes the service to be provided. In the event of rescission, the Customer must reimburse the Provider for the value of any usage options that previously existed; the same applies to deterioration caused by use in accordance with the intended purpose.
If the Provider is in default with the provision of services, the Customer’s damages and reimbursement of expenses due to the default are limited, for each completed week of default, to 0.5% of the price for the part of the contractual service that cannot be used due to the default. Liability for default is limited to a maximum total of 5% of the fee for all contractual services affected by the default; in the case of continuing obligations, this is based on the fee for the respective affected services for the full calendar year. In addition and with priority, any percentage of the fee agreed at the time the contract was concluded shall apply. This does not apply to the extent that the default is due to gross negligence or intent on the part of the Provider.
3.4 In the event of a delay in performance, the Customer has a statutory right of rescission only if the delay is attributable to the Provider. If the Customer is entitled to claim damages or reimbursement of expenses in lieu of performance due to the delay, it may claim, for each completed week of delay, 1% of the price for the part of the contractual service that cannot be used due to the delay, but no more than a total of 10% of that price; in the case of continuing obligations, this is based on the fee for the respective affected services for the full calendar year. In addition and with priority, any percentage of the fee agreed at the time the contract was concluded shall apply.
4. Material Defects and Reimbursement of Expenses
4.1 The Provider warrants that the services have the contractually agreed quality. No claims for material defects exist in the event of only insignificant deviations of the Provider’s services from the contractually agreed quality.
Claims for defects also do not exist in the event of excessive or improper use, natural wear and tear, failure of components of the system environment, software errors that are not reproducible or otherwise verifiable by the Customer, or damage resulting from special external influences that are not assumed under the contract. This also applies in the event of subsequent modification or repair by the Customer or third parties, unless such modification or repair does not make the analysis and elimination of a material defect more difficult.
Section 6 applies additionally to claims for damages and reimbursement of expenses.
4.2 The limitation period for claims based on material defects is one year from the statutory commencement of the limitation period. The statutory periods for recourse under Section 479 BGB remain unaffected. The same applies to the extent that the law prescribes longer periods pursuant to Section 438 (1) No. 2 or Section 634a (1) No. 2 BGB, in the event of an intentional or grossly negligent breach of duty by the Provider, in the event of fraudulent concealment of a defect, and in cases of injury to life, limb, or health, as well as for claims under the German Product Liability Act.
The Provider’s processing of a material defect report from the Customer results in suspension of the limitation period only to the extent that the statutory requirements for this are met. It does not cause the limitation period to restart.
Subsequent performance (replacement delivery or rectification) may affect only the limitation period for the defect that triggered the subsequent performance.
4.3 The Provider may demand payment for its effort to the extent that
a) it takes action on the basis of a report although no defect exists, unless the Customer could not, with reasonable effort, have recognized that no defect existed, or
b) a reported malfunction cannot be reproduced or otherwise proven by the Customer to be a defect, or
c) additional effort arises due to the improper
fulfillment of the Customer’s obligations (see also Sections 2.2, 2.3, and 5.2).
5. Defects of Title
5.1 The Provider is liable for infringements of third-party rights by its service only to the extent that the service is used in accordance with the contract and, in particular, unchanged in the contractually agreed operating environment or, otherwise, in the intended operating environment.
The Provider shall be liable for infringements of third-party rights only within the European Union and the European Economic Area, as well as at the place where the service is used in accordance with the contract. Section 4.1, sentence 1 applies accordingly.
5.2 If a third party asserts against the Customer that a service provided by the Provider infringes its rights, the Customer shall notify the Provider without undue delay.
The Provider and, where applicable, its upstream suppliers are entitled, but not obliged, to defend against the asserted claims at their own expense, to the extent permitted.
The Customer is not entitled to acknowledge third-party claims before giving the Provider a reasonable opportunity to defend against the third-party rights by other means.
5.3 If a service provided by the Provider infringes third-party rights, the Provider shall, at its own discretion and at its own expense,
a) procure for the Customer the right to use the service; or
b) modify the service so that it no longer infringes any rights; or
c) take back the service and refund the remuneration paid by the Customer for it (less reasonable compensation for use) if the Provider cannot achieve any other remedy with reasonable effort.
The Customer’s interests shall be appropriately taken into account.
5.4 The Customer’s claims due to defects of title shall become time-barred in accordance with Section 4.2. Section 6 shall apply additionally to the Customer’s claims for damages and reimbursement of expenses; Section 4.3 shall apply accordingly to any additional effort incurred by the Provider.
6. General Liability of the Provider
6.1 The Provider shall always be liable to the Customer a) for damage caused intentionally or through gross negligence by the Provider, its legal representatives, or vicarious agents;
b) under the German Product Liability Act; and
c) for damage arising from injury to life, limb, or health for which the Provider, its legal representatives, or vicarious agents are responsible.
6.2 The Provider shall not be liable in cases of slight negligence, except where it has breached a material contractual obligation whose fulfillment is essential for the proper performance of the contract, whose breach would jeopardize the achievement of the purpose of the contract, and on whose compliance the Customer may regularly rely.
In the case of property damage and financial loss, this liability is limited to the damage typical for the contract and foreseeable. This also applies to lost profits and unrealized savings. Liability for other remote consequential damages is excluded.
For any single case of damage, liability is limited to the contract value; in the case of recurring remuneration, to the amount of remuneration per contract year. Section 4.2 applies accordingly to the limitation period. The contractual partners may agree in writing on more extensive liability when concluding the contract, usually in return for separate remuneration. Any individually agreed liability amount shall take precedence. Liability under Section 6.1 remains unaffected by this paragraph.
In addition and with priority, the Provider’s liability for slight negligence arising from the respective contract and its performance for damages and
reimbursement of expenses—regardless of the legal basis—is limited in total to the percentage of the remuneration agreed upon conclusion of the contract as stipulated in this contract. Liability under Section 6.1 b) remains unaffected by this paragraph.
6.3 The Provider shall be liable for damages under a guarantee statement only if such liability has been expressly assumed in the guarantee. This liability is subject
to the limitations set out in Section 6.2 in cases of slight negligence.
6.4 In the event of data loss, the Provider shall be liable only for the effort required to restore the data if proper data backups had been performed by the
Customer. In the event of slight negligence by the Provider, such liability shall apply only if, before the action leading to the data loss, the Customer had performed proper data backups in accordance with the duties of care appropriate to the type of data.
6.5 Sections 6.1 to 6.4 apply accordingly to the Customer’s claims for reimbursement of expenses and other liability claims against the Provider. Sections 3.3 and 3.4 remain unaffected.
7. Data Protection
The Customer shall enter into any agreements with the Provider required for potential access to personal data and shall also observe the specific requirements for data processing on behalf of a controller under the GDPR. The Equinox Privacy Policy applies.
8. Accessibility and Contact
8.1 We endeavor to make our digital products and services accessible in accordance with the requirements of the German Accessibility Strengthening Act (BFSG). This applies in particular to our website, online services, and mobile applications.
8.2 If you encounter any barriers or have difficulty using our digital offerings, you may contact us at any time. We will review your request and endeavor to respond promptly.
Contact point for accessibility feedback:
Paperfly Customer Service
Email: barrierefreiheit@equinox-fintech.de
Phone: +49 (0)251 32200910
Postal address: Equinox FinTech Solutions GmbH, Nevinghoff 16, 48147 Münster
9. Miscellaneous
9.1 The Customer is responsible for complying with the import and export regulations applicable to the deliveries or services, in particular those of the USA. In the case of cross-border deliveries or services, the Customer shall bear any customs duties, fees, and other charges incurred. The Customer is responsible for handling any statutory or official procedures in connection with cross-border deliveries or services, unless expressly agreed otherwise.
9.2 In addition to the General Terms and Conditions, the special contractual terms for the use of software via the internet (SaaS terms) apply to the use of the Paperfly Web Services.
9.3 German law applies. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
9.4 The Provider provides its services on the basis of its General Terms and Conditions (GTC). The Customer’s GTC shall not apply, even if the Provider has not expressly objected to them.
The customer’s acceptance of the services shall be deemed acceptance of the provider’s Terms and Conditions, to the exclusion of the customer’s terms and conditions. Any other terms shall be binding only if the provider has acknowledged them in writing; in such cases, the provider’s Terms and Conditions shall apply in addition.
9.5 Amendments and additions to this agreement should be agreed only in writing. Where written form has been agreed (e.g. for termination or withdrawal), text form shall not suffice.
9.6 The place of jurisdiction for claims against a merchant, a legal entity under public law, or a special fund under public law shall be the provider’s registered office. The provider may also bring an action against the customer at the customer’s registered office.
Münster, June 27, 2025.
History:
DPA Equinox –March 28, 2024
DPA Equinox –October 25, 2021