Supplementary General Terms and Conditions for Shopware Payments
These supplementary terms and conditions (“Terms”) govern the use of the Shopware Payments service by customers of shopware.
They apply in addition to the contractual terms agreed between shopware and the Customer, in particular the General Terms and Conditions of Shopware AG (“GTC”).
In the event of any conflict between these Terms and the GTC, the provisions of these Terms shall prevail with respect to the use of Shopware Payments.
Use of Shopware Payments is subject to the Customer accepting these Terms during the activation process.
§ 1 Definitions
Terms already defined in the GTC shall apply accordingly.
In addition, and exclusively for the use of Shopware Payments, the following definitions shall apply:
(1) Shopware Payments means the technical solution integrated into the Shopware Software that enables Customers to use Payment Services through the payment service provider PayPal, as defined below.
(2) PayPal means PayPal (Europe) S.à r.l. et Cie, S.C.A., a duly licensed credit institution with its registered office at 22–24 Boulevard Royal, L-2449 Luxembourg, authorised and supervised as a credit institution by the Luxembourg financial regulatory authority, the Commission de Surveillance du Secteur Financier (CSSF). PayPal provides certain Payment Services directly to Shopware customers, accessible through Shopware Payments.
(3) Payment Services means the payment processing, collection, payout and account management services provided by PayPal within the meaning of Directive (EU) 2015/2366 (PSD2).
(4) Data means all information, including personal data, processed in connection with the use of Shopware Payments.
§ 2 Subject Matter of Shopware Payments
(1) Shopware Payments enables Customers to use Payment Services provided by PayPal as an integrated payment service provider within the Shopware Software. Shopware Payments is available exclusively in connection with the Shopware Software in the respectively supported versions as set out in the documentation. The availability and specific scope of functionality of Shopware Payments depend on the technical functionality available in the respective version of the Shopware Software used and are set out in the documentation.
(2) shopware itself does not provide payment services within the meaning of Directive (EU) 2015/2366 (PSD2) or the respectively applicable national implementing legislation, including the German Payment Services Supervision Act or comparable national regulations. shopware solely provides the technical integration and user interface within the Shopware Software.
(3) A separate payment services agreement for the processing of Payment Services is concluded between the Customer and PayPal on the basis of PayPal’s terms of use. shopware is not involved in the agreement between the Customer and PayPal and does not forward any offers from PayPal to Customers for the conclusion of an agreement.
(4) shopware is not a party to the agreement between the Customer and PayPal and assumes no responsibility or liability for the performance or non-performance of the Payment Services by PayPal.
(5) shopware does not act as a payment institution, agent, representative, intermediary or mandatary of PayPal.
(6) The provision and presentation of the Payment Services and any additional services that may be provided by PayPal independently and separately from shopware to the Customer, including branding and logos, shall be governed by the applicable contractual arrangements, general terms and conditions, rules or other provisions agreed between PayPal and the Customer, including PayPal’s integration and branding guidelines. Such provisions apply directly between the Customer and PayPal; shopware assumes no responsibility or liability in this respect.
§ 3 Requirements and Registration
(1) Shopware Payments is available to Customers with their registered office in Germany or Austria. Availability may depend on technical and regulatory requirements.
(2) Use of Shopware Payments requires an active Shopware Account.
(3) As part of the registration for Shopware Payments, shopware or PayPal may request information, such as commercial register extracts, identification documents or bank account details, in order to comply with legal requirements.
(4) shopware is entitled to refuse, suspend or restrict technical access to Shopware Payments within the Shopware Software if legal, security-related or technical reasons so require, in particular in the event of violations of applicable laws or these Terms or where there is reasonable suspicion of fraudulent or abusive conduct.
§ 4 Customer Obligations
(1) The Customer undertakes to use Shopware Payments exclusively in the course of its commercial activities and in compliance with all applicable laws.
(2) The Customer is solely responsible for all content, products, prices and contractual terms in its online shop.
(3) The Customer must not use Shopware Payments for illegal or fraudulent purposes or engage in any activities that may impair the operation or security of the Shopware Software.
§ 5 Data Protection and Data Security
(1) Separate independent controllership. shopware and PayPal each act as independent controllers within the meaning of the General Data Protection Regulation (GDPR) in connection with Shopware Payments. There is no joint controllership between Shopware and PayPal within the meaning of Article 26 GDPR.
(2) Processing by shopware. shopware processes personal data only to the extent necessary for the technical provision and technical operation of Shopware Payments.
(3) Processing by PayPal. PayPal is solely responsible for all data processing in connection with the Payment Services, including legally required checks for the identification and verification of the Customer, namely Know Your Customer (KYC) / Know Your Business (KYB).
(4) Data exchange between shopware and PayPal. In connection with the activation, provision and use of Shopware Payments, shopware and PayPal may exchange customer-, onboarding-, status-, transaction- and support-related information to the extent necessary for the technical provision, onboarding, payment processing, support services, billing, fraud prevention, regulatory requirements or compliance with legal obligations. Processing shall in each case take place in accordance with applicable data protection laws and the privacy notices of shopware and PayPal.
(5) Further information on data processing by shopware can be found in shopware’s privacy notices.
§ 6 Onboarding and Identity Verification
The identification and verification checks required in connection with Shopware Payments, namely Know Your Customer (KYC) / Know Your Business (KYB), are carried out exclusively by PayPal. shopware merely provides the technical connection and is not responsible for carrying out or assessing these checks.
§ 7 Technical Changes or Functional Adjustments
Technical changes or functional adjustments shall be carried out in accordance with the agreement between shopware and the Customer and shall be notified to Customers where required under the agreement.
§ 8 Support and Assistance
(1) The type and scope of support services owed by shopware shall be governed by the GTC as well as any applicable service descriptions set out in the documentation and any agreed service level agreements. These Terms do not establish any additional service levels or availability commitments.
(2) shopware provides first-level support via the existing ticket system for questions relating to the integration and use of “Shopware Payments” within the Shopware Software. shopware does not owe first-level support for Payment Services provided independently by PayPal.
(3) The technical performance of the Payment Services, including account management, authorisation and processing of payments, refunds, chargebacks, Know Your Customer (KYC) and Know Your Business (KYB) compliance checks, as well as risk and fraud decisions, and the related second-level support are the sole responsibility of PayPal under the agreement concluded between the Customer and PayPal. shopware is not responsible for decisions made by PayPal and assumes no warranty or liability for PayPal’s services.
(4) To the extent shopware receives, pre-qualifies or forwards Customer requests relating to Payment Services via the Shopware Account or with the help of the PayPal partner portal, this is provided merely as a voluntary support service not contractually owed to the Customer and does not extend shopware’s responsibilities or support obligations. In this respect, shopware acts solely as the Customer’s messenger towards PayPal, without limitation to § 2 (5).
§ 9 Use of PayPal as Payment Service
(1) PayPal is enabled by default as an integrated payment service within Shopware Payments (“Default On”) in order to allow immediate use without separate technical setup. The technical activation as Default On does not mean that a contractual relationship with PayPal for the provision of Payment Services has also been concluded automatically. Rather, implementation and performance of Payment Services require the conclusion of an agreement between the Customer and PayPal.
(2) Customers may deactivate the use of PayPal at any time, adjust the order or presentation of payment methods, or activate additional payment services.
§ 10 Liability
(1) The liability provisions of the GTC also apply to Shopware Payments.
(2) In addition, shopware assumes no liability for acts or omissions of PayPal or other third parties involved in the provision of Payment Services.
(3) shopware is in particular not responsible for:
a) payment defaults, chargebacks or fraud cases;
b) rejection or delay of payments;
c) technical disruptions within PayPal’s area of responsibility.
§ 11 Fees and Billing
(1) The remuneration for the use of the Shopware Software, including the integration of Shopware Payments, is determined by the individual offer from shopware.
(2) The fees and conditions provided by PayPal for the Customer’s country and agreed with the Customer shall apply exclusively to payment processing via PayPal. These are agreed and settled directly between the Customer and PayPal. Any transaction fees or other charges imposed by PayPal are not invoiced to the Customer by shopware or collected from the Customer by shopware, but are settled directly between the Customer and PayPal, in particular by being paid directly by the Customer to PayPal, retained by PayPal, set off by PayPal or otherwise collected by PayPal.
(3) Where fees, charges or pricing components for Shopware Payments are displayed to and accepted by the Customer within the Shopware Software, in the Shopware Account, in an offer or during the activation process, the fees and conditions agreed or accepted there shall apply. Prices displayed on a pricing page provided by shopware are for information purposes unless expressly incorporated into an offer, the Shopware Account, the Shopware Software or the activation process. shopware may display fee information from PayPal as well as any shopware-specific pricing components to the Customer.
(4) Unless expressly stated otherwise, all prices displayed by shopware are exclusive of statutory VAT or comparable taxes.
(5) The Customer is responsible for the proper taxation of its revenues.
§ 12 Termination and Migration
(1) The term and termination of Shopware Payments shall be governed by the provisions of the GTC. Termination of the contractual relationship relating to the Shopware Software automatically results in termination of the use of Shopware Payments.
(2) Any modification, restriction or discontinuation of Shopware Payments shall be carried out exclusively in accordance with the GTC and the other contractual terms agreed between shopware and the Customer.
In the event of discrepancies between the German and English versions of these Terms, the German version shall prevail.
