1.1 These General Terms and Conditions apply to all transaction and payment services provided by 1-CP GmbH (“1-CP”) vis-à-vis Merchants. No other business conditions shall apply to this contract, even if 1-CP does not object to such other business conditions, or renders their services to the client in knowledge of these other conditions without reservation. These General Terms and Conditions only apply to business with entrepreneurs pursuant to Section 14 of the German Civil Code (“Bürgerliches Gesetzbuch” / “ BGB”).
1.3 Even if during on-going business relationships these General Terms and Conditions are not expressly referred to when concluding similar contracts, the General Terms and Conditions of 1-CP apply exclusively, unless otherwise agreed by the contracting parties and recorded in text form.
1.4 Provisions in the Master Agreement or in the Service Level Agreements provided as Annexes to the Master Agreement containing conflicting or differing provisions shall prevail over these General Terms and Conditions.
2.1 1-CP provides transaction facilitation service, bringing B2C conveniences into B2B transactions, providing frictionless purchasing, expense management, and simplified corporate payments directly within merchant channels.
2.2 In this process, 1-CP does not act as Merchant, but merely acts as payment and checkout facilitator for the offers placed by the Merchant. Thus, a contractual relationship is established directly and only with the respective Merchant.
2.3 Merchants can initiate the 1-CP Corporate Checkout either by creating a proposal and contract within the 1-CP System manually or initiate it via API call and populate the 1-CP Corporate Checkout directly within their web application.
2.4 Within the process of the 1-CP Corporate Checkout, 1-CP allows individual and bespoke configurations for dedicated clients as well as default / fall-back configurations. The configurations can contain:
- Authentication (by E-Mail Domain + MagicLink, SSO)
- Profile Synchronization (by Integration into HRIS, other Profile Systems)
- Reporting (by capturing all transaction data as well as synchronize into third party systems e.g. CRM, ERP, Expense)
- Payment (by choosing explicit payment methods, generating virtual cards at POS as well as facilitate business travel accounts & Lodging cards)
2.5 Configurations for clients are either to be set up by the Merchant or can be maintained by the Client itself. Dedicated configurations are only available when a Client organization is established in the 1-CP System.
3.1 The Merchant guarantees that the goods and services offered by him exist and that he is entitled to offer them to the extent specified. Furthermore, the Merchant guarantees that the information provided concerning the offering is substantially true, and that it does not violate any mandatory laws and regulations, in particular the German Act Against Unfair Competition (“Gesetz gegen unlauteren Wettbewerb” / “UWG”).
3.2 The Merchant also guarantees that the information given in accordance with Clause 3.1, as well as the promotional texts, pictures, photos, graphics, logos and the like used on the websites and in the media including the Merchants profile in accordance with Clause 3.1, do not infringe the copyright or ancillary copyright, personality rights, trademark rights, labelling rights, or other third party rights.
3.3 The Merchant agrees to keep the information made available in the Merchants profile (incl. terms and conditions, prices, as well as general business and cancellation conditions) and other data up-to-date at all times.
3.4 The prices of offerings the Merchant communicates to the 1-CP System shall include all details including incurring charges, taxes, and other non-recurring payments (e.g. deposit, final cleaning etc.).
3.5 The Merchant is obligated to provide the respective goods and services to the client when a transaction is successful in the 1-CP System.
3.6 The 1-CP System must be managed with any price changes resulting from an extension, reduction or cancellation of the transaction within the 1-CP Dashboard. If the client changes the terms of his contract, proposal and transaction, the Merchant must adjust these in the 1-CP System correspondingly without delay. In such cases, 1-CP requests confirmation of the changes from the client.
3.7 The Merchant is obligated to issue to the Client a proper invoice showing the transaction price and any taxes incurred in accordance with legal provisions. In this process, the final price for the overnight stay must correspond to the price stated vis-à-vis 1-CP. Invoices shall be provided via the 1-CP API or the 1-CP provided billing e-mail for the specific transaction to assure proper reporting functionalities.
3.8 Upon first request, the Merchant will indemnify 1-CP from all liabilities 1-CP may be exposed to as a consequence of the Merchant violating his obligations in accordance with Clauses 3.1 - 3.8. This also includes legal fees.
4.1 The information on Proposals, Contracts & Transactions made available to the client through the 1-CP System are binding. All goods and services made available on the platform constitute a binding offer by the Merchant. Upon conclusion of a Proposal, Contract and Transaction, the prices quoted at the time apply.
4.2 A Proposal, Contract and Transaction is established once a Client accepts an offer made available by the Merchant on the 1-CP System respective the 1-CP Corporate Checkout, subject to the specified conditions (e.g. terms and conditions, prices and cancellation conditions) and stating Client, Buyer, Beneficiary and payment information (e.g. payment or credit card data), by clicking the respective Buy/Pay button provided on the online checkout screen.
4.3 Once the client has successfully completed the Proposal, Contract and Transaction, 1-CP confirms the process via redirect to the webapplication of the Merchant or in case of a manual Proposal, Contract and Transaction a success page and confirmation to the e-mail address provided by the Client at the time of Purchase, containing the contact data and the Terms and Conditions of the Merchant.
4.4 1-CP communicates the following information related to client and beneficiary as a minimum: Title, first and last name(s) as well as buying organization information. 1-CP assumes no responsibility for the accuracy of the Client and Beneficiary information provided by the Client. This information should be verified by the Merchant.
4.5 For Transactions 1-CP will pass the payment information of the Client on to the Merchant or its configurized Acquiring and Payment Service Provider systems without verifying them. 1-CP assumes no responsibility for the accuracy of the Client and Beneficiary information provided by the Client. This information should be verified by the Merchant.
4.6 The Merchant bills all goods and services rendered directly to the client.
5.1 The Merchant is free to grant the client a contractual right of revocation and cancellation as well is free to charge for such.
5.2 In accordance with 3.6 the Merchant needs to initiate revocation and cancellations through the 1-CP System to assure appropriate roll-back of financial transactions and connected reporting systems.
6.1 For transactions made via 1-CP, the Merchant pays to 1-CP a transaction fee that is calculated as a percentage on the gross price of the transaction (i.e. “Item Price” including taxes, costs and / or fees for additional service, if these are charged for). The price for the transaction fee is agreed in the Service Level Agreement of the Master Agreement.
6.2 If revocation or cancellation fees in accordance with Clause 5.1 apply, the Merchant pays to 1-CP the transaction fee for the adjusted price of the contract and transaction. No transaction fee is due for revocations and cancellations which are free-of-charge.
6.3 In accordance with Clause 3.6 any changes of the transaction adjusts the transaction fees accordingly. If a transaction is adjusted in a different billing month than the one in which it took place, a corresponding correction of the transaction fees is made in the current billing.
6.4 Each month, 1-CP sends the merchant an invoice for the transaction fees by e-mail, listing the transactions carried out or changed in that month. The invoice amount is due for payment immediately. The Merchant will be in default 14 days, or if requested specifically 20 or 30 days upon receipt of the invoice. Payments can be made by direct debit, bank transfer (bank account indicated by 1-CP) or credit card.
6.5 The invoiced amounts will be paid by the Merchant in the currency stated on the invoice. However, 1-CP may issue invoices in either a major currency or the applicable local currency of the Merchant.
6.6 If the Merchant becomes delinquent with outstanding invoices, the Merchant will go through a three-stage dunning process consisting of a payment reminder, a second reminder showing costs, and the initiation of a legal dunning procedure. To avoid misunderstandings, the 2nd reminder consists of a 40€ flat fee. Upon receiving the 3rd reminder the judicial procedure or a sell of receivables is introduced.
6.7 Should it be necessary to adjust the price of the Transaction Fee due to market changes, 1-CP reserves the right to apply a mark-up to the Transaction Fee in accordance with Clause 7. Currently the mark-up fee is 0%.
1-CP reserves the right to make amendments to these General Terms and Conditions, in particular when there is a reason to do so due to a change in law or Supreme Court judgements, market conditions or the like. Amendments to these General Terms and Conditions will be notified to the Merchant in text form two months before coming into effect at the latest, with the individual changes being highlighted. The amendments are deemed accepted by the Merchant if the Merchant does not lodge objections to such amendments within one month. At the beginning of the objection period, 1-CP will emphasize vis-à-vis the Merchant the consequences of the Merchant’s actions.
