6.1. Contractual object and scope
6.1.1 RatePAY GmbH ("RatePAY") is a payment institution that is constantly supervised and officially licensed by the German Federal Financial Supervisory Authority (BaFin). RatePAY offers individual solutions in the field of online payment for a variety of online retailers and online platform providers which provide an online platform for online retailers and consumer sellers to sell their products. As part of these solutions, RatePAY offers payment methods for integration on eBay Services. The payment methods offered by RatePAY ("RP Payment Method(s)") generally include payment by invoice and payment by SEPA direct debit, currently offered in Germany, Austria, Switzerland and the Netherlands and all further Accepted Jurisdictions as defined in section 6.4.2. Your buyers who purchase items on eBay Services may use the currently available RP Payment Method(s) offered by eBay to settle the purchase price claim.
6.1.3 Adyen N.V. (“Adyen“) offers, in cooperation with RatePAY, in its own name the RP Payment Method(s) to eBay Sarl for integration into the eBay Services.
6.1.4 In order to use the RP Payment Method(s), eBay Sarl acquires your purchase price claims against your buyers, who use the RP Payment Method(s) on eBay Services. eBay Sarl will then sell and assign the purchased claims to Adyen according to the terms of these General Terms and Conditions for RP Payment Methods. Adyen will then sell and assign the purchased claims to RatePAY, who will then assume the payment default risk for the purchased claims in accordance with the following provisions. This arrangement is further referred to as “Chain Factoring”.
6.1.5 These General Terms and Conditions for RP Payment Methods shall apply to you with regard to your use of the RP Payment Method(s) on eBay Services.
6.2. Integration of the RatePAY Terms of Payment and the RatePAY Data Privacy Statement
You shall conclude with each buyer the RatePAY Terms of Payment (“RP-TOP”) and the RatePAY Data Privacy Statement (“RP-DPS”) for the buyer’s use of RP Payment Method(s), as available online at https://www.ratepay.com/en/legal-marketplace-terms-directdebit/ (RP-TOP) or https://www.ratepay.com/en/legal-marketplace-dataprivacy/ (RP-DPS). You hereby agree and accept that the RP-TOP and the RP-DPS shall become an integral part of each sale contract concluded between you and the buyer on eBay Services for the buyer’s use of RP Payment Methods (“Sale Contract”). You hereby agree that eBay Sarl has the RP-TOP and the RP-DPS implemented into the payment check-out of the RP Payment Method(s) and instruct eBay Sarl to have the RP-TOP and the RP-DPS forwarded to the buyer on your behalf.
If you act as a business seller, you hereby agree that section 675f (5) sentence 2 German Civil Code (“BGB”) (Fees for payment services), section 675g BGB (Amendment of the framework contract on payment services), section 675h BGB (Ordinary termination of a framework contract on payment services), section 675y BGB (Liability of the payment service provider in case of non-execution, defective or delayed execution of a payment order; obligation to make enquiries), section 675z BGB (Other claims in case of non-execution, defective or delayed execution of a payment order or an unauthorised payment transaction) and Section 676 BGB (Proof of execution of payment transactions) shall not be applicable to these General Terms and Conditions for RP Payment Methods.
6.4. Purchase of Your Receivables by eBay Sarl
6.4.1 You hereby allow eBay Sarl to submit your receivables (through Adyen) to RatePAY for approval (“Purchase Notice”). RatePAY will, after receipt of the Purchase Notice (through eBay Sarl and Adyen), score the offered receivables to determine the probability for payment of the relevant offered receivable by the buyer and will (through Adyen and eBay Sarl) send a response confirming if the receivable is accepted (“Positive Score Notice”) or is rejected (“Negative Score Notice”).
6.4.2. You are obliged to offer all receivables to eBay Sarl in connection with the RP Payment Method(s) in accordance with these General Terms and Conditions for RP Payment Methods which fulfil the following criteria:
- Your receivable against your respective buyer in connection with the Sale Contract and for which the buyer has chosen one of the RP Payment Methods;
- Positive Score Notice regarding the relevant receivable;
- The receivable is nominated in (i) EUR or CHF or (ii) any other currency supported by RatePAY; and
- The receivable is governed by (i) the laws of Germany, Austria, Switzerland or the Netherlands or (ii) any other jurisdiction supported by RatePAY (the “Accepted Jurisdictions”).
(jointly the “Seller Receivables” and each a “Seller Receivable”).
6.5. Assignment of receivables
6.5.1 You hereby assign, subject to the condition precedent in section 5.3 below, all your current and future Seller Receivables including all Ancillary Rights (as defined below) to eBay Sarl and eBay Sarl hereby accepts the assignment.
6.5.2 “Ancillary Rights” means, in each case with respect to the relevant Seller Receivable:
- rights for any securities and collateral securing the relevant Seller Receivable; and
- transport and deficiency insurance claims;
- your contingent claims to demand possession or repossession from a direct possessor;
- preferential rights, constitutive rights (Gestaltungsrechte), withdrawal or rescission rights (Rücktrittsrechte) or challenge rights (Anfechtungsrechte) and all other legal positions, interest claims, claims for compensation, warranty claims, claims for contractual penalty against the buyer or third parties who are the direct owners of the goods; or
- other claims against third parties with respect to the relevant Seller Receivable (such as trade credit, transport, burglary, theft, fire insurance, claims against central settlers and purchasing associations, claims against carriers), as well as all further ancillary rights or any other ancillary rights pertaining to or associated with the relevant Seller Receivable and/or the underlying transactions and contracts, in each case irrespective of whether or not being transferred with the relevant Seller Receivable by operation of law pursuant to section 401 BGB.
No ancillary rights are additional or new claims against the buyer arising from the reversal of the Sale Contract (such as return shipping costs). These claims will not be transferred by you to eBay Sarl as part of the Seller Receivables.
6.5.3 The assignment described in section 6.5.1 of the relevant Seller Receivable including all Ancillary Rights above is subject to the conclusion of a Single Purchase Agreement regarding the relevant Seller Receivable in accordance with section 6.4.3.
6.5.4 The assignment of Seller Receivables including all Ancillary Rights, for which the assignment is not valid due to an extended retention of title (verlängerter Eigentumsvorbehalt), becomes valid upon the payment of the relevant supplier or its waiver of its retention of title.
6.5.5 Upon conclusion of a Single Purchase Agreement, you and eBay Sarl reiterate the assignment of the relevant receivable identified through the transaction-ID in the Purchase Offer including all Ancillary Rights whereby the Purchase Offer constitutes an offer to assign the relevant receivable from you to eBay Sarl and the Acceptance of Purchase Offer constitutes an acceptance of this offer by eBay Sarl.
6.5.6 In case there is any doubt about the validity of the assignment of the Seller Receivables including all Ancillary Rights and this requires any further declaration or action by you, you will execute such declaration or action upon request of eBay Sarl.
6.5.7 You irrevocably authorise eBay Sarl with the power of sub-delegation to notify the relevant buyer regarding the assignment of the Seller Receivable and to exercise non-assignable rights, such as contractual rights, in connection with the Seller Receivables including all Ancillary Rights in its own name.
6.6. Collection Risk / Collection
6.6.1Subject to the legal validity (“Bestehen der Forderung”) of the Purchased Receivables, eBay Sarl bears the risk that the Purchased Receivables are not collectable from the respective buyer in part or in full, in particular caused by the insolvency of the buyer. eBay Sarl will pay the purchase price (minus the agreed fees and expenses of eBay Sarl) for the relevant Purchased Receivable regardless of whether it chooses to enforce the relevant Purchased Receivable.
6.6.2 The collection and enforcement of the Purchased Receivables is the responsibility of eBay Sarl. eBay Sarl shall bear all and any costs in this regard.
6.6.3 eBay Sarl will transfer the economical risks of the obligations described in section 6.6.1 and 6.6.2 to Adyen and consequently to RatePAY in accordance with the Chain Factoring as described in section 6.1.4.
Every time upon entering into a Single Purchase Agreement concerning a Purchased Receivable, you represent and warrant to eBay Sarl by way of an independent guarantee (selbstständiges Garantieversprechen) that:
6.7.1 The Purchased Receivable fulfils the criteria as described in section 6.4.2 of these General Terms and Conditions for RP Payment Methods;
6.7.2 The Purchased Receivable is valid (“besteht”);
6.7.3 You hold free and clear title to, and may freely assign and transfer, the Purchased Receivable;
6.7.4 The Purchased Receivable has not yet been assigned or transferred to third parties, unless such assignment occurred pursuant to a customary extended retention of title agreed between you and the relevant supplier of goods (in which case sub-sections (3) and (5) will not apply to this extent);
6.7.5 The Purchased Receivable is free from any third parties' rights to the Purchased Receivable and there do not exist any rights or claims of any third party to the respective Purchased Receivable;
6.7.6 The Purchased Receivable is not charged with any liability claims of third parties, especially any claims in accordance with section 13c German Value Added Tax Act (“Umsatzsteuergesetz”);
6.7.7 You will ship, deliver or provide the respective item(s) to the relevant buyer completely, on time and in accordance with the Sale Contract with the respective buyer in order that the respective buyer is not able to exercise any right or claim of retention, set-off, supplementary performance (Nacherfüllung), reduction (Minderung), recession right (Rücktritt) or damage claims (Schadensersatz), provided, however, that the case is not resolved by the procedure laid down in section 6.8.1 (c) (i.e. if the case is resolved by the procedure laid down in section 6.8.1 (c) and if you have provided valid proof according to section 6.10.2, the guarantee in this sub-section (7) shall not apply for the specific reason and item the valid proof was provided for); and
6.7.8 Upon conclusion of the respective Single Purchase Agreement, the respective Purchased Receivable will be validly assigned to eBay Sarl and enforceable against the buyer by eBay Sarl (or Adyen or RatePAY after assignment of the claim to Adyen and subsequently to RatePAY) in accordance with the applicable law of the respective Purchased Receivable and the applicable enforcement procedure.
Each of these guarantees to eBay Sarl with respect to a Single Purchase Agreement will be provided by eBay Sarl to Adyen (and by Adyen to RatePAY) back-to-back in accordance with the Chain Factoring arrangement.
6.8. Assignment of Purchased Receivables back to You
6.8.1 If the relevant Purchased Receivable fulfils one of the following criteria (the “Defect Receivable”):
- the buyer exercises its right of withdrawal (Widerruf) regarding the Purchased Receivable with valid effect;
- the buyer reverses the Sale Contract on the basis of a voluntary withdrawal of the purchased item (such as a "100-day right of return") offered by you;
- in case of an objection of the buyer against a Purchased Receivable (dispute), if you do not provide valid proof upon request of eBay Sarl in accordance with section 6.10.2;
- you are in breach of a guarantee pursuant to section 7 in respect of the Purchased Receivable (in which case the right to assign back the Defect Receivable shall be the sole remedy);
and Adyen consequently decides to use its right to assign back the relevant Defect Receivable to eBay Sarl, eBay Sarl is entitled to assign back any Defect Receivable to you.
6.8.2 eBay Sarl hereby assigns all current and future Defect Receivables to you subject to the condition precedent in section 6.8.3 below and you hereby accept the assignment of all current and future Defect Receivables.
6.8.3 The assignment of the relevant Defect Receivable above is subject to the condition precedent that eBay Sarl notifies you of the re-assignment (the “Re-Assignment Notice”).
6.8.4 You are obliged to pay back any purchase price which you have received for the Defect Receivables from eBay Sarl without undue delay after eBay Sarl has provided the relevant Re-Assignment Notice. eBay Sarl is entitled to set-off this claim which you are obliged to pay to eBay Sarl with any further payment which eBay Sarl is obliged to pay to you.
6.9.1 In case you initiate a refund for any Purchased Receivable (“Refunded Receivable”), the refunding process will be initiated by eBay Sarl through Adyen, and RatePAY will pay the refund to the buyer.
6.9.2 You shall reimburse eBay Sarl in connection with any costs, expenses or liabilities incurred by eBay Sarl in connection with any Refunded Receivable (“Reimbursement Claim”) limited to the purchase price of each Refunded Receivable. eBay Sarl is entitled to set-off any Reimbursement Claim with any payment which eBay Sarl is obliged to pay to you.
6.9.3 Upon Adyen’s assignment of any Refunded Receivable in part or in whole (if any) to eBay Sarl, eBay Sarl will consequently assign such Refunded Receivable to you.
6.10. Information Undertakings / Further Assistance
6.10.1 You shall undertake to inform eBay Sarl promptly upon becoming aware of (i) any breach of a guarantee according to section 7 regarding any Purchased Receivable or (ii) any other event that may materially impair or jeopardise the realisation of the Purchased Receivables or might materially change your solvency or, subject to you becoming aware of it, the probability of payment of the Purchased Receivables by the buyer.
6.10.2 In case a buyer files an objection against a Purchased Receivable with RatePAY, RatePAY will notify eBay Sarl using the dispute platform provided by Adyen and eBay Sarl will notify you regarding the objection and instruct you to provide valid proof of shipment or delivery or other proper performance to eBay Sarl in accordance with the Seller Protection Policy. In case such valid proof is not provided in accordance with the Seller Protection, you agree that this will lead to the re-assignment of the Purchased Receivable by RatePAY to Adyen, Adyen to eBay Sarl and subsequently by eBay Sarl to you and the requirement to repay the purchase price by you to eBay Sarl.
6.10.3 In case you receive any payments on the Purchased Receivable, you shall reject these received payments and notify the payer that payment shall be made to RatePAY. You shall notify RatePAY of any rejected payments on the Purchased Receivables.
6.10.4 Upon eBay Sarl’s request, you shall promptly hand over to eBay Sarl, Adyen and/or RatePAY any information, records and documents which are necessary or expedient for the examination and the enforcement of the Purchased Receivables. In the event that information, records and documentation necessary for the examination or enforcement of the Purchased Receivables have been transferred by you to third parties (in particular, book-keeping agencies or tax advisors) or the electronic data processing operations are undertaken by third parties, you shall promptly, at eBay Sarl’s request, instruct such third parties to provide and furnish to eBay Sarl, Adyen and/or RatePAY all such necessary information, records and documentation and to supply their services for eBay Sarl, Adyen and/or RatePAY to the extent necessary for the examination or enforcement of the Purchased Receivables.
6.12. Right of modification
6.13. Data Protection
The Parties undertake to process personal data in compliance with applicable data protection law, in particular, the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation, "GDPR") and supplementing applicable data protection law.
6.14. General provisions
6.14.2 eBay Sarl is entitled to transfer Purchased Receivables in whole or in part to Adyen for the purpose of transferring the collection risk pursuant to section 6.6 or refinancing and to store, process and transfer all relevant transaction data to RatePAY insofar as this is necessary for the performance of the contractual relationship, the transfer of the Purchased Receivable or the Chain Factoring. In this respect, you release Adyen from the obligation of non-disclosure. Adyen is entitled to re-assign any Purchased Receivable to RatePAY. RatePAY is entitled to re-assign any Purchased Receivable to any third party.
6.14.3 These General Terms and Conditions for RP Payment Methods for eBay Sellers shall be governed by the law of the Federal Republic of Germany except any assignment of the relevant Seller Receivable which shall be governed under the applicable law by which the relevant Seller Receivable is governed. The provisions of international private law and the UN Sales Convention shall not be applicable. If you are acting as a consumer and if mandatory statutory consumer protection regulations in your relevant country of your residence contain provisions that are more beneficial for you, such provisions shall apply irrespective of the choice of German law.