1. Preamble
For its purchase from the Merchant, the Buyer has chosen the payment model enabled by Mondu GmbH (“Mondu“). These general terms and conditions of the Merchant for the Mondu payment model (“Payment Terms“) apply to the conclusion of payment agreements in the Mondu checkout process (“Checkout Process“; the respective agreement “Payment Agreement“).
These terms apply to Merchants with a seat in the EEA, Switzerland and the United Kingdom. If references are made to amounts payable to Mondu in a specific currency, the applicable currency is the currency of the country where Merchant has its registered office.
2. Purpose of the Purchase and Obligation to provide Documents
Buyer warrants by way of a no-fault, independent guarantee promise that the purpose of the purchase under the respective purchase, work or service agreement (“Agreement“) is exclusively for business purposes and in no case for private purposes. In relation to any payment under the Agreement, the Buyer shall provide Mondu upon request with any documents, confirmations or other information required by any regulator or other authority, insurance or bank and Buyer shall, by complying with such request, consent to the sharing of personal data (if any) connected with the request.
3. Payment Amount
Buyer acknowledges that the Buyer owes the Merchant the amount stated in the Checkout Process under the respective Agreement (“Payment Amount“). Merchant will provide the Buyer with an invoice for its purchase (“Invoice“). In case of multiple purchases by the Buyer from the Merchant in a predetermined period for which the Buyer has chosen the Mondu invoice with payment term payment model, Mondu may aggregate the amounts into a single consolidated statement (“Consolidated Statement“) which Mondu provides to the Buyer as agreed, e.g., on a weekly, bi-weekly or monthly basis. Buyer acknowledges that the Consolidated Statement is provided by Mondu for information purposes only, and that it does not replace or modify the individual Invoices issued by the Merchant.
4. Instant Pay
Insofar the Buyer has chosen the Mondu InstantPay payment model, the Buyer shall pay the Payment Amount during the Checkout Process.
5. Payment Postponement
Insofar the Buyer has chosen the Mondu invoice with payment term payment model, the Buyer shall pay the amount set out in the Invoice or, in case of several purchases in the same predetermined period, in the Consolidated Statement within the payment term specified in the Checkout Process to the account yet to be named by the Merchant or Mondu.
6. Installment Payment
Insofar the Buyer has chosen the Mondu installment payment model, the Buyer shall pay the monthly installments agreed in the Checkout Process on the dates specified in the installment plan to the account yet to be named by the Merchant or Mondu. The installment plan will be sent to the Buyer with invoicing. The amounts of the individual installments will be rounded up. Rounding errors will be corrected in the last installment.
7. Purchase by SEPA Direct Debit
Insofar as the Buyer has chosen the Mondu purchase by SEPA direct debit payment model, the Buyer authorizes Mondu to issue a SEPA direct debit mandate on behalf of the Buyer to the Respective Receivable Holder with assignment of the receivable to the Respective Receivable Holder , substantially in accordance with this sample.
8. Shipping address
Buyer acknowledges that the shipping address specified during the Checkout Process (“Original Shipping Address“) can no longer be changed after a Payment Agreement has been concluded. Merchant shall not accept any change of the shipping address and shall not enable or allow any transport company to redirect the shipment of or to deliver any goods ordered by the Buyer to an address deviating from the Original Shipping Address.
9. Performance on shipment and waiver of defences on non-delivery
Buyer expressly waives in favour of the Respective Receivable Holder any rights and defences that may arise from any non-delivery, non-provision, defects or other non-performance of goods or services caused by the Merchant and Buyer acknowledges and agrees in favour of the Respective Receivable Holder that after shipment or the provision of works or services has occurred, Buyer is obliged to pay the Payment Amount in full without any deduction, set-off or withholding within the agreed payment term or in the agreed installments on the agreed payment dates to the Respective Receivable Holder irrespective of any non-delivery, non-provision, defects or other non-performance caused by the Merchant. For the avoidance of doubt, to the extent the Agreement relates to the sale and purchase of goods, Merchant and Buyer agree that (i) the Agreement shall be deemed performed by the Merchant upon shipment of the goods and (ii) the place of delivery and performance and passing over of the delivery and performance risk shall be with handing over of the goods by the Merchant to the delivery agent or sending the goods to the Buyer).
With regard to the Merchant, Buyer will inform the Merchant immediately of (i) any non-delivery or non-provision of purchased goods, works or services after the delivery or provision date communicated by the Merchant, or (ii) any defects or incorrect provision of the purchased goods, works or services after their delivery or provision and may exercise its rights under the Agreement against the Merchant only.
10. Taxes
The Buyer shall make all payments under or in connection with the Payment Agreement (including any amounts payable under the chosen payment model, and any interest, fees or costs payable under the Payment Agreement) to the Respective Receivable Holder, free and clear of any deduction or withholding for any Tax, unless required by law.
In the event that any stamp duties, transfer taxes, registration fees, or similar duties or charges are imposed on or in connection with the Payment Agreement, such duties shall be borne exclusively by the Buyer.
Where any deduction or withholding is or may be required by law, Buyer shall:
- determine whether such withholding applies to any amounts, or any components thereof, payable under or in connection with the Payment Agreement (including any fees, charges or interest‑like components) and inform the Respective Receivable Holder accordingly as soon as possible;
- withhold and remit such amounts when due to the competent authority;
- promptly provide the Respective Receivable Holder with satisfactory evidence of such remittance; and
- increase the payment so that the recipient receives the full amount it would have received had no deduction or withholding been required. Buyer shall pay the deducted or withheld amounts (together with any associated interest or penalties) to the competent authority.
Buyer shall indemnify and hold harmless the Respective Receivable Holder from and against any Tax, costs and expenses arising out of or in connection with: (i) any failure by Buyer or any person acting in the Buyer’s name or on the Buyer’s behalf to withhold or account as required by law; (ii) any shortfall in the gross‑up required by this section; and (iii) any secondary or vicarious filing, registration or compliance obligation imposed on any such recipient as a result of payments contemplated by the Payment Agreement. The obligations in this section survive termination or expiry of the Payment Agreement.
“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same), imposed by any governmental authority, including but not limited to, withholding taxes, stamp duties, financial transaction taxes, and documentary taxes
11. Overpayments
Buyer agrees that payments made by the Buyer in excess of what is due with a maximum of 5% of the Payment Amount will not be refunded to Buyer. Notwithstanding the foregoing, overpayments exceeding the amount of EUR/CHF/GBP 1 will be refunded to the Buyer.
12. Default of Payment
If the Buyer does not pay the Payment Amounts within the agreed payment term, the Buyer shall be deemed in default of payment on the following day at the latest without the need for any (further) reminder or notice (“Default of Payment“). In the event of Default of Payment by the Buyer, the Respective Receivable Holder shall be entitled to a statutory claim in the amount of EUR/CHF/GBP 40. This statutory claim shall become due upon the occurrence of the Default of Payment. In addition, the Respective Receivable Holder may charge interest at the statutory commercial rate on the Payment Amount for the period during which the Buyer is in Default of Payment, i.e. from the first day on which the Buyer is in default with its payment obligations until the day on which the Payment Amounts have been paid in full; and the Buyer shall indemnify the Respective Receivable Holder from any extrajudicial and judicial collection costs incurred in the enforcement of the Buyer’s payment obligations. The extrajudicial collection costs shall amount to 15% of any outstanding Payment Amount. Buyer reserves the right to prove that no extrajudicial collection costs at all or significantly less extrajudicial collection costs have been incurred. Respective Receivable Holder reserves the right to prove higher extrajudicial collection costs.
13. Bank Charges
If the Buyer has issued a SEPA direct debit mandate to the Respective Receivable Holder and if a direct debit is not honored for reasons for which the Buyer is responsible (return debit), the Buyer shall reimburse the Respective Receivable Holder for the bank charges actually incurred and pay liquidated damages as a genuine estimation of loss in the maximum amount of EUR/CHF/GBP 8. Buyer reserves the right to prove that no damage at all or significantly less damage has been incurred. Respective Receivable Holder reserves the right to prove higher damages.
14. Assignment and Pledge
Merchant with a seat in the EEA or Switzerland assigns the receivables due against the Buyer under the Agreement (as supplemented by the Payment Agreement) to Mondu Financial Services B.V.
Merchant with a seat in the United Kingdom (“UK Merchant”) assigns the receivables due against the Buyer under the Agreement (as supplemented by the Payment Agreement) to Mondu UK Ltd.
The assignment of the receivables from Merchant to Mondu Financial Services B.V. will be governed by Dutch law whereas the assignment from UK Merchant to Mondu UK Ltd will be governed by English law. The Buyer expressly consents to the governing law of the assignment being Dutch or English law respectively, irrespective of any different law governing the Agreement.
Mondu Financial Services B.V. or Mondu UK Ltd (as applicable) in turn shall assign the receivables to Mondu Capital S. à r. l., acting on behalf of one of its compartments (“Mondu Capital”), (Mondu Financial Services B.V., Mondu UK Ltd and Mondu Capital, each a “Respective Receivable Holder”). Insofar the Buyer has chosen either the Mondu invoice with payment term or the Mondu installment payment models: (i) Buyer acknowledges that Mondu Capital acting on behalf of the respective compartment shall grant a security interest in these receivables to a financing partner of Mondu Capital (“Bank”); and (ii) Buyer confirms that all payments due under the Payment Agreement shall be paid to the account of the relevant compartment of Mondu Capital notified by Merchant. Merchant and the Buyer acknowledge that payments under the Payment Agreement can only be made to this account with debt-relieving effect (until Bank or Mondu Capital informs the Buyer that payments should be made into another account, if applicable).
For any Buyer with its seat, registered office, or location in Hungary (“Hungarian Buyer“), the Hungarian Buyer expressly acknowledges notice of the assignment under this section 15 and expressly agrees to follow all performance and payment instructions communicated to it by the Respective Receivable Holder via email. The parties explicitly agree that a simple email notice satisfies all form requirements under Hungarian law as to notices of assignment, and Hungarian Buyer hereby waives any more onerous form requirements. Accordingly, the Hungarian Buyer agrees to receive all notices of assignment and performance instructions via simple email, confirming that an email containing the name of the assignee and bank account details shall be deemed sufficient, fully effective notice and performance instructions with the effect that payments with debt-relieving effect may only be made to the assignee notified.
15. Services and Data Processing by Mondu
Mondu enables the Buyer to conclude the Payment Agreement. For this purpose, the processing by Mondu of the data that has been and/or will be collected in connection with the Agreement is required. Mondu processes the personal data collected in this context in particular for (i) the verification of granting of payment models and (ii) the receivables management pursuant to Art. 6 (1) lit b) and f) of EU Regulation 2016/679 (General Data Protection Regulation, “GDPR“).
For more information on the data processing that takes place, the Buyer’s data protection rights and the contact details of Mondu’s Data Protection Officer, please see:
Privacy information for Buyers situated in the EEA or Switzerland
Privacy information for Buyers situated in the United Kingdom
16. Severability
If any provision of the Payment Agreement is or becomes invalid, void or unenforceable in whole or in part, the remaining provisions of the Payment Agreement shall not be affected. In place of the invalid, void or unenforceable provision, the valid and enforceable provision shall be deemed agreed upon, with which the economic purpose of the Payment Agreement shall be carried out as accurately as possible. The same applies in the event of an unplanned loophole.
17. Condition precedent and condition subsequent
The conclusion of the Payment Agreement is subject to (i) the condition precedent of the positive result of the check carried out by Mondu during the Checkout Process and the subsequent conclusion of the Agreement between Merchant and Buyer, as well as (ii) the condition subsequent of non-shipment of the goods or non-provision of the service within 60 days of the conclusion of the Payment Agreement, insofar the Buyer has chosen either the Mondu invoice with payment term or the Mondu installment payment model, or (iii) the condition subsequent of non-receipt of the Payment Amount by the Respective Receivable Holder within 3 Business Days of the conclusion of the Payment Agreement, insofar the Buyer has chosen the Mondu Instant Pay payment model. For the purpose of this Payment Agreement, “Business Day” means every day (except Saturdays and Sundays) on which commercial banks are open for business in the country in which the Respective Receivable Holder has its registered office.
18. Applicable Law and Place of Jurisdiction
These Payment Terms as well as the Payment Agreement shall be governed by and construed in accordance with the laws of the country in which the Merchant has its registered office, excluding its conflict of law provisions. To the extent permitted by law, the place of jurisdiction for all disputes arising from or in connection with the Payment Agreement shall be the competent court at the registered office of the Merchant.