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.
6.1.2 eBay Sarl facilitates the payments of the buyers to you on eBay Services and provides
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
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.
6.1.6 These General Terms and Conditions for RP Payment Methods shall apply in addition to the
the event of conflict, these General Terms and Conditions for RP Payment Methods
shall prevail over such other terms and conditions agreed between you and eBay Sarl in these
6.1.7 RatePAY and Adyen will not be a party to and not have any obligation under these
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
(RP-TOP) or https://www.ratepay.com/en/ratepay-data-privacy-statement/
(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 fulfill 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
- 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
(jointly the “Seller Receivables” and each a “Seller Receivable”).
Payment Method(s) into your listings on eBay Services, you agree that each Seller Receivable
will automatically be offered to eBay Sarl for purchase after conclusion of each Sale
Contract for which the buyer has chosen one of the RP Payment Methods (the “Purchase Offer”).
eBay Sarl will submit a respective message to Adyen (and Adyen to RatePAY) indicating the
conclusion of the Sale Contract and eBay Sarl’s offer to Adyen to purchase the relevant
Seller Receivable. Based on Adyen’s response to eBay Sarl’s purchase offer, eBay Sarl will
either accept your Purchase Offer by proceeding with the payment process (the “Acceptance of
Purchase Offer”) or reject your Purchase Offer. Such offer and acceptance through an
Acceptance of Purchase Offer will conclude a purchase agreement between you and eBay Sarl
(“Single Purchase Agreement”) regarding the relevant Seller Receivable including the Ancillary
Rights (as defined below) which is purchased (the “Purchased Receivable”) in accordance
with these General Terms and Conditions for RP Payment Methods. In case eBay Sarl receives a
rejection of its purchase offer from Adyen, eBay Sarl will reject the provided Purchase Offer,
and the Single Purchase Agreement relating to the relevant Seller Receivable is not
concluded. A rejected Purchase Offer may be re-submitted by re-iterating the process described
in this section 6.4.3.
6.5. Assignment of receivables
6.5.1 You hereby assign, subject to the condition precedent in section 6.5.3 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
- 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
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
all Ancillary Rights in its own name.
6.6. Collection Risk / Collection
6.6.1 Subject 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
6.6.2 The collection and enforcement of the Purchased Receivables is the responsibility of
eBay Sarl. eBay Sarl shall bear any and all 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 fulfills 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
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
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
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,
supplementary performance (Nacherfüllung), reduction (Minderung), rescission 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 (6.7.7) 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 fulfills one of the following criteria (the
- 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 6.7 in respect of the Purchased
Receivable (in which case the right to assign back the Defect Receivable shall be the sole
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
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 6.7 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
Protection Policy, 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
The remuneration of eBay Sarl, the terms of payment and the terms of settlement are
6.12. Right of modification
These General Terms and Conditions for RP Payment Methods and/or the RP-TOP may be modified
from time to time in accordance with the modification provisions of Part I, Section 10 of
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
6.14.1 Measures to minimise the risk of fraud and payment default may be adjusted by RatePAY,
by Adyen or eBay Sarl, based on instructions or requirements of RatePAY, at any time and
without your consent. eBay Sarl may terminate the processing and settlement of
transactions concerning the RP Payment Method(s) without undue delay or if you no longer
fulfill the merchant acceptance criteria or these General Terms and Conditions for RP Payment
Methods. Other rights of eBay Sarl to terminate the payment services agreement (i.e. the
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.