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Service Description Unite Agency Model EU

Unite Agency Model is a transaction service provided by Unite Network SE with standardised invoicing and payment processing by Unite Financial Services.

1 Services of the Unite Network SE

The services provided by Unite Network SE are described in the product information regarding the Agency Model as amended, which can be viewed on https://unite.eu/en-de/transaction-models-product-description.

2 Subcontracting Unite Financial Services

Unite Network SE instructs Unite Financial Services EU GmbH, a company affiliated with Unite Network SE under German law with its registered office in Leipzig (“Unite Financial Services”), to draw up the invoice for the Customer.

The Provider authorizes Unite Network SE to instruct Unite Financial Services to do the following:

  1. To issue an invoice to the Customer on behalf and for the account of the Provider;

  2. To accept all payments from the Customer in the ordinary course of business and forward them to the Provider without delay;

  3. To generate any automatic reminders necessary on the Provider’s behalf. This does not include the assumption of the del credere risk by Unite Financial Services.

2.1 The Parties agree that the invoice issued by Unite Financial Services is the only legally binding invoice.

3 Payment Processing

3.1 In order to apply the Unite Agency Model in the European Union, the Provider must first sign the attached Payment Service Framework Agreement with a Payment Service Provider contracted by Unite Financial Services.

3.2 The Payment Service Framework Agreement (viewable at https://unite.eu/en-de/psfa-mangopay) between the Provider and the Payment Service Provider will come into effect as follows:

  1. By accepting this Service Description, the Provider submits a binding offer to the Payment Service Provider to conclude the attached Payment Service Framework Agreement.

  2. The Provider authorizes Unite Network SE to instruct Unite Financial Services to forward the Provider’s declaration of intent to conclude the Payment Service Framework Agreement to the Payment Service Provider.

  3. The Payment Service Framework Agreement will come into effect when Unite Network SE activates the Provider’s BusinessShop with the retention of the Payment Service Provider.

3.3 The respective transfer order to the Payment Service Provider will be issued solely by Unite Financial Services as the Provider’s intermediary.

3.4 Unite Financial Services shall, on behalf of the Payment Service Provider, identify the Provider in accordance with the provisions of the GwG German Money Laundering Act and the AO German Fiscal Code. Should such identification not be possible owing to a lack of cooperation or the Provider’s failure to meet legal criteria (e.g. because the Provider has been placed on an embargo list), applying the Unite Agency Model is precluded.

4 Services of the Provider

4.1 The Provider agrees to send Unite Financial Services the legally required invoice details (hereinafter referred to as ‘Invoice Data’) for the preparation of the invoice for the Customer and for delivery to the Customer in electronic form, structured as defined by Unite Network SE. The Provider will provide a reference number which will be used by Unite Financial Services as the invoice number on the invoice to be issued to a third party (the Customer). The Provider must ensure that the reference number provided satisfies tax law requirements for the numbering of invoices, in particular that it is a unique, sequential number in the Provider’s accounting.

4.2 The Provider is responsible for the tamper-proof archiving of the invoice. Objections to the invoice issued must be raised by the Provider within five working days. Once this period has expired, the invoice issued shall be deemed to have been approved by the Provider.

4.3 The Provider will remain responsible for the content and scope of the necessary Invoice Data. The Provider will remain responsible to the tax authorities for the invoices and their effects, in particular with regard to VAT (sales tax). If relevant, the Provider will remain responsible for reporting and paying VAT and other applicable taxes as if the invoices had been issued directly by the Provider. The Provider is not entitled to send Invoice Data to Unite Financial Services if, by law, it may not be created and sent by third parties on behalf of the Provider. Unite Financial Services is entitled to supplement the Invoice Data received from the Provider accordingly if and to the extent that this is necessary for the processing and/or the delivery of the invoice on the Partner’s or Customer’s system.

4.4 Unite Network SE and the Provider agree that only the invoice issued by Unite Financial Services is legally binding. In this regard, the Provider undertakes not to produce any invoices of its own for transactions conducted under the Unite Agency Model. The Invoice Data sent by the Provider to Unite Financial Services must not convey the appearance of an invoice as defined by VAT law. For this purpose, the Provider agrees to note the following on Invoice Data: “Draft invoice” and/or “This document does not constitute authorization for input tax deduction.”

4.5 The Provider accepts that payment can only be made with debt-discharging effect for the Customer to the Payments Account specified by Unite Financial Services. Payments made by the Customer to the Payments Account specified on the invoice by Unite Financial Services are approved by the Provider as settlement of the Customer’s payment obligation.

4.6 The Provider undertakes to process all transaction-related payment procedures in the normal course of business such as credit notes and revised invoices via the Payments Account of the respective Payment Service Provider, and to transfer the corresponding amounts to this account without delay.

5 Contractual conditions and their order of priority

The contractual relationship between Unite Network SE and the Provider set out here is subject to the following contractual conditions in the order of precedence shown below. In the event of any inconsistencies, higher conditions take precedence over lower ones. Terms not defined in this Service Description have the meanings assigned to them in the General Contractual Conditions for Unite Providers and the Unite Terms of Use.

  1. This Service Description Unite Agency Model EU;

  2. Product information regarding the Agency Model as amended (viewable at https://unite.eu/en-de/transaction-models-product-description);

  3. General Contractual Conditions for Unite Providers as amended (viewable at https://unite.eu/en-de/terms-vendor-unite);

  4. Unite Terms of Use as amended (viewable at https://unite.eu/en-de/terms-of-use);

  5. Payment Service Framework Agreement between the Payment Service Provider and the Provider as amended (viewable at https://unite.eu/en-de/psfa-mangopay);

  6. Code of Conduct for our business partners, which describes the essential principles to be observed by the Provider and Unite Network SE, mindful of their responsibility for people, society and the environment, as a standard of business conduct, and to be mutually regarded as minimum requirements (viewable at https://unite.eu/en-de/unite-coc).

For information on the type and scope of processing of personal data, Unite Network SE refers to https://unite.eu/en-de/privacy.

Last updated: 04/2022