Law

These terms and conditions regulate how you, as a vendor on the Kaufmich.com platform, may accept KM$ as payment. They also explain how you can redeem or exchange KM$.

Compay manages the KM$. The Kaufmich.com website is operated by Ideawise. You are registered as a service provider and participate voluntarily in the KM$ system.

You may accept KM$ for certain services on the platform. The contract is between you and Compay. It is not exclusive – you may enter into similar contracts with other companies.

You will receive an online form via Ideawise. After you have filled it out and sent it, Compay will check your data. If everything is correct, you will receive a confirmation. The contract is then valid.

Compay may temporarily shut down the system, for example for maintenance, security reasons or technical problems. This is permitted and is considered to be in accordance with the contract.

Compay will not pay you any money for this contract. If there are any fees, you clarify this with Ideawise. For example, Ideawise may charge a portal fee.

You must accept KM$ for permitted services when you receive a positive confirmation. The KM$ will be stored in your KM$ balance account. You can use them on the platform or have them paid out in euros.

You must enter your PIN to redeem KM$. After that you cannot undo it. You may not use KM$ for sexual services, illegal activities or to sell to unregistered users.

Keep your PIN secret. Never pass it on. If it is stolen or you suspect misuse, inform Compay immediately.

Compay can block your KM$ balance if there is suspicion of abuse, fraud or other problems. The block can be temporary or permanent.

Compay may store your data and pass it on to Ideawise or affected customers if necessary. You agree to this.

Compay may be required by law to verify your identity. You must provide the necessary information and keep it up to date.

You can top up KM$ by making a deposit (e.g. by bank transfer). You need at least 100 KM$ to exchange back into euros.

The KM$ are valid for three years. After that, they expire and can no longer be used.

You can terminate the contract at any time. Compay can also terminate the contract – for example in the event of changes to the law, breaches of contract or if the cooperation with Ideawise ends.

Compay can change the conditions. You will be informed in good time – 15 days in advance for minor changes and 4 weeks in advance for major changes. For major changes, you will be asked for your consent.

German law applies. The place of jurisdiction is either your place of residence or the registered office of Compay. Compay does not take part in official arbitration proceedings, but offers a complaints office by e-mail.

1.1 These General Terms and Conditions (the “Acceptance Terms“) govern the legal relationship between Compay GmbH, Mettmanner Straße 25 / 13, 40699 Erkrath, Germany (“Compay” or “Issuing Office“) and the contractual partner with regard to participation in the KM$ system, in particular with regard to the acceptance of KM$ by the contractual partner and the re-exchange of KM$ by Compay (“KM$ Acceptance Agreement“).

1.2 Compay cooperates with Ideawise Limited, Room 604, Alliance Building, 133 Connaught Road, Central Hong Kong, HK, (“Ideawise” or “Operator“) as the issuer of KM$. Ideawise operates the internet portal Kaufmich.com (the “Portal“) and wishes to provide the users of the Portal (the “Users“) with a voucher system (“KM$System“) in cooperation with Compay. The KM$ System offers users of the Portal the opportunity to, by purchasing virtual tokens with a voucher function (“Kaufmich Dollars” or “KM$“) and to exchange products or services from a very limited range of products and services with a communicative erotic character (“Limited KM$ product spectrum“) via the portal.

1.3 The KM$ or the procedure associated with their use is a payment instrument that can only be used for the purchase of a very limited range of goods or services within the meaning of Section 2 para. 1 no. 10 lit. b) ZAG.

KM$ can only be purchased from Compay and are managed there as credit allocated to the respective user (the “KM$ Credit“). The KM$ can only be redeemed by users with other users who have registered on the portal as service providers and offer their own services on the portal (“Service Providers“), insofar as they also participate in the KM$ system, or with Ideawise. (Service Providers and Ideawise together are the“Acceptance Points“).

Clarification is made of the fact that that the KM$ are not electronic money within the meaning of the ZAG (“Payment Services Oversight Act”) and that Compay does not provide any payment services within the meaning of the ZAG.

1.4 The contractual partner is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB) and is registered as a service provider on the portal. In this capacity, it wishes to participate in the KM$ system as an acceptance point. As a registered service provider, the Contractual Partner has already concluded a contract with Ideawise for the use of the portal (“Portal T&Cs“) and, in parallel to this contract, also concludes a user contract with Ideawise subject to the General Terms and Conditions for the use of the Kaufmich-Dollar (“KM$ User Contract“).

Unless otherwise specified in these terms and conditions, the definitions set forth in the KM$ usage agreement shall apply.

3.1 The subject matter of this agreement is the acceptance of KM$ by the contracting party (the “Accepting Party“) as consideration for the provision of services from the limited KM$ product range (hereinafter the “Acceptance Services“).

3.2 This agreement establishes exclusively legal relationships between Compay and the accepting party (Compay and the acceptance party each also the “party” and jointly the “parties“).

3.3 This contract does not create exclusive obligations for either party. The parties are each entitled to conclude the same or similar contracts as this contract with third parties.

4.1 Only the German language is available for the conclusion of the contract.

4.2 The Acceptance Point applies for the conclusion of the Acceptance Agreement with Compay via an online form provided by Ideawise. The following steps lead to the conclusion of the contract:

4.2(a) the acceptance party receives a link to the online routing form from Ideawise;

4.2(b) the acceptance party goes through the online form and enters all required data (e.g. company name, company address, commercial register number, VAT ID, legal representatives, etc.);

4.2(c) the acceptance party has the option of checking and correcting all data in an intermediate step before submission;

4.2(d) The acceptance contract is displayed to the acceptance point in downloadable form. After checking the acceptance contract, the acceptance point clicks on a checkbox to confirm the contract.

4.2(e) the offer is forwarded to Compay by Ideawise.

Upon receipt of the offer, an automatic confirmation is sent electronically to the point of acceptance. The confirmation does not constitute acceptance of the contract.

Acceptance of the Acceptance Agreement by Compay takes place after any successful identification and verification of the Acceptance Point by means of a corresponding declaration of acceptance by Compay. The declaration of acceptance is communicated to the Acceptance Agent via Ideawise as Compay’s declaration agent.

4.3 The particular contract texts are stored after the conclusion of the contract and are accessible to the point of acceptance via the portal.

Compay reserves the right to temporarily restrict the availability of the KM$ System in whole or in part to a customary and reasonable extent if important reasons – including, but not limited to, necessary maintenance work, necessary adjustments, changes and additions to the software applications on which the KM$ System is based, measures to identify and rectify malfunctions and restrictions due to a specific risk of misuse – make a restriction in this sense necessary. Such interruptions and impairments to the availability of the KM$ system shall be deemed to be in accordance with the contract.

No remuneration is agreed between the parties for the services provided under this contract. Irrespective of this, however, in accordance with the contractual provisions between the Acceptance Point and Ideawise, Ideawise may charge the Acceptance Point a fee under certain circumstances, in particular in the form of a portal fee in connection with the conclusion of a Customer Service Provider transaction.

7.1 The acceptance party is obligated to accept the KM$ credit issued by Compay and stored for the particular customer exclusively for the purchase of services from the limited KM$ product range offered via the portal, provided that the acceptance party has received a positive authorization response to the authorization request transmitted to Compay.

7.2 The KM$ accepted for redemption by the Acceptance Point in accordance with Section 7.1 will initially be credited to a KM$ credit account assigned to the Acceptance Point – if applicable after deduction of a portal fee in accordance with the KM$ Usage Agreement with Ideawise.

7.3 The point of acceptance receives information via the portal about the current balance of his / her KM$ credit account.

7.4 The Acceptance Point may either redeem the KM$ credit balance booked on its KM$ credit account vis-à-vis Ideawise in accordance with Clause 8 et seq. or have it exchanged back into euros in accordance with Clause 9.

7.5 The point of acceptance is not entitled to assign claims against Compay to third parties without the prior written consent of Compay.

7.6 Any complaints and claims of a customer relating to services provided by the accepting party in the underlying transaction will be settled by the acceptance party directly with the customer.

8.1 (Re)Redemption of KM$ towards Ideawise.

8.1(a) The KM$ balance may be redeemed by the accepting party towards Ideawise during the term of the agreement from the posted balance on his/her allocated KM$ credit account for the purchase of certain features on the portal within the limited KM$ product range.

8.1(b) KM$ redeemed by the acceptance point will be offset against any credit balance on the respective KM$ credit account. The KM$ credit account is for internal settlement purposes only and is not a payment account.

8.1(c) Before redeeming the KM$ for the first time, the accepting party must select a personal identification number (“PIN“) via the portal, which will be needed for the subsequent use of the KM$.

8.1(d) The redemption of KM$ requires that

(1) the total payment volume of an Acceptance Point does not exceed EUR 250.00 per calendar month. Compay reserves the right to set further minimum and/or maximum amounts for payouts or to adjust the existing maximum amounts;

(2) the point of acceptance is in possession and uses a valid PIN;

(3) the accepting party complies with the KM$ acceptance agreement and the KM$ usage agreement.

8.1(e) The redemption of KM$ is not possible in cases

(1) in return for sexual services. Sexual services are sexual services within the meaning of the Prostitutes Protection Act. A sexual service is therefore a sexual act performed by at least one person on or in front of at least one other person directly present in return for payment or allowing a sexual act to be performed on or in front of another person in return for payment;

(2) of transmissions to other users who are not registered service providers;

(3) of unlawful or improper purposes.

8.1(f) Compay reserves the right to change the permitted or excluded uses of the KM$ at any time. Compay or Ideawise will inform the Acceptor of any changes.

8.2 Authorization of KM$ redemption

The point of acceptance gives its consent (“authorization“) to the redemption in accordance with Section 6 by releasing the redemption of KM$ by entering the corresponding PIN. After authorization, the point of acceptance can no longer revoke the redemption of KM$. The authorization also contains the express consent for Compay to process, transmit and store the personal data of the point of acceptance required to carry out the redemption.

8.3 Rejection of KM$ Redemption
Compay is entitled to reject the KM$ redemption if

8.3(a) the person accepting the KM$ has not legitimized himself with the applicable PIN;

8.3(b) there is suspicion of unauthorized or fraudulent use of the KM$ balance, or

8.3(c) the KM$ balance is blocked.

8.4 Diligence and cooperation duties of the accepting party

8.4(a) The acceptance point must ensure that no other person gains knowledge of its PIN. To this end, the acceptance point must observe the following in particular: The PIN must not

(1) not be communicated orally (e.g. by telephone or in person);

(2) not be disclosed in text form (e.g., by e-mail or messenger service) outside of payment transactions;

(3) not be stored electronically in an unsecured manner (e.g., storing the PIN in plain text in the mobile device).

8.4(b) The transaction information displayed to the Acceptor via the Portal must be checked and, in the event of errors, reported immediately to Compay’s Customer Relations Team in accordance with Clause 8.5.

8.4(c) The acceptance party shall not sell or transfer his/her KM$ balance to other persons (including family members) or allow any other person to use the KM$ balance.

8.5 Information and clarification obligations

If the accepting party becomes aware that his/her PIN has been lost, misused, or unauthorized knowledge of the PIN was gained by another person, the accepting party shall immediately notify Compay’s customer relations team (service@compay.de) to have the KM$ balance blocked.

8.6 No responsibility for Ideawise services

When redeeming KM$ with Ideawise, the Acceptance Point concludes its own contracts with Ideawise for the services to be provided by Ideawise. Ideawise does not act as a vicarious agent of Compay and Compay does not act as a vicarious agent of Ideawise. Any warranty and/or guarantee claims in relation to services provided by Ideawise, which the Acceptance Point acquires in exchange for the redemption of KM$, must be settled between the Acceptance Point and Ideawise, to the exclusion of any claims against Compay. Compay assumes no liability for the willingness of Ideawise to conclude individual contracts or to provide a service.

8.7 Top-up of the KM$ balance

8.7(a) In order to be able to redeem KM$ as intended, the point of acceptance may acquire KM$ credit which will be credited to the clearing account allocated to it (“top-up“).

8.7(b) The recharge order required for the top-up is issued to Compay by the Acceptance Point via the Portal. The Acceptor is not obliged to top up the KM$ balance. Conversely, Compay is also not obliged to accept a top-up order.

8.7(c) Charging is carried out by SEPA bank transfer or (if offered) by SEPA direct debit of an amount in euros from an account of the Acceptance Point to an account held by Compay for this purpose and subsequent bookkeeping transfer to the clearing account assigned to the respective Acceptance Point. These accounts are accounts held by Compay; the Acceptance Agent has no power of disposal over these accounts. No interest is paid on amounts transferred. Compay reserves the right to extend or restrict the payment methods available at any time.

8.7(d) The point of acceptance receives information about the current balance via the portal.

8.7(e) The transfer and provision of KM$ balances does not constitute a current account function with regard to the clearing accounts on which the corresponding balances are booked. The KM$ credit balance allocated to the respective acceptance point is used exclusively for participation in the KM$ system and does not bear interest.

8.7(f) Compay reserves the right to charge cancellation fees, fees for chargebacks, return debits and similar costs that may be incurred in the event of erroneous payment transactions or to deduct a corresponding KM$ amount from the KM$ credit balance of the relevant acceptance point.

8.7(g) Compay reserves the right to set minimum and/or maximum deposit amounts and/or total account balance or to adjust existing maximum amounts. The additional deposit shall not exceed EUR 250.00.

8.7(h) When placing a top-up order, the Acceptor warrants that it meets all the purchase requirements set out in Section 8.8. If it subsequently transpires that the purchase requirements were not met or if these requirements subsequently cease to apply, Compay may cancel the KM$ credit.

8.8 Prerequisites for the acquisition of KM$

8.8(a) The purchase of KM$ by the acceptance party requires that the acceptance point:

(1) has previously registered on the portal and has validly agreed to the portal’s General Terms and Conditions;

(2) insofar as it is a natural person,

(i) has reached the age of 18;

(ii) has the main residence in the European Economic Area;

(3) is not on a sanctions list of the United Nations, the European Union, HM Treasury (UK) and/or OFAC/SDN (USA);

(4) is not evidently involved in political or religious extremism;

(5) is not involved in the production or trade of weapons, nuclear energy, hunting poaching or the illegal killing of strictly protected species, the production or trade of or other service offerings including the offering of consumer products related to marijuana/cannabis (esp. THC), security and defence activities and services (incl. asset protection services, event protection and personal security), the production or trafficking of non-medical drugs and illegal substances, (online) gambling, unlicensed or unauthorized financial and investment services, including offering virtual currency platforms and wallet offerings without a license and/or unlicensed payment services through third parties;

(collectively, the “acquisition requirements“).

Compay may expressly impose additional acquisition requirements or allow exceptions for future contracting or top-up orders.

8.8(b) Compay reserves the right to request the necessary evidence from the acceptance point at any time in order to verify compliance with the acquisition requirements.

8.9 No interest

No interest is paid on the KM$ balance.

9.1 Existing KM$ balances can be requested by the Acceptance Point via the Portal for redemption by Compay. The redemption is carried out exclusively by payment of the corresponding euro amount to an account of the Acceptance Point at a CRR credit institution within the meaning of Section 1 (3d) of the German Banking Act (KWG); redemption by payment to an account on which electronic money is managed is excluded.

9.2 For the purpose of calculating the euro amount to be paid out, one KM$ shall be equivalent to one euro.

9.3 The minimum amount for the payout of KM$ is 100 KM$.

10.1 The KM$ received or topped up can be redeemed and exchanged again within three years from the date of receipt or topping up (“KM$ term“). When KM$ are used, the KM$ received or topped up first are also used and charged first.

10.2 KM$ that are not used within the term expire. KM$ that have expired can no longer be used and will be deleted without replacement.

11.1 Compay is entitled to block the use of the KM$ credit with immediate effect if

11.1(a) factual reasons in connection with the security of the KM$ credit exist;

11.1(b) there is suspicion of unauthorized or fraudulent use of the credit; and/or

11.1(c) the user has violated

(1) the community guidelines of the portal;

(2) the portal’s General Terms and Conditions;

(3) the KM$ Terms and Conditions; and/or

(4) this KM$ Issuance Agreement.

11.2 Depending on the reason for the blocking, the blocking may be permanent or limited to a reasonable period of time. As long as and to the extent that KM$ credit is blocked, the KM$ credit cannot be used.

11.3 To the extent permitted by law, the acceptance party will inform the customer in advance, but no later than immediately after the blocking, of any blocking and the termination or interruption of the possibility of use, stating the reasons.

11.4 In the event of only temporary blocking of the KM$ credit, Compay will lift the block again if the reasons for the blocking are no longer given.

11.5 In the event of permanent blocking, the KM$ credit will be deleted without replacement.

12.1 Compay is only liable for damages caused to the Acceptance Point by Compay, a legal representative or vicarious agent of Compay in cases of intent and gross negligence. Excluded from this limitation of liability are damages resulting from injury to life, body or health as well as the breach of cardinal obligations. Cardinal obligations include those obligations whose breach would jeopardize the purpose of the contract in question and on whose fulfilment the Acceptance Point may therefore justifiably rely.

12.2 The limitation of liability resulting from Clause 12.1 does not apply if Compay has fraudulently concealed a defect or has assumed a guarantee for the quality of the service. The same applies to claims under the Product Liability Act.

13.1 The agreement is concluded for an indefinite period.

13.2 The Acceptance Point may terminate the entire business relationship at any time without observing a notice period. The Acceptance Point shall inform the Operator of the termination at the same time as the termination

13.3 Compay may terminate the entire business relationship or individual business relationships at any time with a notice period of two (2) months.

13.4 Compay is entitled to terminate the acceptance agreement without observing a notice period at the point in time at which the agreement ends in accordance with the customer’s KM$ General Terms and Conditions with Ideawise.

13.5 Termination for good cause shall remain unaffected for both contracting parties. Good cause shall be deemed to exist in particular if

13.5(a) a party ceases its business operations or is not (any longer) in possession of the licenses and permits required for the provision of its business operations and/or these have been withdrawn and/or prohibited for any reason; and/or

13.5(b) material adverse circumstances become known about a party which make it unreasonable for the other party to continue in the contract; and/or

13.5(c) a material deterioration of the financial situation of a party occurs or threatens to occur (for example also due to an (imminent) filing of an application for insolvency or composition proceedings, return of a debit note due to insufficient funds, negative credit report), its financial situation does not appear to be secure, or if at a later point in time it culpably fails to comply with its information obligations under this agreement; and/or

13.5(d) a competent supervisory authority objects to this contractual relationship; and/or

13.5(e) the acceptance point moves its place of business abroad; and/or

13.5(f) a party breaches its contractual obligations even after a warning has been issued and a reasonable period of time has elapsed for remedial action; however, a warning and/or the setting of a deadline shall be dispensable if special circumstances exist which, after weighing the interests of both parties, justify immediate termination; and/or

13.5(g) the cooperation agreement between Ideawise and Compay is terminated – for whatever reason; and/or

13.5(h) due to a change in applicable legal provisions or due to regulatory requirements, the agreement can no longer be performed in accordance with and in compliance with such provisions and requirements; and/or

13.5(i) the KM$ acceptance party does not have or no longer has a valid business license, if required, and other necessary permits to operate its business.

13.6 Any termination must be in text form (e.g. e-mail). Notice of termination must be given to Compay by email to service@compay.de .

14.1 The present assignment of the issuing party to provide services in accordance with this agreement shall at the same time act as an expressed consent that Compay processes, transmits and stores the acceptance party’s personal data necessary for the provision of these services and the performance of this agreement.

14.2 Compay is entitled to disclose the name and address of the acceptance party to Ideawise as well as to the customers in case they assert the existence of claims of unfair enrichment against the acceptance party as KM$ recipient.

14.3 To the extent described above, the acceptance point also releases Compay from secrecy and confidentiality obligations.

Compay may be legally obliged to fulfill due diligence obligations in accordance with the applicable anti-money laundering regulations and to identify the Acceptor(Know Your Customer) and to obtain information from the Acceptor, its bodies and beneficial owners or affiliated companies. The Acceptor undertakes to provide such information without delay, to update it as necessary during the contractual relationship, in particular to notify Compay of any changes, and to support Compay in any way necessary in fulfilling its obligations under the applicable anti-money laundering and customer identification regulations. Under certain circumstances, Compay may be obliged to report suspicious transactions to the authorities. If Compay complies with such a reporting obligation, this shall take precedence over any confidentiality obligations that may exist towards the Acceptance Point on the basis of this contractual relationship. A suspicion of money laundering can lead to the termination of the business relationship, e.g. by termination for cause. Compay assumes no liability for damages that may arise from disclosures to authorities or a termination of the business relationship for this reason.

The parties each warrant that the services to be provided by them in form of acts or omissions under this agreement will comply with and be in conformity with the laws and other governmental regulations applicable to them.

17.1 Amendments and supplements to this contract must be made in text form. This also applies to the waiver of the text form requirement itself.

17.2 Compay is entitled to amend these acceptance conditions to the extent that this is reasonable for the acceptance party and if justified interests of Compay justify this, in particular in order to

· comply with regulatory requirements;

· reflect changes and developments in the way Compay conducts its business;

· to reflect changes in market conditions or industry practice.

17.3 Compay shall notify the Acceptor of the amended Terms and Conditions fifteen (15) days prior to their entry into force in the case of immaterial amendments, and four (4) weeks prior to their entry into force in the case of material amendments (e.g. amendments that impose additional obligations on the Acceptor). Insignificant amendments to the Terms and Conditions shall be deemed to have been accepted by the Acceptor if the Acceptor does not object to the amended Terms and Conditions before the date on which the amendments enter into force. In this case, Compay shall inform the Acceptance Agent of the significance of its silence with the notification of the amendment. In the event of material changes, Compay shall ask the Acceptance Agent to agree to the changes.

18.1 Should one or more provisions of the contract be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. In this case, the parties shall replace the invalid or unenforceable provision with a valid and enforceable provision that comes closest to what the parties intended. The same applies in the event that agreements should contain a loophole.

18.2 Any general terms and conditions, terms and conditions of delivery, terms and conditions of use or other terms and conditions of the acceptance party shall not apply; this shall also apply if Compay has not expressly objected to their application unless a person equipped by Compay with the necessary power of representation has expressly accepted the application of these terms and conditions of the acceptance point in writing.

18.3 These terms and conditions of acceptance as well as the purchase of KM$ shall be governed exclusively by German law to the exclusion of the UN CISG (Convention on the International Sale of Goods) and the provisions of Private International Law.

18.4 The place of jurisdiction for all disputes arising from or in connection with this agreement shall be the registered office of the respective defendant; if another legal place of jurisdiction is open to the user, the customer shall choose the relevant place of jurisdiction.

18.5 In the case of consumers, this choice of law and the choice of the place of jurisdiction shall only apply to the extent that the protection granted by mandatory provisions of the law of the state of the consumer’s habitual residence is not withdrawn thereby (favourability principle).

18.6 In the case of consumers, this choice of law and the choice of place of jurisdiction shall only apply insofar as the protection afforded by mandatory provisions of the law of the state of the consumer’s habitual residence is not thereby withdrawn (principle of favorability).

The acceptance party has the following out-of-court dispute resolution options:

· The accepting party may address a complaint to Compay’s contact point. contact. Compay will respond to complaints in an appropriate manner.

– The European Commission provides a platform for online dispute resolution, which can be accessed at http://ec.europa.eu/consumers/odr/. Compay does not participate in dispute resolution proceedings before a consumer arbitration board.