Kotao Payments Terms

Scope

These payments terms (“Payments Terms”) supplement the Terms of Service of Kotao GmbH (the “Terms”) and apply as soon as the Customer activates or uses the platform’s integrated payment processing (“Kotao Payments”). In the event of a conflict, these Payments Terms prevail over the Terms for payment processing. Capitalised terms not defined here have the meaning given in the Terms.

Allocation of Roles

Kotao is not a credit institution, not an e-money institution, and not a payment institution, and does not itself provide payment services. The regulated payment services — in particular the acceptance and settlement of payment transactions, the safeguarding of funds, and the payout to the Customer — are provided by one or more regulated payment service providers selected by Kotao for Kotao Payments or named in the Order Form (each the “Payment Processor”).

Kotao provides the technical platform through which payment transactions are initiated, managed, and displayed, and in this respect acts as a technical service provider and platform operator. Kotao does not at any time receive or hold funds from payment transactions; funds flow exclusively through the Payment Processor.

Agreement with the Payment Processor

The use of Kotao Payments is governed by these Payments Terms, the Terms, and the activation conditions displayed in the product or agreed in the Order Form. By activating Kotao Payments, the Customer accepts the Kotao Payments contractual framework. If a regulated Payment Processor requires additional information, confirmations, or terms for a specific country, payment method, or risk category, Kotao presents the applicable activation step in the product.

The Customer authorises Kotao to give instructions to the Payment Processor on the Customer’s behalf for technical processing to the extent necessary to operate Kotao Payments (such as creating the connected account, transmitting transaction and refund instructions, and retrieving payout and status information).

Identification and Cooperation

The Payment Processor is legally required to identify the Customer and its beneficial owners (anti-money-laundering, “KYC”). The Customer undertakes to provide complete, correct, and current information during onboarding and upon later request, to supply requested evidence without undue delay, and to notify changes (such as changes of ownership, legal form, bank details, or business model) without undue delay. Until these checks are completed, the Payment Processor may withhold payouts or restrict payment acceptance; Kotao has no influence over this.

The Customer authorises Kotao to transmit to and receive from the Payment Processor the data required for onboarding, operation, and compliance checks.

Fees

Transaction fees apply to payment processing. Their amount follows from the Order Form or from the pricing overview displayed and confirmed in the product upon activation. Fees are withheld per payment transaction from the gross amount or invoiced to the Customer. In addition, fees of the Payment Processor, the card schemes, and for currency conversion may apply; these follow from the Customer’s agreement with the Payment Processor or from the pricing overview. Changes to fees are governed by the change procedure in the Terms.

Payouts and Reserves

Payouts are made by the Payment Processor to the Customer’s account on file according to the payout schedule agreed there. The Payment Processor may withhold or delay payouts in whole or in part or establish reserves where permitted under its terms — in particular in the event of elevated chargeback risk, suspected fraud, a negative balance, unusual transaction patterns, or pending checks. Kotao may instruct the Payment Processor to establish a reserve or delay payouts where there are specific indications of an elevated default or abuse risk; such a measure is exercised proportionately, accompanied by a statement of reasons, and lifted as soon as the ground ceases to exist.

Refunds, Chargebacks, and Negative Balances

The Customer remains the seller of the transactions processed through the platform. The Customer is responsible towards its end customers for refunds, warranty claims, and the fulfilment of consumer-law obligations, and processes refunds through the platform.

Chargebacks, direct-debit returns, and comparable reversals of payment transactions, together with the associated fees of the card schemes and the Payment Processor, are borne by the Customer. They are set off against future payouts. If a negative balance arises, it is immediately due for payment; the Customer authorises the Payment Processor and Kotao to settle the balance by set-off against future payouts or by debiting the account on file. The Customer cooperates in defending unjustified chargebacks, in particular by providing transaction and delivery evidence within the applicable deadlines.

Permitted Use

Kotao’s Acceptable Use Policy and the Payment Processor’s list of restricted business activities apply to Kotao Payments cumulatively; the stricter requirement prevails. The Customer may use Kotao Payments only for its own, actually rendered deliveries and services arising from the business model stated during onboarding. In particular, processing third-party transactions (forwarding, “factoring”, sub-acquiring), charging the Customer’s own cards to obtain liquidity, and splitting transactions to circumvent checks are prohibited.

Restriction and Termination of Payment Processing

The section “Restriction and Suspension of the Services” of the Terms applies accordingly to the restriction, suspension, and termination of Kotao Payments. Independently of this, the Payment Processor may restrict or terminate the payment services under its own terms; Kotao will inform the Customer of the reasons known to it, to the extent legally permitted, and will assist in resolving the matter. If Kotao Payments ends, set-off and settlement rights for payment transactions already processed, as well as the Customer’s responsibility for chargebacks arising from those transactions, survive.

Card Data and Data Protection

Card data and other payment-instrument data are collected, transmitted, and stored exclusively by the Payment Processor; Kotao does not receive full card data. The Payment Processor is certified under PCI DSS. To the extent the Payment Processor processes personal data of end customers, it does so under its own data protection terms as an independent controller or as a processor of the Customer. The processing of personal data by Kotao is governed by the Data Processing Agreement; the sub-processors used follow from the published list.

Taxes and Records

The Customer is responsible for the tax treatment of its transactions, including VAT, receipt issuance, and record-keeping obligations. Kotao and the Payment Processor may fulfil statutory reporting, record-keeping, and disclosure obligations towards authorities to the extent they are required to do so.

Liability

The liability provisions of the Terms apply. Kotao is not liable for the payment services provided by the Payment Processor; claims arising from them are governed by the Customer’s agreement with the Payment Processor. Kotao’s liability for breaches of its own obligations under the Terms remains unaffected.

Changes and Final Provisions

Changes to these Payments Terms are governed by the change procedure in the Terms; shorter notice periods are permitted where requirements of the Payment Processor, the card schemes, or statutory provisions so require and Kotao communicates the change without undue delay. Governing law, jurisdiction, and language versions follow the Terms; the German version is authoritative.