LITA.co is a Web site of the company 1001PACT, a simplified joint-stock company (SAS) with share capital of €12,000, whose registered office is located at 50, avenue Claude Vellefaux, 75010 Paris, registered with the Paris Trade and Companies Registry under No. 805 139 383.
LITA.co (ex 1001PACT.com) is the first Web site that allows individuals to become social investors in a responsible company with strong social, societal and/or environmental impact.
ARTICLE 1. PURPOSE
ARTICLE 2. USE – MANDATORY RULES
Any access to or use of the Web site WWW.LITA.CO is worth acceptance, without reserve, of these General Conditions of Use.
These TOU may be supplemented by additional provisions. Users will be informed without delay in the event of any addition, deletion or modification of the provisions. In addition, users shall refer to the last online version as of its date of registration which shall automatically and unquestionably be binding in its content and scope.
Any user of the Web site WWW.LITA.CO shall be deemed to have accepted the rules governing the Site's functioning.
Failure to comply with these TOU shall lead to the user’s account deletion.
Any user completing the on-line registration process shall be entitled to do so. In this regard, he shall represent and warrant that:
- 1. he is of legal age and not placed under guardianship, curatorship or under the protection of the Court.
- 2. he is duly authorized and has the necessary powers to represent a legal person.
Furthermore, the user shall represent and warrant:
- 1. the veracity and accuracy of the information provided upon registration
- 2. the maintenance of the information provided by making any changes if necessary.
ARTICLE 3. STATUS OF WEB USERS
Web users may obtain the following status, depending on their activity on the Web site:
- 1. « Visitor » designates the Web user, natural or legal person, accessing the Web site but not registering as a member.
- 2. « Member » designates the Web user, natural or legal person, who registers on the Web site after submitting his full name and email address and answering the questions relating to the acceptance of the risks inherent to the offers proposed by LITA.co, and in particular concerning the possible losses.
- 3. « Investing Member » designates the “member” who answered the questions relating to his family, patrimonial and professional situation and thus confirming his financial knowledge and experience.
- 4. - « Investor » designates the member who has invested in the company via the Web site.
- 5. - « Social Enterprise » or « Project » designates a project submitted on LITA.co’s Web site with a social, societal or environmental impact.
ARTICLE 4. ACCESS AND AVAILABILITY OF THE WEB SITE
The Web site can be found at WWW.LITA.CO
Access to the company’s confidential information shall be subject to the full registration of an investor’s account, under the conditions laid down in Article 7 below.
Except in a case of force majeure or other event beyond the control of LITA.co, the Web site can be accessed 24 hours a day and 7 days a week.
Should such event occur or should the web site and/or its functionalities be unavailable, the Web users shall be informed without delay of the situation and its resolution.
To this end, the user is invited to notify any malfunction he could come across while browsing the Web site.
ARTICLE 5. CREATION OF THE INVESTOR ACCOUNT
6.1 Registration process
All users willing to become members and obtain an account shall first complete the form available on the Web site.
To create an account, the Web user is invited to provide the following information:
- 1. Title, Last name, First name
- 2. Email address
- 3. Password
- 4. Postal code
- 5. Country of residence
It will also possible to connect directly from Google+ or LinkedIn.
Therefore, a questionnaire will be submitted to the user to confirm his acceptance of the risks inherent to the operation and in particular, the risk of total or partial loss of such investment as well as the risk of non-resale of the securities obtained.
The questionnaire consists of the following two questions:
"Capital investment is a risky operation, whose success cannot be guaranteed. Are you aware of the risk of total loss of the invested amount involved in such an operation?"
The expected return on the investment will only be obtained upon the resale of the capital shares acquired. Are you aware that you may have difficulties reselling all of your shares? "
The user will then have to fill-in the entire form entitled « Adequacy Test » to complete his investor account, and attach a proof of residency and identity.
This form is used to analyze the Member’s financial situation, experience and knowledge regarding investment as well as his investment objectives.
The creation of the account shall be effective from the date the required documents are received and once LITA.co validates the application. A confirmation email will be sent to the user within 72 hours or, failing that, additional information may be requested from the user who does not meet all the required conditions.
6.2. Obligations of the investor
The user hereby agrees to provide reliable and accurate information in their content and scope, and to not use a false identity likely to mislead third parties. Should there be any change in the information provided, the user undertakes to carry out all necessary updates without delay.
In the event the Web user provides false, inaccurate, outdated, incomplete information or in violation with the provisions of these article, LITA.co reserves the right to suspend or delete the Web user’s account without delay, and to deny immediate or future access to all or part of the Web site.
6.3 Services provided by LITA.co
LITA.co undertakes to provide member investors with an Equity Investment Adviser service relating to the Financial Markets Authority’s ("AMF") General Regulations.
LITA.co is also committed to offering a range of responsible companies with high social impact and viable economic model.
The companies’ selection process and criteria are available on a dedicated page of the Website.
Information relating to Companies, Projects and investment procedures will be customized depending on the profile of the user, in accordance with the classification set out in Article 3.
The nature of the information is detailed below:
- 1. « Access to the platform except project file » means the visitor can access the entire platform, including short presentations of the companies (name of the company, logo, brief presentation of the business, amount requested, social impact, closing date for the subscriptions and subscription intentions). The visitor cannot access the fact sheet of the companies.
- 2. « Company fact sheet » means the member has access to the company presentation (photo, video, minimum investment, tax exemption program, pitch, team, market opportunities/offer, social impact, corporate responsibility, purpose of the fund, assessment of LITA.co, general financial data).
- 3. « Ancillary documents » means the « investing member » can download the existing accounts, the Statutory auditors' reports of the last financial year and the current financial year (if they exist), the business plan including the debt schedule over 5 years, forward-looking statements concerning the business activities, the organization chart of the main members of the management team, the organization chart of the group to which the company belongs and the company’s rank (if relevant), the curricula vitae of all the legal representatives of the company, the articles of association, and any other necessary documents.
- 4. « Details of the financial operation » means the « investing member » has access to the nature of the securities, the share price, and the range of value of the company.
- 5. « Details of the subscription » means the « investing member » has access to the subscription conditions, the subscription form and the shareholders' agreement.
- 6. « Investment opportunity » means the « investing member » can directly subscribe to the company’s capital via S-money’s secure payment service.
- 7. « Oversight of the investment » means the « investing member » has access to information concerning the closing of the fundraising as well as financial and extra-financial information concerning the company on a semi-annual frequency.
The table below shows the available information depending on each user’s profile:
Any web user who did not complete his profile will not be able to access the above-mentioned information as well as the investment operations.
ARTICLE 6. OPERATION MODE FOR INVESTORS AND SOCIAL ENTREPRENEURS
LITA.co allows entrepreneurs to solicit web users and gather a community of impact investors who will take shares in their company.
To use LITA.co’s Equity Investment Adviser services, the entrepreneur must submit his application online by going to the “social entrepreneur” section and clicking on the “submit” button.
The entrepreneur is then invited to fill-in the questionnaire and download the elements of assessment of the project being considered. He will receive a confirmation email upon receipt of his file and will be contacted within 15 days, from the date on which he submitted his file.
ARTICLE 7. REMUNERATION
Registration on the WWW.LITA.CO platform is entirely free of charge.
In the event of a participation in a Project, the user referred to as “Investor” shall pay a commission to LITA.co, from 1 to 3% incl. VAT of the amount of the investment, for each subscription made.
- 1. - 3% incl. VAT if the investment is below €6,000
- 2. - 2% TTC incl. VAT if the investment is between €6,000€ and €15,999
- 3. - 1% TTC incl. VAT if the investment is equal to or exceeds €16,000
This commission is included in the price of the investment and will be, as such, automatically deducted from the amount paid by the Investor.
The price of the commission is indicated with all taxes included.
In the event of non-achievement of the proposed capital increase in a Target Company, the amount of the subscription (including commission) will be refunded to the Investor.
Application on the WWW.LITA.CO platform is entirely free of charge.
In the event of achievement of the Project, the company shall pay a fixed price between €0 and €2000 Excl. VAT to LITA.co depending on the support provided by LITA.co. In addition, he shall pay a commission of 4 to 7% Excl. VAT of the amount of the investment made.
ARTICLE 8 - DATA PROTECTION
8.1 General principles
In accordance with the French Data Protection Act of 6 January 1978 as amended by the law of 6 August 2004, the personal data of the members (surname, first name, company name, function, e-mail and geographical address, telephone number, fax and information bank and any data that would be indicated on the forms) are collected by LITA.co for the purposes of good management of the Site (statistics, optimization of features and our offers).
As such, LITA.co undertakes to protect and keep confidential the personal data of its members and not to use or disclose such data for purposes other than the proper management of the Site.
Considering the new regulation resulting from the GDPR (European regulation n°2016/679 /EU dated April 27th, 2016), and like any controller, Lita.co is required to inform you of the nature, purpose and terms according to which our company processes your personal data and your rights resulting from these treatments. The purpose of this information is to inform you in a transparent way about how we process your personal data when you register on our site to benefit from the services described in these Terms and the commitments we make to guarantee you respect , the integrity and security of these.
8.2.1 the data that our company collects and the purposes of this collection
As part of our relationship and to enable us to comply with the regulations applicable to our business, we collect and process personal information about you, including by responding to online questionnaires above. In any case, this is only adequate data and strictly necessary for the purpose for which they are processed, generally related to the proper functioning of the services we offer and compliance with legal or regulatory requirements that our company is subject to exercise its activity:
- Identification data, such as your name, first name, gender, email address, password, postal code and country of residence, phone number;
- Data to meet our regulatory obligations, such as your acceptance of these Terms and the risks related to investment operations, the adequacy test, your bank details, your personal and patrimonial situation and any other data obtained with your consent or collected in accordance with the regulations;
- Data specific to the enterprises winners of the challenge, such as date of birth, family situation and any other information related to their project and necessary for the perfect knowledge of it by potential investors;
- Statistical data, such as your browser, and the material used to administer our system, improve the quality of our services and provide statistics.
These data were collected as a result of our online requests, when you registered on our site whether as “member” or “investor-member” as defined in article 3 above, with a purpose explicit, legitimate, proportionate and determined.
The purpose of this collection is strictly related to:
the provision of our services, including our newsletters and regular communications regarding the news about new projects,
the regulatory obligations that result and necessary for the performance of our services, particularly in terms of management of your account when you register on our website, and monitoring your file and ensuring the quality and safety of our services,
Regarding our website, it is essentially limited to collecting statistical data of visits, through "Google Analytics" (see the section Cookie Management in Article 9 below).
8.2.2 the person responsible for processing your personal data
The person in charge of the processing of your personal data, who remains the guarantor of their security and their confidentiality is the company 1001PACT, SAS with a variable share capital, the registered office of which is located 50, avenue Claude Vellefaux, 75010 Paris, owner and user of the website www.lita.co.
8.2.3 the recipients of the collected data
- The staff of our company: within the limits of back office staff and information system, holder of a specific authorization, in charge of the follow-up of your file, who has received security and confidentiality awareness training your data;
- The subcontractors of our company: IT service providers, host, secure online payment, accountant. These subcontractors only act on our instructions and have access to your personal data only to render the only services we entrust to them. They are held to the same obligations of security and confidentiality as us;
- If necessary, the public authorities: if they request it from us or as part of our legal and regulatory obligations. In such a case, only the information strictly necessary to respond to the request is communicated.
We confirm that your data remains on servers located in the European Union and that they are communicated only to people who need to know them for the purposes of providing our services, to the exclusion of all uses for commercial or advertising purposes from third parties (with the exceptions listed in Article 8.2.1 above) and more generally are not subject, except in the above-mentioned cases, to any disclosure to third parties.
In any case, your data will not be transferred for purposes other than those described above, unless you obtain your consent, which you can withdraw at any time.
8.2.4 retention period of your data
We keep your data for the period strictly necessary for the accomplishment of the aforementioned purposes and especially for a period of three years from your unsubscription from our site and this, both to meet our legal obligations and the establishment of evidence a contract or right. At the end of this period, they are removed, except for some of them (for example investment operation), which obliges us to keep them by archiving for a longer period for evidential purposes
8.2.5 the security measures put in place
We put in place physical and logical security measures to ensure the integrity of your data, and ask our subcontractors to do the same.
These measures include the protection of computers by passwords, logoff in case of absence, regular backup of data held in a secure place, encryption of data during transfers, authorization procedure and protection of premises.
These measures guarantee the security, integrity and confidentiality of your personal data.
8.2.6 your rights and how to exercise them
In application of GDPR, you can:
- Access: You have a right of access to the personal data about you that we hold. You can exercise it by sending us a letter to the address mentioned in point 2 above;
- Correct: if you consider these data incomplete or erroneous you can ask us (by letter also) to rectify them, which we will do as soon as possible;
- Limit: in certain cases exhaustively listed by article 18 of the RGPD, you are entitled to ask us to limit the processing of your personal data;
- Transfer: you benefit from the right to the portability of your personal data and their transfer to the recipient of your choice, in an easily transferable form;
- Delete: you can ask our company that your personal data are erased, especially when we no longer have legitimate reason and proportionate to the conservation thereof. However, we draw your attention to the fact that the deletion of data may make it impossible to access our services;
- File a claim: you retain the right to lodge a claim with the CNIL if you consider that we have exceeded our rights. However, we thank you for kindly contacting our company beforehand to find a solution that suits you;
- Oppose: If you no longer wish to be the recipient of our information notes and / or investment proposals, you will just have to click on the specific link mentioned on this type of email from us;
- Give instructions after your death: the right to give specific instructions regarding the fate of your personal data after your death.
Finally, to exercise your rights above, it is your responsibility to write us at the address mentioned in point 2 above, accompanied by a copy of your duly signed ID.
ARTICLE 9. HYPERTEXT LINKS - COOKIES:
9.1. Hypertext links:
This Site may contain hypertext links to other websites on the Internet that are not owned or operated by LITA.co.
9.2. Cookies :
The use of the Site features may require the establishment of "cookies", namely a text file which, placed on your computer during your visit to our Site, proves to be essential to the use of our services, either by optimizing the consultation by improving and personalizing your user experience. They can also allow us to know the use that is made of our Site (pages visited, visit course), to establish statistics of attendance to improve the ergonomics of it. These are implemented by Google Analytics.
In any case, refusing these cookies or deleting them does not affect your ability to browse our Site.
As indicated in article 6.1 hereof, the connection can be done from your Google+ or Linkedin account, which generates a third party cookie from the social network.
You have various means to manage the implementation of these cookies including their permanent deletion. As a reminder, most browsers (Chrome, Internet Explorer, Safari, Firefox, etc.) accept these cookies by default. You can change this default setting by going to the settings of your browser, each configuration is different (see the conditions of your browser and the path of its own).
You can either block them or ask that your browser inform you before installing a cookie, or delete it, remembering that they have a limited life on your computers.
ARTICLE 10. INTELLECTUAL PROPERTY
All content published on this Web site are the sole property of LITA.co and are, as such, protected by copyright.
Any reproduction or dissemination of this content, without LITA.co’s prior written consent, shall subject the offenders to legal action.
ARTICLE 11. WARRANTY DISCLAIMER
LITA.co cannot guarantee the information provided by the Target Companies.
It is the responsibility of the Web user to gather and check the information before taking an investment decision.
The value of an Enterprise, determined using traditional valuation techniques, is set according to potential future performance. Its cyclical nature is an element to be taken into account when taking an investment decision.
Similarly, the value of the investment is determined on the basis of the expertise of LITA.co’s team. However, taking into account the cyclical nature of such valuation (…*), LITA.co cannot guarantee its accuracy.
In any case, the fulfillment of the mission is part of an obligation of means, in such a way that LITA.co cannot guarantee the success of the investment.
ARTICLE 12. RESPONSIBILITY
The information and documents available on the Web site come from reviewed sources and may, as such, be considered reliable. In addition, given their constant evolution, LITA.co will perform updates on a regular basis.
However, LIA.co will under no circumstances be liable for any inaccuracy of the information provided. Therefore, it is the responsibility of the user to check the accuracy, quality and effective updating of the information provided.
Similarly, LIA.co shall not be held liable for the lack of information and documents provided by the Target Companies.
12.2 Use of the Web site – Personal account - Confidentiality
The user shall be responsible for his use of the Web site and his personal account. Therefore, LITA.co shall not be held liable for any harm resulting from the user’s improper use of his account and in particular the disclosure of the password to third parties, as well as the fraudulent use of the account.
Should such event occur, the user must contact LITA.co without delay in order to properly remedy such situation.
LITA.co undertakes to inform the Investor in the event of any delay or cancellation of the Project. Should such event occur, LITA.co shall not be held liable of the potential harm and consequences resulting from the delay or cancellation of the Project.
Furthermore, pursuant to the provisions listed in Article 11.2, the mission of LITA.co is part of an obligation of means, and it is expressly agreed between the undersigned that the Service Provider shall not be held liable in the event of total or partial loss of the investment.
Similarly, all disputes arising between the Target Company and the Investor, in particular concerning the subscribed shares, shall not apply to LITA.co.
ARTICLE 13. JURISDICTION CLAUSE
This clause shall also apply in case of emergency proceedings, warranty claims, incidental claims or plurality of defendants, and regardless of the method and terms of payment.
ARTICLE 14. MISCELLANEOUS PROVISIONS
MANGOPAY PAYMENT SERVICES FRAMEWORK CONTRACT General Conditions of Use for the Payment Services
Version of 18 May 2018
Entered into between:
The client, a legal or physical person registered in the Business and Companies Registry (or a national business registry or any other equivalent professional organisation) in a Member State of the European Union or in a State that is part of the European Economic Area, or in a third-party country imposing equivalent obligations in terms of the fight against money laundering and the financing of terrorism, acting exclusively on their own behalf for professional purposes (commercial, industrial, artisanal or independent),
hereinafter, referred to as the “Account Holder” or “Professional Account Holder”,
The client, a legal or physical person resigning in a Member State of the European Union or in a State that is part of the European Economic Area, or in a third-party country imposing equivalent obligations in terms of the fight against money laundering and the financing of terrorism, acting exclusively on their own behalf for non-professional purposes,
hereinafter, referred to as the “Account Holder” or “Consumer Account Holder”, party of the first part, and,
MANGOPAY SA a société anonyme [joint-stock company] governed by Luxembourg law, with capital of 2,000,000 euros, the registered office of which is located at 10 Boulevard Royal, L-2449 Luxembourg and registered in the Luxembourg Business and Companies Registry under number B173459, authorised to exercise their activity in the European Economic Area as an independent establishment, in the capacity of an electronic money institution authorised by the Luxembourg Commission de Surveillance du Secteur Financier [Oversight Commission of the Financial Sector], 283 route d’Arlon L-1150 Luxembourg, www.cssf.lu,
hereinafter, referred to as the “Service Provider”, party of the second part, hereinafter, referred to separately as a “Party” and together as the “Parties”.
The Account Holder is asked to carefully read this Framework Contract provided to them by the Platform before accepting it. They are asked to download a hard copy of it. By default, communication with the Service Provider is always carried out through the Platform, according to the terms established in the General Conditions of the Site, except when a distinct communication method is established in the Contract.
For the purposes hereof, the terms hereinbelow are defined as follows:
“Authentication”: indicates the procedures defined by the Platform in order to identify the Account Holder or the validity of a Payment Order. These procedures include using the Personalised Security Data and the Identification Data.
“Strong Authentication”: indicates the Authentication procedures defined by the Platform and that respond to the requirements of European Directive 2015/2366 of 25 November 2015. This Strong Authentication specifically includes elements that allow for establishing a dynamic link between the Operation, the amount and the Beneficiary.
“Banks”: indicate credit institutions in charge of protecting funds collected by the Service Provider on behalf of the Account Holder. These funds are indicated in the books of the holding account opened for this purpose. The designated institutions today are ING Luxembourg and Crédit Mutuel Arkéa. The Service Provider has the possibility of selecting any other authorised credit institution.
“Beneficiary”: indicates the legal or physical person, creditor of a Payment Operation issued by the Account Holder.
“Card”: indicates the debit card, payment card or credit card used to transfer the funds to an Account Holder designated on the Payment Account opened in the Service Provider’s books. This card must be within one of the following networks: Visa, MasterCard, CB.
“Payment Account” or “Account”: indicates the Payment Account used by the Service Provider in the name of the Account Holder and used to carry out payment operations. The Account may in no way be associated with a deposit account. The currency of the Account is indicated on the Site during registration sign-up.
“General Conditions of the Site”: indicates the general conditions of use of the Site entered into between the users of the Site and the Platform, specifically governing access to the Site.
“Price Conditions”: indicates the financial terms agreed to between the Account Holder and the Platform, including the fees under this Framework Contract.
“Framework Contract”: indicates these General Conditions of Use of the Payment Services, including the Registration Form and the Price Conditions, governing the use of the Payment Services as well as managing the Payment Account by the Service Provider.
“Personalised Security Data”: indicates the personal data provided by the Platform to the Account Holder for the purposes of Authentication. It includes the Identification Data, as well as potentially any other data related to the Authentication procedure or Strong Authentication.
“Identification Data”: indicates the unique identifier and the password of the Account Holder, that allows them to access their Personal Online Area.
“Personal Data”: indicates any information related to the physical person who is the Account Holder, or a physical person related to the legal person who is the Account Holder (specifically a corporate executive, a beneficial owner, or an Authorised Person), under the meaning in European Regulation 2016/679 related to protecting personal data.
“Personal Online Area”: indicates the environment dedicated to the Account Holder, accessible on the Site of the Platform, allowing them to access their Payment Account and use the Payment Services.
“Registration Form”: indicates the form to be filled out by anyone wishing to register for Payment Services, accessible on the Site at registration or made available by the Platform.
“Business Day”: indicates a calendar day with the exception of Saturdays, Sundays, and public holidays in mainland France and Luxembourg and any other day designated as such by the Service Provider.
“Payment Methods”: indicates the payment methods other than the Card, listed on the Site, and the option of which is offered by the Service Provider. The Account Holder activates the Payment Methods of their choice from their Personal Online Area.
“Payment Operation”: indicates a routine or one-time transfer, ordered by the Account Holder or by any representative authorised for this purpose, debited from the Payment Account.
“Payment Order”: indicates the instructions given by the Account Holder to the Service Provider in compliance with the procedure established in the Framework Contract to carry out a Payment Operation.
“Payment Page”: Indicates the page secured by the banking service of the Service Provider.
“Person in Question”: indicates the physical person who is the Account Holder or any person related to the Account Holder (specifically a corporate executive, a beneficial owner, or an Authorised Person), whose Personal Data is processed in the framework of the performance of this Framework Contract.
“Authorised Person”: indicates any representative designated by the Account Holder in order to access the Payment Account and use the Payment Services on their behalf.
“Platform”: indicates the entity, the designated payment agent of the Service Provider, the contact information of which are indicated in the General Conditions of the Site, who manages the Site. It prepares, facilitates and advises prospects, for the purposes of the Framework Contract through the use of its Site. It accompanies Account Holders during their entire relationship with the Service Provider in the framework of carrying out their Payment Operations. It collects the documents necessary to open an Account. The Platform does not collect funds with the exception of the fees agreed to in the Price Conditions.
“Service Provider”: indicates MANGOPAY SA, issuer of Electronic Money, authorised in Luxembourg by the Commission de Surveillance du Secteur Financier under reference number 3812 and authorised to carry out its activity in all Member States of the European Union. The Service Provider appears on the list of electronic money institutions available at www.cssf.lu/surveillance/ep-eme/listes-officielles.
“Third-Party Payment Service Providers” or “Third-Party PSP”: indicates any institution, other than the Service Provider, authorised in a Member States of the European Union or part of the European Economic Area, or in a third-party country imposing equivalent obligations in terms of the fight against money laundering and the financing of terrorism.
“Platform Customer Service”: indicates the customer service whose contact information is indicated on the Site, from which the Account Holder may obtain information regarding the Framework Contract.
“Payment Services”: indicates the payment services defined in Points 3 and 5 of the Annex of the Luxembourg Law of 10 November 2009, relative to payment services.
“Site”: indicates the website used by the Platform whose purpose is to sell goods or services to Users or to collect funds from them, or to put Account Holders in contact with Users.
“Hard Copy”: indicates any instrument allowing the Account Holder to store information addressed to them personally in order to be able to refer to it later during a time period adapted for the purposes for which the information is provided and allowing them to identically reproduce the information stored. It is generally offered in the form of a PDF file.
“Account Holder”: indicates any legal or physical person acting on their own behalf and in the name of which a Payment Account is opened to use the Payment Services.
“User”: indicates any legal or physical person having transferred funds to an Account Holder through the Site using their Card or any other Payment Method accepted by the Service Provider to transfer funds.
The Framework Contract has the purpose of defining the conditions in which the Service Provider provides Payment Services to the Account Holder in return for payment as defined in Article 11 herein.
These Payment Services include:
- - opening and managing the Payment Account,
- - crediting the Payment Account: registering the funds transferred by Card or by any other Payment Methods accepted by the Service Provider; receipt of transfers.
- - debiting the Payment Account; carrying out recurring or one-time Transfer Operations, deducting the fees due in compliance herewith, reversal of funds transfer to Cards (or any other Payment Methods).
The Account is not subject to any overdraft, advance, credit or discount. The Service Provider does not offer any currency exchange services.
The Service Provider has authorised the Platform for the purposes hereof with all Account Holders and supports them for their entire relationship with the Service Provider.
3. Registration for the Services
3.1. Registration Methods
The Framework Contract is entered into remotely, according to the terms established by the Platform under the General Conditions of the Site. To enter into the Framework Contract Online, the interested party must have the necessary equipment (materials and software), for which they alone are responsible.
By default, acceptance of the Framework Contract is carried out remotely via the Site and is entered into by electronic signature. The interested party has the possibility of requesting to sign the Contract by hand. For this purpose, they must print this Contract, sign it, and return it by electronic or postal mail to the Platform Customer Service, the contact information of which is indicated in the General Conditions of the Site.
In the event of a handwritten signature, the date of entering into the Framework Contract is the date indicated on it and if there is no date, it will be the date that the Framework Contract is received by the Platform.
Electronic signing of the Framework Contract is carried out via the Site. The date of entering into the Framework Contract corresponds to the date on which the interested party has finalised the e-signing process as indicated on the Site.
The Framework Contract entered into with the Parties electronically has the same legal status as a Framework Contract on paper.
3.2. Contractual Documents
The Framework Contract includes:
- these General Conditions of Use of the Payment Services,
- the Registration Form available on the Site,
- the Price Conditions indicated via the Platform.
These General Conditions of Use of the Payment Services, as well as the Price Conditions, are made available to the Account Holder on the Site and downloadable as a Hard Copy. At any time during the contractual relationship, the Account Holder may, upon request, receive these documents in paper format.
The Service Provider will maintain access to the contractual documents for a term of five (5) years from the end of the contractual relationship. The Service Provider will end this service at the end of the above- mentioned five- (5) year period.
The Service Provider may place conditions on entering into this Contract by the Account Holder providing certifications and information in order to validate their status in regard to these agreements.
4. Opening an Account
4.1. Necessary and Prior Conditions for Opening an Account
Any legally capable physical person at least eighteen (18) years of age and any legal person, residing and/ or registered in a Member States of the European Union or in a State that is part of the European Economic Area agreement or in a third-party country imposing equivalent obligations in terms of the fight against money laundering and the financing of terrorism, may send a request to open an Account subject to the physical person being referenced on the Site in the capacity of consumer or in the capacity of professional. A legal person may only be referenced as a professional.
The Account Holder acknowledges from the time of issuing their registration request to the Platform and during the entire term of the Framework Contract:
that they are at least 18 (eighteen) years of age and legally capable or that they are legally formed with the status of a company;
that they are acting on their own behalf;
that all the information provided upon their registration are true, exact and up-to-date.
4.2. Registration Procedure and Opening an Account
4.2.1. Information and Proof
Any interested party must provide to the Platform the information and documents listed hereinbelow, for the Registration Form, in the event that this information and these documents are not already in possession of the Platform.
The interested party undertakes to provide the information and documents corresponding to their status either as a professional or as a consumer.
For the Account Holder, who is a physical person and consumer:
o their last name, first name, email address, date and place of birth, nationality and country
o a copy of the Account Holder's valid official identity document (e.g., identity card, driver’s
license, and for citizens of countries outside of the European Union, a passport). For professional Account Holders:
- for physical persons:
o their last name, first name, email address, date of birth, nationality and country of
o an original or a copy of the official registration extract dated within three months that
indicates registration as a retailer or in the national business registry or any other
professional organisation that the Account Holder is a member of.
o a copy of the Account Holder's valid official identity document (e.g., identity card,
driver’s license, and for citizens of countries outside of the European Union, a passport).
- for legal persons:
the activity, the identity of the business associates and officers, as well as the list of the
beneficial owners such as defined by regulation,
at the Business and Companies Registry of a Member States of the European Union or a State that is part of the European Economic Area agreement or a third-party country imposing equivalent obligations in terms of the fight against money laundering and the financing of terrorism and their bylaws. This document must include the business name, legal form, address of the registered office and the identity of the business associates and officers mentioned in Sections 1° and 2° of Article R.123-54 of the Code of Commerce or their equivalent in foreign law.
o acopyofthebylawsandpotentialdecisionsspecificallycertifiedtruelegalcopyfromthe legal representative;
o a copy of the identity card or passport of the legal representative and, as the case may be, the beneficial owner(s).
o The statement from the beneficial owners of the legal person holding more than 25% of rights in the event that the interested party has not declared their beneficial owners in the national registry, or if it is not subject to this obligation.
The Account Holder may also be requested to provide the bank details from an open account in the name of the person mentioned in Sections 1° to 6° bis of Article L.561-2 of the Monetary and Financial Code in a Member State of the European Union or a State that is part of the European Economic Area agreement or a third-party country imposing equivalent obligations in terms of the fight against money laundering and the financing of terrorism
It is expressly established that the Service Provider maintains the possibility of requesting before opening an account and at any time during the term of the Framework Contract, additional documents related to the Account Holder, the beneficial owners, or a specific Payment Operation.
The Account Holder grants the Platform the power to carry out the Payment Operation on their Payment Account under their full responsibility (“Proxy Power”). Proxy Power automatically ends upon the death of the Account Holder. It may be revoked at any time upon the Account Holder’s request by informing the representative and the Service Provider by registered letter with acknowledgment of receipt. Revoking it takes effect on the date the Service Provider receives the letter. The Account Holder remains responsible for Payment Operations initiated on its behalf until this date by the designated representative. The Account Holder expressly releases the Service Provider from professional secrecy regarding the data of the Payment Account in terms of the representative designated under Proxy Power.
4.2.2. Restriction of the Payment Account
By the Service Provider’s free assessment, use of a Payment Account may be restricted without the Service Provider having to justify their decision to the Account Holder in question. The functioning of the Payment Account will specifically be restricted when the Account Holder has not provided all of the information and documents required by the Service Provider, such as listed hereinabove. These restrictions are indicated to the Account Holder of the Platform.
4.2.3. Finalisation of Registration
After entering into the Framework Contract, the Account Holder must provide all of the information and proof that are requested by the Platform. By giving their consent to the terms of the Framework Contract, the Account Holder accepts that the Platform will transfer to the Service Provider their request for registration as an Account Holder and all the proof documents received by it.
The Service Provider alone has the power to accept the registration of an interested party as an Account Holder for a Payment Account in their name. This acceptance will be indicated to the Account Holder by the Platform by any means under the terms established on the Site.
The Service Provider, without motivation, or right to an indemnity in favour of the Account Holder, may refuse a request to open an Account. This refusal will be indicated to the Account Holder by the Platform by any means under the terms established on the Site.
5. Functioning of the Payment Account
The amounts credited to the Payment Account result from the funds transferred by Card (or by any other Payment Method accepted by the Service Provider), or the receipt of a transfer. The amounts debited from the Payment Account result: from executing a Payment Order to an account opened in the books of a Third-Party Payment Service Provider, of the Service Provider withdrawing fees due by the Account Holder under the Framework Contract or, a reversal of an operation by Card (or by any other Payment Method).
5.1. Acceptance of Payment Orders by Card for the Payment Account
Transactions for the Payment Account may be carried out by Card (or any other method accepted by the Service Provider), once or on several occasions. When such an operation is requested, the User will be identified on the Site by indicating their username (valid email address) and their password or via their Facebook account. The funds transfer request will be indicated on the Payment Page dedicated for this purpose. For all payments, the User may be requested to use a one-time code sent to their mobile telephone to the institution that issued the Card. If this is the case, it is the Service Provider’s right to
refuse any payment following their free assessment without this decision giving rise to any indemnification. The funds transfer operation is carried out by the institution that issued the Card. Any dispute for such a transfer must be indicated to this institution. The Service Provider is not authorised to cancel such a transfer.
The Account Holder is informed that the Service Provider accepting a Payment Order by Card does not guarantee the receipt of these funds by the Account Holder in their Account. The funds arriving in the Payment Account of the Account Holder is based on the effective receipt by the Service Provider of the funds collected less the fees agreed to under the Price Conditions.
If the funds are not received for technical reasons, the Service Provider will make their best efforts to settle the operation. If the funds are not received for any other reason, the Service Provider will immediately inform the Account Holder of their inability to credit their Account in the expected amount, and to contact the User.
In the event that the transfer of funds to the Account of the Account Holder is cancelled by the institution issuing the Card following the User disputing it, the Account Holder accepts that the Service Provider may reverse any funds transfer operation by Card by debiting the Payment Account of the corresponding amount. The Account Holder recognises that such dispute may be brought to the attention of the institution issuing the Card up until a maximum time frame of thirteen (13) months following the date that the account was debited related to said Card. In the absence of sufficient provisions in the Account to carry out such a reversal, the Service Provider may suspend or cancel any Payment Operation initiated by the Account Holder or a representative, or as the case may be, subrogate the rights of the Account Holder by carrying out recovery procedures for the amount due by the User by any means.
5.2. Receipt of Transfer to the Payment Account
The Account Holder authorises the Service Provider to receive in their Payment Account SEPA transfer operations in euros from a bank account or payment account open in the books of a Third-Party PSP.
The funds are credited to the Payment Account by the Service Provider as quickly as possible following their effective receipt by the Service Provider.
After the funds are credited to the Account Holder’s Payment Account, the Service Provider will make available a summary of the transfer operation received, including the following information: the reference number of the payment operation, a reference number allowing identification of the payer, the amount of the operation, the date of the credit value.
5.3. Execution of a Wire Transfer Operation Debited from the Payment Account
The Account Holder may transfer orders for SEPA or international wire transfers to a Beneficiary’s account held by a Third-Party PSP.
When the Account Holder wishes to carry out a Transfer Operation, they will indicate their identification in their Personal Online Area by indicating their Identification Data and, if need be, by following a Strong Authentication procedure if indicated to them. They will indicate on the Payment Page: the amount of the Payment Operation, the currency, the Payment Account to be debited, the date the Order is to be placed and any other required information. In the absence of a date indicated, the Transfer Order will be deemed to be placed immediately. The Account Holder must also follow the Authentication Procedure (or follow the Strong Authentication Procedure) indicated by the Service Provider.
The Account Holder may at any time issue a request to execute a Transfer Order to a Beneficiary designated by them that has a bank account or payment account from a Third-Party Payment Service Provider. The Account Holder must include the subject associated with each transfer by respecting the
Authentication Procedure (or Strong Authentication Procedure, if it be the case) indicated by the Service Provider
The Account Holder irrevocably consents to the Payment Order by clicking on the “validation” button (“Date of Receipt”). The receipt of the Payment Order is confirmed in the Account Holder’s Personal Online Area. No Order may be withdrawn by the Account Holder after the date upon which it is deemed to irrevocably have been received, which is from the Date of Receipt.
Before issuing a Transfer Order, the Account Holder (or the Platform acting on their behalf) must ensure that they have a sufficient amount of credit available in their Account to cover the amount of the Payment Operation and the related fees as established in the Price Conditions. If necessary, they must credit their Account before the Order is validly transferred to the Service Provider to carry it out.
It is expressly agreed that the Payment Orders are executed at the latest at the end of the Business Day following the Date of Receipt of the Order by the Service Provider (and on the agreed-to execution date for standing or timely transfers). Any Payment Order received after 4:00 p.m. by the Service Provider will be deemed to have been received the following Business Day. If the Date of Receipt is not a Business Day, the Payment Order will be deemed to have been received the following Business Day.
For each Transfer Operation, the Account Holder may request from the Service Provider to be provided with a Hard Copy of the information related to the maximum execution time frame of this specific operation, the fees that they owe and, if it be the case, the details regarding these fees.
The Service Provider may be required to refuse to execute a Transfer Order that is incomplete or erroneous. The Account Holder must reissue the Order so that it is in proper conformity. Furthermore, the Service Provider may block a Transfer Order in the event of serious doubt regarding fraudulent use of the Account, unauthorised use of the Account, breach of security of the Account, in the event of a freeze issued by an administrative authority or for any other reason.
In the event a Transfer Order is refused or blocked, the Service Provider will inform the Account Holder thereof by any means. If possible, the Service Provider will indicate to the Account Holder the reasons for this refusal or blockage, unless it is prohibited from doing so due to a pertinent provision of national law or European Union law.
The Account Holder may at any time transfer instructions to cancel a transfer of funds in order to reimburse a User. The Account Holder will access the Site indicating their identifier and password. They will indicate, in their Personal Online Area, the amount of the reimbursement, the currency, the User to be reimbursed and any other required information.
The reimbursement operation is carried out by the Service Provider by crediting the Card used by the User or by transfer using the original payment methods, within the limit of the available balance in the Account and the rules for each network and SEPA rules within five (5) Business Days following the Service Provider’s receipt of the request for reimbursement.
5.5. Specific Provisions for Services Initiating Payment and Information on Accounts Provided by Third-Party PSP
When a Wire Transfer Order is consented to by a Third-Party PSP offering the services of initiating payment, this consent is agreed to between the Account Holder and said Third-Party PSP under the
conditions agreed to between them. The Service Provider is not involved under these conditions and 9
may in no way be held responsible in the event of a dispute related to providing this service by the Third-Party PSP following said conditions.
The Account Holder may not revoke a payment order after giving their consent that the Third-Party PSP providing the service of initiating payment initiates the Payment Operation.
If an unauthorised, unexecuted or improperly executed Payment Operation is initiated by the Third-Party PSP providing the service of initiating payment, the Service Provider, at the latest at the end of the following Business Day, shall immediately reimburse the Account Holder in the amount of the unauthorised, unexecuted or improperly executed operation and, if it be the case, refund the Account debited so that it is in the state that it would be in if the unauthorised or improperly executed Payment Operation had not taken place. The date on which the Account Holder’s Payment Account is credited shall not be dated later than the date upon which it was debited.
The Account Holder, in their Personal Online Area, has a statement of the Payment Operations carried out on the Payment Account available to them. They are asked to attentively acknowledge the list of these operations. Operations statements may also, upon express request, be made available to the professional Account Holder for other time frames.
It is specified that for each Transfer Operation carried out by the Service Provider, the Account Holder has the following information available to them: the reference number of the Operation, the identification of the Beneficiary, the amount of the Operation, the date the Order is received, and if it be the case, the fees related to executing this Operation.
7. Access to the Payment Account and Confidentiality of Personalised Security Data
The Payment Account is accessible online in the Personal Online Area, by using the Identification Data and in compliance with the requested Authentication Procedure (or Strong Authentication Procedure, depending on the case).
The Account Holder must indicate the Identification Data of each Authorised Person. Each Authorised Person accepts to not use the name or Identification Data of another person. The Account Holder alone is responsible for the use of their identifier.
Each Authorised Person is fully responsible for maintaining the confidentiality of their Identification Data, as well as any other Personalised Security Data potentially provided to the Service Provider or the Platform. The Account Holder must take all reasonable measures to maintain the confidentiality and security of their Personalised Security Data. They also undertake to educate the Authorised Persons regarding the confidentiality and security of their own Personalised Security Data.
The Account Holder (and each Authorised Person) accepts to not communicate their Personalised Security Data to third parties. By way of exception, the Account Holder may communicate to authorised Third- Party PSP in a Member State of the European Union or in a State that is part of the European Economic Area agreement for information services regarding the accounts and initiation of Payment Operation (such as defined in Article 4 of European Directive 2015/2366, called “PSD2”). The Account Holder must ensure that this Third-Party PSP is authorised for the above-mentioned services and that it accesses the Personalised Security Data in a secured environment.
8. Objection Regarding Personalised Security Data
The Account Holder must inform the Platform of the loss or theft of their Personalised Security Data, of any misuse or unauthorised use of their Personal Online Area or data relating to them as soon as they become aware of this and request that it be blocked. This declaration must be carried out:
- - by making a telephone call to the Platform Customer Service at the number indicated in the General Conditions of the Site; or
- - directly by electronic message through the contact form accessible on the Site.
The Service Provider, through the Platform, shall immediately execute the request for objection. The event will be recorded and date/time stamped. An objection number with date/time stamp will be provided to the Account Holder. Written confirmation of this objection will be sent by the Platform to the Account Holder in question by electronic message. The Service Provider will take administrative responsibility of the file and keep all proof relating to it for 18 (eighteen) months. Upon written request of the Account Holder and before this time frame expires, the Service Provider will provide a copy of this objection.
Any request for objection must be confirmed immediately by the Account Holder in question, by a letter signed by the latter, provided or sent by registered mail, or email, to the Service Provider at the postal address indicated hereinabove or at the address indicated in the General Conditions of the Site.
The Service Provider will not be held responsible for the consequences of an objection sent by fax or email that does not come from the Account Holder.
A request for objection is deemed to be made on the date and time of the effective receipt of the request by the Platform. In the event Personalised Security Data is stolen or there is fraudulent use of the Personal Online Area, the Service Provider is authorised to request from the Platform, a statement or copy of the complaint of the Account Holder and undertakes to respond to it as quickly as possible.
9. Blocking a Payment Account and Refusing Access to a Payment Account
The Service Provider reserves the right to block the Payment Account for objectively motivated reasons regarding the security of the Payment Account, the presumption of unauthorised or fraudulent use the Payment Account or a significantly increased risk that the Account Holder is incapable of fulfilling their obligation to pay the fees due under this Framework Contract.
The Account Holder is informed that the Service Provider may refuse access to the Payment Account by Third-Party PSP providing the service of initiating payment or information on the accounts, for objectively motivated or documented reasons related to unauthorised or fraudulent access to the Payment Account by this Service Provider, including initiating an unauthorised or fraudulent payment operation.
In this event, the Account Holder will be informed in their Personal Online Area of the block or refusal of access to the Payment Account and the reasons for this block or refusal. This information will be provided to them, if possible, before the Payment Account is blocked or access is refused and at the latest immediately after the block or refusal, unless providing this information is not communicable for reasons of objectively motivated security or is prohibited under another provision of pertinent European Union or national law.
The Service Provider will unblock the Account or re-establish access to it when the reasons for the block or refusal of access no longer exist. The Account Holder may request at any time that the Account be unblocked by indicating this to the Platform Customer Service, the contact information of which is included in the General Conditions of the Site. The Account Holder may be requested to create new Identification Data.
10. Contesting an Operation
10.1.Provisions Common to All Account Holders
For any claim relating to Payment Operations carried out by the Service Provider in the framework hereof, the Account Holder is asked to address the Platform Customer Service at the address indicated for this purpose in the General Conditions of the Site.
If an Order is executed by the Service Provider with errors attributed to this latter, this should be contested as soon as possible to the Service Provider, the Order will then be cancelled and the Account returned to the situation that it was in before receiving the Payment Order. Following that, the Order will be correctly reissued.
The fees indicated in the Price Conditions may be due in the event an Operation is unjustifiably contested.
10.2.Provisions Applicable to Professional Account Holders
Professional Account Holders wishing to contest a Transfer Operation unauthorised by them or improperly executed must contact the Platform Customer Service by telephone as soon as possible after they become aware of the anomaly and at the latest within eight (8) weeks following the transaction of the operation, it being their responsibility to contest it to the Service Provider as soon as possible. Unless there are good reasons to suspect the Account Holder of fraud, the Service Provider will reimburse the Account Holder in the amount of the Operation immediately following receiving the request to contest it, and in any case at the latest at the end of the next Business Day. The Service Provider will return the Account to the state it was in before the unauthorised Payment Operation took place
In the event of the loss or theft of Personalised Security Data, unauthorised Operations carried out before they are contested are the Account Holder’s responsibility. Operations carried out after they are contested are borne by the Service Provider unless in the event of fraud by the Account Holder.
10.3.Provisions Applicable to Consumer Account Holders
Consumer Account Holders wishing to contest a Transfer Operation unauthorised by them or improperly executed must contact the Platform Customer Service by telephone as soon as possible after they become aware of the anomaly and at the latest within thirteen (13) months following the date it is debited, it being their responsibility to contest it to the Service Provider as soon as possible. Unless there are good reasons to suspect the Account Holder of fraud, the Service Provider will reimburse the Account Holder in the amount of the Operation immediately following receiving the request to contest it, and in any case at the latest at the end of the next Business Day. The Service Provider will return the Account to the state it was in before the unauthorised Payment Operation took place
In the event it is contested, responsibility for proof that the Operation was identified, duly recorded and accounted for, and that it was not affected by technical or other deficiencies is the responsibility of the Service Provider.
In the event of an unauthorised Payment Operation following the loss or theft of Personalised Security Data, the Account Holder is responsible for the losses related to the use of Personalised Security Data before it is contested, up to a threshold of fifty (50) euros. Operations carried out after they are contested are borne by the Service Provider unless in the event of fraud by the Account Holder. However, the Account Holder is not held responsible in the event:
- Of an unauthorised Payment Operation carried out without using Personalised Security Data;
- Of the loss or theft of Personalised Security Data that could not be detected by the Account Holder
before the payment was made;
- Of losses due to actions or failures of an employee, agent or subsidiary of a PSP or an entity to
which these activities were externalised. The Account Holder is also not held responsible:
- - if the unauthorised Payment Operation is carried out by diverting the Personalised Security Data, without the Account Holder’s knowledge;
- - in the event of counterfeiting the Personalised Security Data, if, at the time of the unauthorised Payment Operation, the Account Holder is in possession of this Data.
The Account Holder will bear all the losses arising from unauthorised Operations if these losses result from fraudulent activity by them or if they intentionally seriously neglected the obligations to keep their Personalised Security Data secured and to contest operations in the event of loss, theft or diversion of their Data.
Barring fraudulent activities on behalf of the Account Holder, the latter will not bear any financial consequences if the unauthorised Operation was carried out without the Service Provider requiring Strong Authentication of the Account Holder, in the event that regulations require it.
11. Financial Conditions
The services offered herein are invoiced by the Platform on behalf of the Service Provider in compliance with the Price Conditions.
Any commissions due by the Account Holder are automatically deducted from the Payment Account by the Service Provider. The Account Holder authorises the Service Provider to compensate at any time, even after the Account is closed, any irrefutable credit, liquid and collectible that remains owed, of any nature whatsoever. Funds in the Payment Account may be compensated for any amount due, collectible and unpaid of the Account Holder to the Service Provider.
In the event of late payment of the amounts due and collectible of the Account Holder to the Service Provider, the Account Holder will owe late-payment interests for the period from the date they are due until payment is complete. The applicable interest rate will be calculated on the basis of two times the annual legal interest rate published twice yearly for businesses. The amount of late-payment interest will be equal to the product of the amount unpaid multiplied by the above-mentioned legal interest rate and the number of days late over 365.
12. Term and Termination
The Framework Contract is entered into for an indeterminate period. It enters into force from the time it is
accepted by the Account Holder.
The latter may at any time and by respecting an advance notice of thirty (30) calendar days, terminate the Framework Contract. The Service Provider may at any time terminate the Framework Contract, by respecting an advance notice of two (2) months provided in Hard Copy format. In this case, the fees irrefutably owed for the Payment Services are due by the Account Holder on a pro rata basis for the period elapsed at the termination date.
Beyond six (6) months, the Framework Contract may be terminated without costs. In other cases, termination costs may apply, in compliance with the Price Conditions.
For these purposes, each Party must notify the termination hereof to the other Party, by registered letter with acknowledgment of receipt, to the postal and email address indicated in the General Conditions of the Site.
Consequently, the entire Framework Contract is terminated any Payment Account is closed. The credit in the Account will be transferred in a time frame of thirteen (13) months to the Account Holder’s Bank
Account after deducting the fees due and payable to the Service Provider. If the credit in the Payment Account surpasses the threshold indicated in the Price Conditions, the amount surpassing the threshold will be transferred within thirty (30) days following the date the termination takes effect to the Account Holder’s bank account after deducting the fees due and payable to the Service Provider. The Service Provided is discharged of any obligation upon confirming to the Account Holder the transfer to the bank account indicated.
In the event of serious breach, fraud, or lack of payment on the part of the Account Holder, the Service Provider reserves the right to suspend or terminate this Contract by sending an email along with a registered letter with acknowledgment of receipt without providing reasons or advance notice.
It is established that the Framework Contract will be automatically terminated in the event of new circumstances that affect the ability of a Party to carry out the obligations of the Contract.
13. Modification of the Contract
The Service Provider reserves the right, at any time, to modify the Framework Contract. Any draft modification of the Framework Contract is provided to the Account Holder via the Platform
Any Account Holder may refuse the proposed modifications and must notify their refusal to the Platform Customer Service by registered letter with acknowledgment of receipt two (2) months before the proposed modifications enter into force (post office stamp being proof thereof) to the address indicated in the General Conditions of the Site.
Lacking notification of refusal before the indicated date that they enter into force, the Account Holder will be deemed to have accepted the proposed modifications. The relationship between the Parties after the date of entry into force will then be governed by the new version of the Framework Contract.
In the event the Account Holder refuses, this refusal will give rise, without fees, to the termination of the Framework Contract, as well as the transfer of the balance of the Payment Account in a time frame of thirteen (13) months following the date the termination takes effect in order to cover anything contested in the future.
Any legislative or regulatory provisions that make modifications necessary to any part of the Framework Contract will be applicable from the date they enter into force, without advance notice. However, the Account Holder will be informed thereof.
The Service Provider undertakes to ensure that the services are provided with respect to the applicable laws and regulations and best practices. Specifically, the Service Provider shall do what is necessary to ensure the security and confidentiality of the Account Holder’s data, in compliance with the regulation in force.
The Service Provider reserves the right to temporarily suspend access to the online Account for technical, security or maintenance reasons without these operations invoking any right to an indemnity of any kind. It undertakes to limit these types of interruptions to those that are strictly necessary.
However, the Service Provider shall not be held responsible to the Account Holder for potential errors, omissions, interruptions or delays of operations carried out via the Site that result from unauthorised access by the latter. The Service Provider shall not be held responsible for the theft, destruction or unauthorised disclosure of data that results from unauthorised access to the Site. Furthermore, the Service Provider remains outside of the scope of the legal relationship between the Account Holder and a User or
between the Account Holder and the Site. The Service Provider will not be held responsible for defaults, breaches or negligence between a User and an Account Holder, or the Site and an Account Holder.
If the unique identifier or any other information necessary to carry out a Payment Operation provided by the Account Holder is inexact, the Service Provider cannot be held responsible for the improper execution of said Service.
The Platform alone is responsible for the security and confidentiality of the data exchanged in the framework of using the Site in compliance with the General Conditions of the Site, the Service Provider being responsible for the security and confidentiality of the data that it exchanges with the Account Holder in the framework hereof for creating and managing their Account, as well as Payment Operations related to the Account.
15. Limits to the Service Provider’s Liability
The Service Provider is in no way involved in the legal and commercial relationships and potential disputes arising between the Account Holder and the User or between the Account Holder and the Platform or between the Account Holder and a Beneficiary. The Service Provider exercises no oversight over the conformity, security, legality, characteristics and the appropriate character of the products and services subject to a Payment Operation.
Every operation carried out by the Account Holder gives rise to a contract created directly between themselves and a User who is a stranger to the Service Provider. Consequently, the latter cannot be held responsible for the non-performance or improper performance of the obligations arising from it, or any potential damages caused to the Account Holder.
Notwithstanding any contrary provision in this Contract, the Service Provider’s liability in terms of an Account Holder is limited to reparations for direct damages as established by regulation.
16. The Account Holder’s Commitments
The Account Holder acknowledges that elements in their Personal Online Area do not infringe on the rights of a third party and are not contrary to the law, public order, or proper ethics.
- (i) To not perform the Framework Contract in an illegal manner or under conditions that may damage, deactivate, overload or alter the site;
- (ii) To not usurp the identity of another person or entity, falsify or divulge their identity, their age or create a false identity;
- (iii) To not divulge data or personal information related to a third party, such as postal addresses, telephone numbers, email addresses, bank card numbers, etc. In the event of a breach of these obligations, the Service Provider may take all appropriate measures in order to bring an end to these actions. It also has the right to suspend, erase and/or block the Account Holder’s access to their Account.
- (iv) Without prejudice to legal actions undertaken by third parties, the Service Provider has the right to personally bring any legal action that seeks to repair the damages that it has personally been subject to due to the Account Holder’s breach of their obligations under this Contract.
If the Account Holder is aware of a breach of the above-mentioned obligations, they are asked to inform the Service Provider of these actions by contacting it at the address: firstname.lastname@example.org.
17. Withdrawal Right
17.1.Provisions Common to All Account Holders
The Account Holder having been initiated under the meaning of Articles L.341-1 et seq. of the Monetary and Financial Code has a time frame of 14 (fourteen) calendar days to exercise their right of withdrawal, as the case may be subject to responding to the conditions of Article D341-1 of this Code, without having to justify the reason or bear the penalty. This time frame for withdrawal begins from the day of their registration as an Account Holder.
17.2.Provisions Applicable to Consumer Account Holders
Under Article L222-7 of the Consumer Code, the consumer Account Holder has a right of withdrawal that may be exercised in a time frame of 14 (fourteen) days without having to justify the reason or bear the penalty. This withdrawal time frame begins either from the day of entering into the Framework Contract, or from the receipt of the contractual conditions and information, if this date is after that of the date the Framework Contract is entered into. The Framework Contract may only be put into effect before the withdrawal deadline has expired upon the approval of the consumer Account Holder. The consumer Account Holder recognises that the use of Payment Services after entering into the Framework Contract constitutes an express request on its part to begin performing the Framework Contract before the above- mentioned deadline has expired. Exercising the right of withdrawal involves the Framework Contract coming to an end, and in the event performance thereof has begun, takes the form of termination and does not bring into question the services previously provided. In this event, the consumer Account Holder will only be responsible for a payment proportional to the Services effectively provided.
17.3.Exercising the Withdrawal Right
The Account Holder must notify the Platform Customer Service of their withdrawal request within the indicated time frame by telephone or by email and by sending confirmation to the address of the Platform
Customer Service. For this purpose, it may use the withdrawal slip made available to them by the Platform. Rules Regarding the Fight Against Money Laundering and the Financing of Terrorism
The Service Provider is subject to all of the Luxembourg regulations regarding the fight against money laundering and the financing of terrorism.
Pursuant to the provisions of Luxembourg law, relating to financial organisations participating in the fight against money laundering and the financing of terrorist activities, the Service Provider must obtain information from all Account Holders regarding any operation or original business relationship, the subject and the destination of the operation or the opening of the Account. Furthermore, it must carry out all due diligence for identifying the Account Holder and, if it be the case, the beneficial owner of the Account and/or the Payment Operations related to them.
The Account Holder recognises that the Service Provider may bring an end or postpone at any time the use of Personalised Security Data, access to an Account or the execution of an Operation in the absence of sufficient elements regarding their purpose or nature. They are informed that an operation carried out in the framework hereof may be subject to exercising the right of communication to the national financial intelligence unit.
The Account Holder, pursuant to regulations, may access all information thus communicated subject to this right of access not jeopardising the purpose regarding the fight against money laundering and the financing of terrorism if this data relates to the individual making the request.
No proceedings or civil liability action may be brought and no professional sanctions issued against the Service Provider, their officers or agents if they have made declarations regarding suspicions in good faith to their national authority.
18. Protection of Personal Data
The Service Provider collects and processes all Personal Data in compliance with the regulations in force applicable to the protection of this Data.
The Personal Data required during registration is necessary in the framework of the services provided in compliance herewith. If the obligatory Personal Data is not provided, the interested party may be refused access to the services.
The Person in Question is informed that the Personal Data is specifically collected for the following purposes: providing the services such as described herein; the fight against money laundering and the financing of terrorism; managing requests for information and claims; carrying out statistics. This data processing is specifically necessary for the performance of the Framework Contract as well as respecting the legal obligations that the data processor is subject to. The Service Provider and the Platform act as joint processors of this data.
The Personal Data shall not be transferred to any third party without the express consent of the Persons in Question. However, the Person in Question is informed that the Personal Data is transferred to the Service Provider’s subcontractors for the above-stated purposes. Said subcontractors only act on instructions from the Service Provider and exclusively on behalf of the latter.
The Person in Question may access the list of subcontractors by sending their request to the Platform Customer Service. They are informed that the Service Provider ensures that their subcontractors take all necessary measures in order to maintain the security and confidentiality of the Personal Data. In the event the Data is violated (loss, breach, destruction, etc.) involving increased risk to the Person in Question, the latter will be informed thereof.
The Service Provider reserves the right to disclose Personal Data at the request of a legal authority to be in compliance with any law or regulation in force, to protect or defend the rights of the Account Holder or the Person in Question, if circumstances require it or to protect the security of the Service Provider, the Services or the public.
Personal Data processed by the Service Provider in the framework of the services provided in compliance herewith is kept for the period of time that is strictly necessary to attain the purposes mentioned hereinabove. Barring legal and regulatory provisions to the contrary, the Data will not be kept beyond the effective date of termination of the Contract. It is specifically indicated that the Personal Data relating to identification is kept for a term of five years from the end of the contractual relationship, subject to applicable regulation in terms of the fight against money laundering and the financing of terrorism.
The Persons in Question have the following rights pertaining to their Data, according to the conditions established by regulations: the right of access, right of rectification, the right of objection, the right of erasure, the right to restrict its processing and the right of portability. The Person in Question may at any time exercise these rights by addressing the Platform Customer Service. The request must indicate their last name, first name, identifier, and include a photocopy of an identity document bearing their signature.
A response will be sent to the Person in Question in a time frame of one (1) month following receipt of the request. This deadline may be extended to two (2) months, given the complexity and the number of requests. In this case, the Person in Question will be informed of this extension and the reasons for postponement within a deadline of one (1) month from the receipt of the request.
The Person in Question will be informed if they have the right to file a claim with the competent authority for any request related to their Personal Data.
If the Person in Question provides the request in electronic format, the response will be provided in electronic format, unless they expressly request otherwise.
When the Personal Data relate to a Person in Question who is not a party to the Framework Contract has been transferred by the Account Holder, the latter will be responsible for communicating to the Person in Question the information of this Article.
Additional Information on the processing of Personal Data carried out in the framework hereof, the time frame that it is kept and the rights of the Person in Question are available in the Service Provider’s confidentiality policy (accessible at the site www.mangopay.com).
19. Professional Secrecy
The Service Provider is bound by professional secrecy. However, the secrecy may be lifted, in compliance with the legislation in force, based on a legal, regulatory and prudential obligation, specifically at the request of supervisory authorities, the tax or customs administration, as well as those of a criminal judge or in the event of a legal request indicated to the Service Provider. Notwithstanding the foregoing, the User has the right to release the Service Provider from professional secrecy by expressly indicating the authorities receiving the confidential information that relates to the User.
It is specified that professional secrecy may be lifted by regulation benefiting companies providing the Service Provider important operational tasks within the framework hereof.
20. Intellectual Property
The Service Provider retains all intellectual property rights that pertain to them for the Services offered to the Account Holder. None of these intellectual property rights will be transferred to the Account Holder under this Contract.
21. Death of the Account Holder and Inactive Accounts
21.1.Death of the Account Holder
The death of the Account Holder will bring an end to the Framework Contract, once this is made aware to the Service Provider. Operations occurring from the time of death, except with the agreement of the individual who has rights or the attorney in charge of the estate, will be considered not having been authorised.
The Payment Account will remain open for the time necessary to settle the estate and the Service Provider will ensure the transfer of the balance upon the agreement of the individual who has rights or the attorney in charge of the estate.
Any inactive Account may be the subject to an inactivity notification by email on behalf of the Service Provider followed by a follow-up notification one month later. An Account Holder’s Payment Account is considered inactive if, at the end of a period of twelve (12) months, there have been no operations (with the exception of management fees being taken out) at the initiative of the Account Holder (or any representative) and that has not been specifically indicated to the Service Provider in any form whatsoever.
In the absence of a response or use of the balance of the credit of the Account in this time frame, the Service Provider may close the Account and maintain it for the sole purposes of carrying out a transfer of the amount due on the account as indicated by the Account Holder. In the event of death, the balance may only be transferred to the individual holding the Account Holder’s rights.
The Account may no longer carry out Payment Operations.
22. Force Majeure
The Parties shall not be held responsible, or considered as being in breach hereof, in the event of a delay or non-performance, when the cause of which is related to an event of force majeure as defined by Article 1218 of the Civil Code.
23. Independence of the Contractual Stipulations
If one of the stipulations hereof is nullified or not applicable, it shall be deemed not having been written and it shall not lead to nullification of the other stipulations.
If one or more stipulations hereof becomes invalid or is declared as such pursuant to a law, regulation or following a definitive decision handed down by a competent jurisdiction, the other stipulations retain their force of obligation and their scope. The stipulations declared null and void will then be replaced by stipulations that are as close as possible to the meaning and the scope of the stipulations initially agreed to.
24. Protection of Funds
The Account Holder’s funds shall be deposited, at the end of the Business Day following the day that they were received by the Service Provider, in a holding account open on the books of a Bank under the conditions required by regulations.
Under the terms of Article 24-10 (5) of the Law of 20 May 2011, published in Mémorial A n° 104 of 24 May 2011 of the Grand Duchy of Luxembourg and Article 14 of the Law of 10 November 2009 published in Mémorial A n° 215 of 11 November 2009 of the Grand Duchy of Luxembourg, transposing the Directive 2009/110/EC of the European Parliament and the Council of 16 September 2009, concerning access to the activity of electronic money institutions, the funds collected are protected and are not included in the pool of assets of the electronic money institution in the event of liquidation, bankruptcy or any other competitive situation that may arise for this latter.
25. Lack of Transferability
The Framework Contract may not be subject to a total or partial transfer by the Account Holder in return for payment or free of charge. Thus, they are prohibited from transferring to any third party whatsoever the rights or obligations that it holds hereunder. In the event of breach of this prohibition, in addition to the immediate termination hereof, the Account Holder may be held responsible by the Service Provider.
26. Agreement in Relation to Proof
All data will be included in unalterable, true and secured form on the technology database of the Service Provider specifically relative to Payment Orders and notifications sent, so as to constitute proof between the Parties unless there is proof to the contrary.
27. Territorial Scope of Application
The provisions of Articles L133-1 et seq. and L314-1 et seq. of the Monetary and Financial Code apply when the Service Provider and the provider of payment services of the payer or a beneficiary of a payment operation debiting or crediting an Account are both located in the territory of mainland France, Guadalupe, Guiana, Martinique, La Réunion, Mayotte, Saint-Martin or Saint-Barthélemy or another Member State of the European Union or in a State that is part of the European Economic Area agreement, and the operation of which is carried out in euros or in the currency of a Member States of the European Union that is not part of the SEPA Area or another state that is part of the European Economic Area agreement.
The provisions of Articles L133-1 et seq. and L314-1 et seq. of the Monetary and Financial Code apply (with the exception of those in Articles L. 133-11 to L. 133-13; L133-14, II and with the exception of the time frames mentioned in Article L314-13, VI) when the Service Provider and the provider of payment services of the payer or a beneficiary of a payment operation debiting or crediting an Account, one of which is located in the territory of mainland France, Guadalupe, Guiana, Martinique, La Réunion, Mayotte, or Saint-Martin, and the other in the territory of mainland France, Guadalupe, Guiana, Martinique, La Réunion, Mayotte, or Saint-Martin or another Member State of the European Union or in a State that is part of the European Economic Area agreement, and the operation of which is carried out in the currency of a State that is not part of the SEPA Area or another state that is part of the European Economic Area agreement, for the parties to the payment operation that is carried out in the European Union.
The provisions of Articles L133-1 et seq. and L314-1 et seq. of the Monetary and Financial Code apply (with the exception of those in Articles L. 133-11, L133-13,I; L133-22; L133-25 to L133-25-2; L133-27, and with the exception of the time frames mentioned in Article L314-13, VI) when only the Service Provider or only the provider of payment services of the beneficiary or that of the payer is located in the territory of mainland France, Guadalupe, Guiana, Martinique, La Réunion, Mayotte, or Saint-Martin, no matter the currency in which the payment operation is carried out, for the parties to the payment operation that is carried out in the European Union.
28. Claims and Mediation
The Account Holder is asked to address the Platform Customer Service, as indicated on the Site regarding any claim.
Any claim other than that established in Article 10 relating to entering into, performing or terminating the Framework Contract must be indicated by email to the following address: email@example.com.
The Account Holder accepts that the Service Provider will respond to their claims on Hard Copy format. The response will be issued as quickly as possible and at the latest within a time frame of fifteen (15) Business Days following the receipt of the claim by the Service Provider. However, for reasons outside of its control, the Service Provider may not be able to respond in this time frame of fifteen (15) days.
In this event, it will provide the Account Holder with the response specifying the reasons for this additional time period as well as the date on which it will send the definitive response. In any case, the Account Holder shall receive a definitive response at the latest in a time frame of thirty-five (35) Business Days following the receipt of the claim.
The Account Holder is informed that the CSSF (Commission de Surveillance du Secteur financier) [Oversight Commission of the Financial Sector] is competent to settle disputes on an extrajudicial basis related to the performance of this Framework Contract. For more information on the CSSF and the conditions of such recourse, you may address the Platform Customer Service or consult the website of the CSSF (http://www.cssf.lu). Mediation requests must be addressed to the Mediator of the Commission de Surveillance du Secteur Financier (CSSF), 283 route d’Arlon, L-1150 Luxembourg, (firstname.lastname@example.org) and this, without prejudice to other legal actions. However, the mediator may not be approached if the request is manifestly unfounded or abusive, if the dispute has previously been settled or is in the process of being settled by another mediator or by a court, if the request to the mediator is provided within a time frame of longer than one year from the time of the written claim to the professional, or if the dispute does not fall within the mediator’s scope of competence.
29. Language - Applicable Law and Competent Jurisdiction
With the exception of applying a law related to public order (which only applies in the strict limits of its purpose), is expressly stipulated that English is the language chosen and used by the Parties in their pre- contractual and contractual relationships and that the Framework Contract is subject to French law. Any dispute between the Parties regarding the latter shall be submitted to the jurisdiction of the competent French courts.