FLIZ Business Terms and Conditions

FLIZ provides infrastructure that enables companies and organizations (“Company” or “Companies”) to accept payments initiated by end customers via the FLIZ App, which are executed as bank transfers within the limits of the customer’s bank account.

These General Terms and Conditions set forth the terms applicable to the use of FLIZ by Companies. Any terms deviating from these General Terms and Conditions, including a Company’s own general terms and conditions, shall only become part of the agreement if expressly confirmed in writing by FLIZ.

FLIZ shall provide the Company with access to the FLIZ Plugin and FLIZ Business Access under the terms of these General Terms and Conditions for the duration of the contractual relationship

FLIZ shall provide the following services (collectively, the “FLIZ Services”) for the duration of the agreement:

1. The FLIZ Plugin, accessible via the Internet, which serves as a technical interface enabling data transfer between the bank connectivity provider and the Company.
2. The FLIZ Business Access, also available online, enabling the Company to manage and monitor ongoing transactions using a standard, up-to-date web browser.

FLIZ shall ensure an average annual availability of the FLIZ Services of 99.5%, calculated per calendar year. Availability is deemed given when the systems used to provide the FLIZ Services are connected to the Internet via an access point and can be accessed using a technically current end device with Internet access. The following downtimes shall be excluded from the availability calculation:

1. Scheduled maintenance, provided FLIZ notifies the Company at least 90 hours in advance via email. FLIZ shall, where possible, schedule such maintenance during off-peak hours and outside the period of 8:00 a.m. to 8:00 p.m. on working days.
2. Emergency maintenance due to imminent threats (e.g., attacks, security breaches, instability) that are essential to maintaining operations. If FLIZ is responsible for such incidents (e.g., due to unreliable third-party providers), the downtime shall count against availability. FLIZ will notify the Company promptly and provide updates.
3. Downtimes due to external causes outside FLIZ’s control (force majeure, actions by third parties for which FLIZ is not liable, issues within the Company’s sphere such as device errors or Internet outages).

FLIZ support is available Monday through Friday, 8:30 a.m. to 5:00 p.m., via email at info@flizpay.de.

FLIZ only receives confirmation from the end customer’s bank that a payment has been initiated. FLIZ does not receive confirmation from the Company’s (receiving) bank that the payment has been received or accepted. The receiving bank may reject the payment, and FLIZ therefore cannot provide any binding confirmation to the Company regarding receipt.

The Company shall:

1. Promptly report any failures, malfunctions, or impairments of the FLIZ Services, providing as much detail as possible. The obligation to report defects under § 377 HGB shall apply accordingly.
2. Maintain the confidentiality of all access credentials to the FLIZ Services.
3. Refrain from any actions that could impair or endanger the proper functioning of the FLIZ Services or constitute unauthorized access to data.
4. Refrain from applying any surcharge to the FLIZ-related payment service fees charged to its customers beyond what FLIZ charges the Company, unless legally mandated or limited to demonstrable additional costs incurred by integrating FLIZ.

FLIZ may unilaterally amend these General Terms and Conditions, the FLIZ Services, or the agreed remuneration at any time. The Company will be informed of such changes on a durable medium with reasonable advance notice, which shall be no less than 15 days before the effective date. The Company may object in writing within this period. FLIZ will expressly indicate the consequences of failing to object.

If no objection is raised, the amended terms shall apply from the effective date stated in the notification. In the event of objection, FLIZ may terminate the agreement as of the intended effective date of the amendment.

The 15-day notice period shall not apply where FLIZ is required to implement changes due to legal or regulatory obligations that prevent compliance with the above deadline.

FLIZ may engage third parties to perform its contractual obligations under this agreement. Such engagement shall not, unless expressly agreed, create a legal relationship between the third party and the Company.

FLIZ may subcontract performance of services under this agreement in whole or in part without the Company’s prior consent, provided that data protection, confidentiality, and regulatory requirements are upheld. FLIZ remains fully liable for compliance, even when using subcontractors or vicarious agents.

FLIZ grants the Company a contractual right to use the FLIZ Plugin and Business Access solely for the purposes defined in these General Terms and Conditions and limited to the term of the agreement. No intellectual property rights (neither exclusive nor non-exclusive) shall be transferred.

FLIZ’s services constitute a contractual obligation under §§ 675 ff. BGB (German Civil Code) and do not include warranties beyond those statutory provisions.

FLIZ shall be liable without limitation for intent and gross negligence, and for damages resulting from injury to life, body, or health.

For simple negligence, FLIZ is liable only in cases of breach of essential contractual obligations, the fulfillment of which is a prerequisite for proper contract performance and on which the Company may rely (cardinal obligations). In such cases, liability is limited to typical, foreseeable damages at the time the contract was concluded. These limitations also apply in favor of FLIZ’s agents.

FLIZ shall not be liable for data loss if such loss could have been avoided by regular data backups in line with the current state of technology. The Company is solely responsible for conducting such backups.

FLIZ disclaims liability for the accuracy, completeness, or timeliness of third-party data. Should FLIZ have doubts about third-party data, it shall promptly inform the Company, and both parties shall coordinate next steps. FLIZ assumes no responsibility for the functioning of third-party systems (e.g., Internet, bank systems, data centers), except where FLIZ negligently selects such service providers.

Claims based on intent, gross negligence, or personal injury are subject to the statutory limitation period. All other claims expire one year from the statutory commencement of the limitation period.

FLIZ acts as an independent data controller within the meaning of the GDPR. Both parties shall comply with applicable data protection regulations.

Unless otherwise agreed, this agreement is concluded for an indefinite term. The Company may terminate the agreement at any time with one business day’s notice, unless otherwise agreed.

FLIZ may terminate the agreement with three months’ notice. Either party may terminate for cause at any time. Grounds for termination for cause include:
1. Material deterioration of financial condition preventing essential contractual performance;
2. Suspension of payments or initiation of insolvency or similar proceedings;
3. Repeated serious violations of mandatory law making contract continuation unreasonable;
4. Regulatory measures preventing performance of key contractual obligations;
5. Changes in regulatory frameworks that render the continuation of the contractual relationship impermissible.

All terminations must be in text form to be valid.

Transfer of rights and obligations under this agreement requires the prior written consent of the other party, except for monetary claims, which may be assigned without notification or consent. Offsetting is only permitted for undisputed or legally established counterclaims.

FLIZ is entitled to use the Company’s name and logo for marketing and communication purposes.

There are no verbal side agreements. Any amendments or additions to these terms must be made in text form to be valid.

Should any provision of these terms be invalid, void, or unenforceable, the remaining provisions shall remain unaffected. The invalid provision shall be replaced with a valid one that most closely reflects the original intent. The same applies to any contractual gaps.

These terms are governed by the laws of the Federal Republic of Germany, excluding private international law and the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction is FLIZ’s registered office, as recorded in the commercial register.