GENERAL TERMS AND CONDITIONS OF USE FOR THE SITE
IT IS IMPORTANT TO CAREFULLY READ AND UNDERSTAND THESE GENERAL TERMS AND CONDITIONS OF USE FOR THE SITE. IN AGREEING TO THESE CONDITIONS, YOU UNDERTAKE TO COMPLY WITH THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS AND DO NOT WISH TO COMPLY WITH THEM, YOU SHOULD NOT ACCEPT THEM. THIS MEANS YOU CANNOT BENEFIT FROM THE SERVICES PROVIDED ON THE SITE BY THE COMPANY.
ULULE SAS, a simplified joint stock company with a share capital of €254,080, registered in the Paris trade and companies register under number 794 710 830, registered as an 'Intermédiaire en Financement Participatif or IFP (crowdfunding intermediary) with ORIAS under number 17003008, having its head office at 10 rue de Penthièvre, 75008 Paris, France (hereinafter "the Company"), publishes and operates a website under the Ulule brand, available on the Internet at this address: http://www.ulule.com (hereinafter "Ulule" or "the Site"), with the following purpose:
- To present web users with Projects seeking financing, whatever stage the Project's is at (idea, development, publication, distribution, etc.);
- To provide an intermediation service to Project Owners and Ululers via the Site managed by the Company, in order to facilitate their interaction and promote the Projects presented on Ulule;
- To enable Project Owners to register one or more Projects on Ulule for which they are seeking funding in order to carry it/them out;
- To invite web users to become Site Users and fund one or more Projects by paying a Contribution;
- To provide Users with tools for discussing Projects and a Forum where questions or advertisements can be submitted (“Ulule Vox”).
Ulule acts as an intermediary between web users wishing to crowdfund Projects and Project Owners seeking funding to finance their Projects.
The purpose of these General Terms and Conditions is to define the conditions and procedures governing the provision of these Services to Site Users.
The use of Ulule or services offered on Ulule implies Users’ full and unreserved acceptance of these General Terms and Conditions of Use, including the stipulations of the Community Guidelines , the Ulule Community Charter and the information provided in the FAQ .
Article 1. Definitions and scope of application
The definitions below have the same meaning whether they are used in the singular or plural.
“Bank Card”: a valid payment or credit card subject to approval by Ulule (Visa, MasterCard, CB).
“Commission”: payment due to the Company and deducted from the Contributions raised by the Project Owner in exchange for the intermediation service provided.
“Personal account”: a User's personal space on the Site. This space can only be reached by entering login details, and enables access to the Services provided by the Company. It also enables Users to view and alter their own personal data.
“General Terms and Conditions”: these general terms and conditions of use of the Site applicable to Visitors, which can be viewed on the Site by any Visitors, who must accept them in order to become Users.
"Reward": if relevant, any rewards proposed by Project Owners to Ululers in exchange for their Contribution to a Project. The Reward(s) linked with a Project will be defined case by case on the Site at the entire discretion of the Project Owner creating the Project.
"Contribution": any cash sum raised by a Project Owner via the Site in view of financing one or more Projects proposed on the Site.
"Intellectual Property Rights": all intellectual property rights stipulated by the Intellectual Property Code and national conventions, including royalties, associated rights of performing artists and phonographic and video graphic producers, brand rights, patents, trade names (including Internet domain names and email address names), copyright, moral rights, rights over all models, rights over all databases, know-how, whether or not registered or which could be registered or not, existing in any part of the world.
“Forum”: all spaces for discussion, forums and comments provided to Users by the Site.
“Login”: the data required for the Issuer to identify a User consisting of a Username (valid email address) and a password.
“Working Day”: any calendar day except Saturdays, Sundays and public holidays in mainland France.
“Fundingraising Goal”: the total amount of Contributions sought by a Project Owner to carry out a Project, open to fundraising with Ululers via the Site. This fundraising goal can be expressed, as the Project Owner wishes, in the form of either a monetary target or a goal regarding the number of Contributions to be obtained for the Project.
"Party": depending on the case, the Company and/or any User accepting the application of the General Terms and Conditions; “Parties" designates all of these.
“Fundraising Period”: the period for each Project during which Ululers can make Contributions via the Site to enable Project Owners to meet the Fundraising Goal required to carry out the Project.
“Project Owner” or “Project Creator”: any natural person or legal entity registered on the Site in view of presenting and promoting one or more Projects to be carried out thanks to Contributions from Ululers raised via the Site;
“Project”: any profit-making or non-profit making initiative organised by a Project Owner and published on the Site in compliance with the General Terms and Conditions of Use.
"Service(s)”: all paying and non-paying Services proposed on the Site.
"Company”: ULULE, a simplified joint stock company with a share capital of €254,080, registered in the Paris trade and companies register under number 794 710 830, registered as an 'Intermédiaire en Financement Participatif or IFP (crowdfunding intermediary) with ORIAS under number 17003008, having its head office at 10 rue de Penthièvre, 75008 Paris, France.
“Transaction”: a transaction concluded by a User according to the conditions indicated in the Site's General Terms and Conditions of Use giving rise to a payment Operation.
“Ulule” or “the Site”: the community site accessible on the Internet at the address http://www.ulule.com, the Company’s exclusive property, whose purpose is mainly to enable Project Owners to promote their Projects and Ululers to provide funding for these Projects through Contributions made via the Site.
“Ululer”: a User who has registered on the Site and/or wishes to support one or more Projects proposed on the Site by making Project Contributions.
“Users”: all Project Owners and Ululers registered on the Site provided that they have previously agreed to the General Terms and Conditions.
“Visitor”: all persons visiting the Site to view the content and information published on the Site without having registered, or prior to their registration on the Site as Users.
1.2 Scope of application
These general terms and conditions of use (hereinafter the “General Terms and Conditions”) apply unrestrictedly and unreservedly to all the Services proposed by the Company on its Site, accessible through the address www.ulule.com, apart from specific conditions applicable to certain Services.
These General Terms and Conditions take precedence over all other general or special terms and conditions not expressly approved by the Company. Registration for Services is reserved solely for Users who have previously taken note of the General Terms and Conditions of Use in their entirety and accepted them unreservedly.
Users state and acknowledge that they have read the General Terms and Conditions of Use in their entirety.
These General Terms and Conditions of Use take effect from their publication on the Site and remain effective until partially or totally modified by the Company.
The General Terms and Conditions of Use are regularly updated and may thus be modified. Given possible extensions and improvements in terms of how the Site functions, the Company reserves the right to adapt or modify the scope of the services offered via the Site at any time. The Company reserves the right to unilaterally modify the General Terms and Conditions of Use at any time without notice.
The new characteristics will be put online on the Site to inform Users and Project Owners. It is thus Users' responsibility to view and agree to the General Terms and Conditions of Use when they make Contributions, so that they are aware of the current provisions. Every use by Users of the Services proposed on the Site implies acceptance of the latest version of the General Terms and Conditions of Use published on the Site.
Article 2. Conditions for accessing and registering on the Ulule Site
2.1 Consent and legal capacity
Registrations are made by completing an online form. The form must be validated after completion. When registering, Users and Project Owners undertake to provide accurate information, and must complete all the mandatory fields in the registration form.
Users who are natural persons must be of age and have the legal capacity to contract.
Representatives of Users that are legal entities must certify that they have all the rights required to sign this document on behalf of the legal entity they represent.
The Company reserves the right to refuse registration to any Users who do not meet its standards of good character or who infringe the values and ethics the Company endeavours to promote, without the Company having to provide a reason for its refusal. The Company is the sole decision-maker regarding the registrations it retains, with no possible appeal or indemnity of any kind.
Users undertake not to create or use other accounts than the one initially created, whether under their own or a third party’s identity. Any exemption from this rule must be requested explicitly by the User and the Company must grant its express, specific authorisation. The fact of creating or using new accounts under their own identity or that of a third party without having requested and obtained the Company's authorisation may lead to the immediate suspension of Users' accounts and all associated services.
Users guarantee that information they communicate on the Site is accurate, true and not misleading. They undertake to inform the Company promptly if any information communicated at registration is modified, and, if need be, to make these modifications themselves in their personal spaces.
2.2 Login and password
When they create an account, Users choose or are allocated a login and password (hereinafter “User Identification") enabling them to access their personal spaces. This User Identification is personal and confidential. It can only be changed if Users so request, or at the Company's initiative.
Users are solely and entirely responsible for the use of the User Identification concerning them and undertake to make every effort to keep this information secret and not to disclose it to any other party in any form for any reason.
Users are responsible for the use of their User Identification by third parties or actions or declarations made via their personal User accounts, whether or not these are fraudulent, and must hold the Company harmless against any action in this respect.
Furthermore, as the Company has no obligation and does not possess the technical means to ensure the identity of persons registering on the Ssite, it is not liable if a User's identity is usurped. If Users have reasons to believe that someone is fraudulently using their User ID or account, they must promptly inform the Company.
If User Identification concerning them is lost or stolen, Users are responsible for any harmful consequences of this loss or theft, and should use the procedure for modifying their User ID as soon as possible.
Should they become aware of another person accessing their Personal Account, Users should immediately inform the Site manager by email at this address: [email protected], and confirm this information by recorded letter to the following address: ULULE SAS, 10 rue de Penthièvre, 75008 Paris, FRANCE.
Use of the Site that is fraudulent orinfringes these General Terms and Conditions will justify refusing the User access to the Services or other functions of the Site, at any time.
Article 3. Conditions Applicable to Project Owners
3.1 Nature of the Services available to Project Owners
The Site enables Users who so wish to present their Project(s)in order to disseminate, promote and raise funds for a Project on the Site.
The conditions applicable to Project Owners only concern Projects managed by Project Owners, who create and manage a community of Users supporting their Projects on the Site. In this respect, the Company acts as a technical intermediary by providing Project Owners with an online platform enabling them to finance, disseminate and promote their Projects on a webpage or a series of pages dedicated to these Projects.
3.2 Presentation of Projects
Project Owners who wish to promote their Projects and obtain financing submit to the Company, for publication on the Site, a presentation detailing the nature, objectives, main characteristics and running of the Projects they wish to develop with support from Ululers.
To be accepted by the Company for possible promotion on the Site, Project Owners undertake to provide, with every Project submitted, a clear and accurate description of the Project, the minimum amount of Contributions required for the Project to be considered as financed, the Fundraising Period, and the Rewards they are offering.
The Project’s characteristics and parameters are submitted for the prior approval of the Company, which has no obligation to provide reasons for rejecting it, and in no way guarantees Ululers as to the Project’s success or the authenticity of information presented by the Project Owner. The selection of contents is primarily designed to verify the consistency and quality of the Project, not to control the viability or authenticity of the Project proposed.
For example, the Company will systematically refuse any whimsical or meaningless projects, and any that are patently unrealisable and doomed to failure.
Once posted online on the Site, Projects may no longer be modified except to make corrections solely deisgned to assist the achievement of the Project’s objectives.
Project Owners are entirely responsible for the content of the Project presentation published on the Site and must ensure that this presentation does not mislead Users.
Project Owners acknowledge that the provision of misleading, incomplete or erroneous information could incur their liability towards the Company and Users, and assume entire responsibility for the consequences of any omission or negligence in this respect.
In the event of the death or incapacity of Project Owners or an accident or any other event making them unable to manage their Projects, the Company is authorised to suspend the fundraising process under way. More generally, the Company may, at its discretion, cancel a fundraising process and terminate to a Project if it is established that the Project Owner has infringed these Terms and Conditions.
In this event, all the Contributions registered will be immediately cancelled and the Ululers concerned reimbursed, and the Project Owner will have no right to claim the sums raised.
Project Owners acknowledge that they are firmly committed to implementing every possible means to carry their Projects through if they raise the necessary Contributions.
They are encouraged to regularly update their Projects and to share information concerning the latest news of their Projects and their implementation with the other Users.
They undertake to keep Ululers informed of major progress in their Projects, even after the Fundraising Period has ended.
3.3 Promotion on and outside the Site
In the context of the management of Projects and the Company’s marketing operations, the Company may decide to promote the Projects, Services, Site and/or the Company.
Project Owners agree through these Terms and Conditions that the contents and information they provide may be freely exploited by the Company to promote their Projects.
Project Owners therefore grant the Company the rights indicated below, exclusively and at no cost, for the entire world and for the entire period of these Terms and Conditions, so that the Company can provide the Service in the form of distribution on the Internet, on mobile telephony networks and/or any other current communication network available to the public.
In this respect, Project Owners grant the Company the right to:
- Use their names and the name and characteristics of their Projects in its communication and promotion of the Site;
- Reproduce and have reproduced the contents and information provided on the Site on any network, using any procedure, in any form known or unknown, whether or not in association with other works of any kind, when such use involves promoting the Project;
- Represent the Project contents or have them represented in whole or in part;
- Adapt the Project contents or have them adapted in whole or in part.
Project Owners also expressly authorise the Company to promote or advertise Projects and to distribute advertising, commercial and/or promotional messages concerning third parties’ products or services with the contents.
Project Owners also expressly accept that the contents and information provided may be used on the Site alongside the trademarks or logos of the Company's partners.
3.4 Realisation of Projects/Obligations of Project Owners
Project Owners undertake to fulfil all their obligations to Ululers, including completing the Project as initially defined, and to award them any Rewards described in the Project.
Project Owners should ensure their ability to provide the Rewards they propose to Ululers at the end of the fundraising processes started for financing their Projects. Rewards can be of any nature, not only financial (personal creations, works, partnership offers, invitations, etc.).
Project Owners undertake not to propose or provide any illicit Rewards, including those of a sexual, racist, discriminatory, libellous, harmful or xenophobic nature, that incite violence, harm the image of third parties, jeopardise public order or flout moral standards, infringe laws, professional secrecy or the ownership and rights of brands, patents or any other intellectual or industrial creation belonging to third parties, or that are dangerous or falsified.
If Project Owners are unable to award the promised Rewards to Ululers, they expressly undertake to reimburse the latter in full, and accept that the Company can under no circumstances assist them in this process.
Project Owners expressly acknowledge that they are solely responsible for managing the administrative, accounting, fiscal and social aspects of the Project, including sums received via the Company.
The Company is not responsible for the actions of Project Owners, who remain solely responsible for the terms linking them with Ululers in the context of raising Contributions via the Site. Project Owners are responsible for the Contributions they organise via the Site and any Rewards they propose in connection with Projects presented on the Site.
Consequently, the risks inherent to the development and management of a Project, such as the possible delay or cancellation of a Project, are entirely assumed by Project Owners.
Project Owners can organise reimbursements at their sole discretion. The Company is not responsible for the reimbursement or non-reimbursement of Contributions made.
Project Owners undertake not to propose their Projects or any other related Projects on any other online crowdfunding site or platform.
Article 4. Conditions applicable to fundraising and Contribution-monitoring services
4.1 Raising Contributions
Ululeurs have total freedom as regards the amount and allocation of their Contributions.
If appropriate, they may choose the level of Reward proposed by Project Owners, provided that the amount of the Contribution paid is equal to or higher than the value of the Reward chosen.
In accepting these Terms and Conditions, Ululers declare that the source of the funds they use on the Site is not illegal, and undertake not to use this source for an illegal or fraudulent activity, including money laundering.
Please note that the Company is only an intermediary between Project Owners and Ululers in the context of promoting a Project, mainly by making its Services and the Site available to Project Owners and Ululers.
Consequently, Ululers may not seek the Company's responsibility if Project Owners fail to meet their obligations.
4.2 Payment of Contributions by Ululers
The Company does not receive commissions from Ululers on Contributions raised. This is because the Company only takes a commission from Project Owners.
Contributions are paid using one of the payment methods proposed for the Project concerned, which may be a bank card, and/or PayPal, and/or payment by cheque, and/or any other means of payment already available on the Site or incorporated into the Service subsequently.
4.2.1 Payment online using a method other than Paypal
When you make a Contribution to a Project or publish a Project, you accept the terms and conditions of use of the payment systems used on the Site.
● With fund payment and collection flows in euros: the Company has decided to use Mangopay SA’s Mangopay solution for all electronic payment services carried out in euros. By using the system available on the Site to make a payment in euros or collect funds in euros, you thus agree to Mangopay’s terms and conditions of use, which are appended to this document and form an integral part of the Ulule Site’s general terms and conditions of use.
● With fund payment and collection flows in a currency other than the euro: the payment and collection of funds in a currency other than the euro are carried out using the Stripe Connect payment system. By using the payment system available on the Okpal Site to make a payment or collect funds in a currency otherthan the euro, you accept Stripe Connect’s terms and conditions of use. All Stripe Connect’s terms and conditions of use can be found here: https://stripe.com/connect/account-terms
4.2.3 Payment via PAYPAL
By contributing to a Project using the PayPal system, Ululers accepts PayPal’s terms and conditions of use, available on www.paypal.fr . Contributions are only debited if Project Owners achieve their goal.
PayPal deducts its own commission from payments made. This commission applied by PayPal is received directly by PayPal.
The Company applies its own commission as payment for its intermediation service, as indicated in article 4.4.
It is stipulated that support for a Projet via the PayPal system is not eligible for Protection for PayPal purchases as defined in article 13 of the PayPal Service terms and conditions of use, which excludes such protection for payments made on crowdfunding or participative loan platforms (see article 13.3.iv).
4.2.3 Payment to Project Owners by cheque or bank transfer
The Company reserves the right to accept or refuse payment by cheque or bank transfer for each Project submitted by Project Owners.
If not, the Project Owners manage Contributions themselves, receiving Contributions directly.
Cheques or bank transfers should be sent to Project Owners by Ululers. Project Owners must then provide the Company with evidence that they have received cheques or bank transfers, in the form of a copy or photograph of the cheque, or proof of receipt of the transfer.
The Company will then manually validate the incorporation of these Contributions by cheque or transfer into the sums raised by the Project. Project Owners must provide the Company with proof of receipt of cheques or transfers before the end of the Fundraising Period.
Proof that the cheque was issued, or the cheque itself, must in any event be received by the Company by the end of the Fundraising Period. Cheques or bank transfers received after the end of the Fundraising Period, even if issued and/or sent prior to this date, may under no circumstances be incorporated into the Funds raised.
4.3 Management of Contributions
4.3.1 Payment by bank card via the Payment Service Provider Mangopay (payments in euros)
With payments made in euros, Ulule uses the Payment Service Provider Mangopay. With these transactions, Contributions are immediately debited from Ululers’s accounts.
Ululers may cancel their Contributions before the expiry of the Fundraising Period. In this case, the amount of their Contribution is automatically re-credited to their account.
If the Financing Goal has not been achieved by the end of the Fundraising Period, Ululers’ Contributions are recredited to their accounts.
If by the end of the Fundraising Period, the Financing Goal has been achieved or exceeded, Ululers’ Contributions are transferred to Project Owners’ bank accounts. At this point, Ululers who made Contributions using the system set up by the Company and its partner Mangopay can no longer be reimbursed.
In the event of a dispute, Ululers should take action against the Project Owner.
4.3.2 Payment by bank card via the Payment Service Provider Stripe (payments in a currency other than the euro)
With payments made in a currency other than the euro, Ulule uses the Payment Service Provider Stripe. With these transactions, Contributions are not immediately debited from Ululers’ accounts. A payment authorisation is registered, which will only be carried out if the Fundraising Goal has been achieved when the Fundraising Period ends.
Ululers may cancel their Contributions before the expiry of the Fundraising Period. In this event, their Contributions will never be debited.
If the Financing Goal has not been achieved by the end of the Fundraising Period, Ululers’ Contributions will not be debited.
If at the end of the Fundraising Period, the Financing Goal has been achieved or exceeded, Ululers’ Contributions are debited and transferred to Project Owners’ bank accounts. At this point, Ululers who made Contributions using the system set up by the Company and its partner Stripe can no longer be reimbursed.
In the event of a dispute, Ululers should take action against the Project Owner.
4.3.2 Payment by cheque or bank transfer
Project Owners undertake only to cash Contributions made by cheque once the Fundraising Period is over, and solely if the Financing Goal for their Project has been achieved.
Before the expiry date of the Fundraising Period, Ululers can cancel their Contributions at any time and ask Project Owners not to cash their cheques, but to destroy them.
With payments by bank transfer, Project Owners undertake to reimburse Ululers’ Contributions if the Project's Financing Goal has not been achieved by the end of the Fundraising Period.
With payments by bank transfer, Ululers can cancel their Contributions at any time before the expiry date of the Fundraising Period, and ask Project Owners to reimburse payments transferred in this way.
In the event of a dispute, Ululers should take action against the Project Owner.
4.3.3 Payment via PAYPAL
Ululers can cancel their Contributions at any time before the expiry date of the Fundraising Period.
The payment of Contributions via PayPal will only be carried out by the Company if the Project’s Financing Goal has been achieved by the end of the Fundraising Period. The corresponding sums will then be paid from Ululers’ PayPal accounts to Project Owners' PayPal accounts. At that point, the Company can no longer cancel the corresponding Contributions or reimburse the Ululers who made them.
In addition, it is stipulated that the Financing of the Project via Paypal is not eligible for Protection for PayPal purchases as defined in article 13 of the PayPal Service terms and conditions of use, which excludes such protection for payments made on crowdfunding or participative loan platforms (see article 13.3.iv).
In the event of a dispute, Ululers should take action against the Project Owner.
4.4 Commission remunerating the intermediation Service and the transfer of sums raised.
Access to the Site is free.
The Company receives a commission on the funds raised by Projects of Project Owners that have achieved or exceeded their Financing Goal by the end of the Fundraising Period.
For Project Owners receiving Contributions, the cost of the Services provided by the Company are calculated as a percentage of the amount of Contributions raised via the Site.
The percentage applicable varies according to the payment method, the volume of funds raised and the currency in which the funds are raised.
For Project Owners raising funds in euros, the following pricing applies:
- Bracket ranging from €0 to €100,000 of funds raised: commission of 6.67% excluding tax for funds raised via Bank Cards, and 4.17% excluding tax for funds raised via Paypal or in cheques or bank transfers;
- Bracket ranging from €100,001 to €250,000 of funds raised: commission of 5.83% excluding tax for funds raised via Bank Cards, and 3.33% excluding tax for funds raised via Paypal or in cheques or bank transfers;
- Bracket ranging from €250,001 to €500,000 of funds raised: commission of 5.00% excluding tax for funds raised via Bank Cards, and 2.50% excluding tax for funds raised via Paypal or in cheques or bank transfers;
- Funds raised above €500,000: commission of 4.17% excluding tax for funds raised via Bank Cards, and 1.67% excluding tax for funds raised via Paypal or in cheques or bank transfers;
Example of calculation:
A project has raised €166,000 on Ulule, with €112,000 raised via bank cards, and €54,000 raised through Paypal.
The commission remunerating the intermediation Service is calculated as follows:
All the funds are first added up regardless of the payment method (€166,000), to apply the pricing for each Paypal/cheque/bank transfer bracket. After that, commission of 2.50% excluding tax is applied solely for the funds raised via bank cards, which constitutes the difference between the pricing for bank cards and the pricing for cheques/bank transfers/PayPal, whatever the level:
€100,000 * 4.17% + €66,000 * 3.33% + €112,000 * 2.50% = €9,167.80 in commission excluding tax.
With Project Owners raising funds in a currency other than the euro, the commission is 6.67% excluding tax for funds raised via bank cards, and 4.17% excluding tax for funds raised via Paypal or in cheques or bank transfers.
VAT is applicable at the current rate on the date when the funds raised are transferred, and depends on the Project Owner’s location. The services provided by Ulule SAS are considered by community legislation to be electronic services, and the VAT rate applicable when Project Owners are private individual thus depends on their location.
Since 1 January 2015, the provision of electronic services has been taxable in the place of consumption when these services are provided by parties subject to VAT, whether or not residing in the European Union territory (EU), to non-taxable persons (“consumers”) who have their domicile or usual residence in EU territory. Electronic service provisions are thus taxable at the current VAT rate in the member State where the consumer is domiciled (e.g. 20% for a private Project Owner based in France, which results in a commission rate of 8% including VAT for funds under €100,000 raised via bank cards).
If a Project has raised funds through bank card payments, the costs of the services corresponding to all the payment methods used are deducted by the Company from the amount of contributions raised via the Site when the sums are transferred to Project Owners.
This transfer is made within a maximum period of 12 working days after the end of the Fundraising Period, when Project Owners have indicated all the information required for transferring the sums (including their bank details) and provided all the identification data necessary for the payment of funds (bank account particulars, copy of identity papers, etc.).
If a Contribution by bank card is insufficient for the Company to deduct its commission, the Project Owner should pay the Company the amount of the commission due on receipt of an invoice.
4.5 Applicable taxes on funds raised and the issuing of tax receipts
All Users are responsible for paying any related tax or duty applicable, whether on the Contributions raised via the Ste as a Project Owner, or on the Contributions paid by Ululers to support a Project.
Under no circumstances may the Company replace them to this end, nor may it even advise them on the nature and details of their obligations.
Project Owners are responsible for drawing up any tax receipts certifying donations made via the Site and transmitting them directly to Ululers.
All Ululers are responsible for checking their eligibility for tax rebates on all or part of the Contributions they make via the Site, pursuant to current French legislation.
Any claims regarding the provision of these tax receipts and the information contained in them must be made directly by Ululers to Project Owners.
4.6 Information on Ululeurs transmitted to Project Owners
Article 5. Conditions applicable to message distribution services: Community forum and feedback spaces.
5.1. Responsibility as regards messages and contents posted online by Users and Project Owners
Users and Project Owners must not post any content that could mislead other users of the site or constitute a false statement. They are solely responsible with regard to other users for any prejudice caused to the latter due to the inaccurate or misleading nature of these contents.
Users and Project Owners must ensure that they hold the necessary rights to publish the contents they disseminate, particularly intellectual property rights.
The company declines all liability arising from any infringement of third parties' rights.
Users and Project Owners are solely responsible for the contents and data they post online in the Forums and feedback spaces, and guarantee that the information published does not infringe any current legal or regulatory provisions. In particular, Users and Project Owners must not post any content that is manifestly or potentially illicit, whatever the medium (sound, text, images, videos, etc.).
The Company does not moderate messages and contents prior to their posting online by Users or Project Owners, or the content on any linked sites. It acts as a hoster within the meaning of article 6 I 2° of the LCEN (Confidence in the Digital Economy Act) and as such practises a simple storage activity.
5.2. Site Users: keeping the Company informed
All Users must inform the Company of any illicit or manifestly illicit content by email, at this address: [email protected] .
5.3. Right to delete the contents and/or Personal Accounts of Users or Project Owners
Within the conditions and restrictions of the regulations applicable, the Company reserves the right to immediately delete, with no prior notice or indemnity, any illicit or manifestly illicit content it becomes aware of, together with the Personal Accounts of the Users or Project Owners who published the illicit content.
Article 6. Period of the relationship with the Company
These General Terms and Conditions of Sale and Use apply throughout the period the Site is used, and until the User’s account is closed for any reason.
Article 7. Personal data protection
Certain data may be gathered via cookies and other similar technologies on the Internet. The Company suggests that you read its Cookies Policy, accessible via this link: https://fr.ulule.com/about/cookie-policy/ .
Article 8. Responsibilities
8.1 Operation of the network
To use the services, Users must employ the equipment, software and parameters required for the Site to operate properly. Users must possess the skills, hardware and software required for using the Internet. Users acknowledge that they are well aware of the characteristics and constraints of the Internet.
Given the specific features of the Internet, the Company provides no guarantee of continuous service, as it is only bound by a best-endeavours obligation in this respect.
The Company's liability cannot be incurred in the event of damage linked with the temporary impossibility of accessing any of the services offered by the Site.
No delay, suspension or cancellation in the dissemination of a Project caused by technical shortcomings inherent to the workings of the Internet, outside the Company and beyond its control, can justify a refusal of payment of any kind by Users, nor give rise to any indemnification in any form.
The Company may not be held responsible if the Site fails to function, is impossible to access or is difficult to use if such conditions are attributable to unsuitable equipment, internal dysfunctions with the User's access provider, inappropriate use of the Site or Services by the User or excessive traffic on the Internet.
The Company declines all responsibility for any damage or loss connected with the use or impossibility of using the Site or its content, apart from exceptions stipulated by law.
8.2 Modification of the Site
It is understood the Site’s contents are open, not fixed.
This means that any information contained on the Site may be modified at any time, given the interactive nature of the Site, without this incurring the Company's responsibility.
8.3 Availability of the Site
The Company is bound by a best-endeavours obligation to provide the Services. It thus declines all responsibility for any unavailability, suspension or interruption of the Site or Services that arise during operations involving the maintenance, upgrading of hardware or software or emergency repairs to the Site, or due to circumstances beyond the Company's control (including but not limited to technical faults or failures in telecommunication connections or equipment).
The Company makes every reasonable effort to limit these disturbances insofar as they are attributable to it.
In addition, the Company may not be held responsible for indirect or unforeseeable damage within the meaning of articles 1150 and 1151 of the Civil Code.
Pursuant to article 1992 of the Civil Code, the Company's responsibility may only be incurred in the event of wilful misrepresentation or misconduct in its management.
8.4 Use of the Site
Once such information is published, the Company cannot be held responsible for the consequences of its disclosure.
Once these data have been communicated, the Company cannot be held responsible for the consequences of their disclosure.
The information provided by Users, Ululers and Project Owners must be true, accurate and not misleading. The consequences of its disclosure on their privacy and/or that of third parties are the sole responsibility of the Users, Ululers and Project Owners concerned.
We would remind you that Users take the initiative to disclose and disseminate information, data, texts, contents, photos and videos concerning them on the Site. Users thus assume entire responsibility for this, and may take no action against the Company, including on the grounds of prejudice to their image rights, honour, reputation or privacy resulting from the dissemination or disclosure of information concerning them, subject to the legal provisions of public law.
The Company does not guarantee that information presented is detailed, complete, verified or accurate. Documents, information, descriptions and in general any content present on the Site are provided “as is”, without any express or tacit guarantee of any kind.
The Company may not be held responsible for the inaccuracy of information and content provided by other Users, Visitors to the Site and/or Users themselves.
Furthermore, the Company may not be held responsible for content disseminated by a User that could infringe the rights of other Users or third parties.
8.5 Creating contact between Project Owners and contributing Ululers
Because the Company's role is limited to intermediation, Project Owners and contributing Ululers expressly acknowledge and accept that the Company may under no circumstances or in any way be held responsible for Projects, including their presentation, management, delay or cancellation, or the delivery or non-delivery of Rewards.
The Company is not responsible for the actions or omissions of Project Owners, who remain solely responsible for all the terms and conditions for executing Projects with regard to Ululers.
Consequently, Ululers should only address questions or claims to Project Owners.
Project Owners guarantee and undertake to indemnify the Company for any damage suffered by the latter, and to hold it harmless against any action for damages instigated against it by a User, or more generally by a third party, as regards the infringement of any rights resulting from the publication and execution of a Project on the Site.
Likewise, the Company has no obligation to provide advice in the context of these Terms and Conditions. Nor may the Company be held responsible in any way for the consequences of Contributions made by Ululers. The Company’s role with Project Owners is limited to assisting them in the presentation and promotion of their Projects.
8.6 Disputes between web users
The Company declines all responsibility if a dispute arises between Users and/or Visitors and/or Project Owners who have made contact with each other on the Site.
8.7 Hypertext links
The Site contains links to third party websites.
These linked sites are not under the Company's control, and it is not responsible for their content. The Company provides these links for convenience, but a link does not imply that the Company sponsors or recommends the linked site in question, or that the Company is affiliated with it.
Linked sites are owned and operated by independent retailers or service providers, and consequently, the Company cannot guarantee that Users will be satisfied with their products, services or commercial practices.
It is Users' responsibility to make all the verifications they consider necessary or appropriate before carrying out any transactions with one of these third parties.
Article 9. Intellectual property
9.1 Contents disseminated by the Company
9.1.1 Ownership of the Site and its contents
Brands (including Ulule) and derivative logos are the intellectual property of the Company.
More generally, all economic, moral and intellectual property rights concerning the content and information of the Site belong to the Ccompany in its own right, apart from any property rights belonging to a third party, for which the Company has obtained a transfer of the rights or the authorisations required.
The rights conferred on Users in view of using the Site and the services provided by the Company imply no transfers or any authorisations to exploit or use any of the Site’s components.
All aspects of intellectual property, including trademarks, drawings, texts, hypertext links, logos, images, videos, sound elements, software, layouts, databases, codes, etc. contained in the Site and associated sites are protected by national and international intellectual property law. They remain the exclusive property of the Company and/or its partners.
Consequently, without the prior written consent of the Company and/or its partners, Users may not reproduce, represent, republish, redistribute, adapt, translate and/or transform any components of the Site, in whole or in part, or transfer them to another site.
Users are authorised to reproduce the Ulule logo on third party websites, but only to promote their Projects and/or the Ulule site.
Users acknowledge and are aware of the fact that non-compliance with this prohibition constitutes an act of infringement punishable by civil and criminal law.
9.1.2 Database producer’s rights
The Company is the producer of the database constituted by the Site within the meaning of articles L.341-1 and thereafter of the Intellectual Property Code. Any extraction or use of the base's content not specifically authorised may incur the civil and/or criminal liability of the perpetrator.
The Company reserves the right to use any legal remedy against persons or entities that do not comply with this prohibition.
9.2 Contents disseminated by Users
Users grant the Company a licence to use the intellectual property rights associated with contents provided by the User concerned for distribution on the Site.
This licence includes the right for the Company to reproduce, represent, adapt, translate, digitise, use or sublicence the contents concerning the User (information, images, videos, description, search criteria, etc.) on any electronic communication media in the context of providing its Services.
This licence authorises the Company to present Projects on partner sites or to permit partner sites to retrieve the data of these projects in order to present them on their own online or off-line communication media.
Users expressly authorise the Company to modify these contents in line with the graphic guidelines of the Site or other communication media mentioned above and/or make them compatible with its technical performances or the formats of the media concerned.
These rights are granted for the entire world and for the period of execution of these General Terms and Conditions between Users and the Company.
Users may not copy, reproduce or use contents relating to other Users in any way other than the strict requirements of using the Services for personal and private purposes.
Article 10. Suspension and interruption of the Services
Without this involving an obligation to check the content, accuracy and consistency of contents, the Company has the right to refuse the insertion of a project with regard to press and publication standards.
The Company is at liberty to delete or modify, before or after its distribution, any content on the Site that does not reflect the content normally expected or the Site's editorial line, or which infringes current laws and regulations.
To this end, the Company has the right to use electronic surveillance to detect contentious contents and penalise their authors, including excluding them.
The Company reserves the right to suspend or limit access to services for which Users have registered, after informing the party concerned by any means, in the event that Users fail to fulfil any of their obligations as stipulated in these General Terms and Conditions of Use.
Consequently, without prejudice to the provisions of Article 12, “Termination”, if Users fail to meet any of their obligations, the Company reserves the right to block any Project or content of the User concerned, delete any contentious messages or contents, whatever their nature, prevent the publication of all or part of the Project, and/or to block the User's access to all or part of the Services, temporarily or permanently, without any compensation or reimbursement being due and without prejudice to any action that may be taken against the User.
In the event of a suspension for whatever reason, the Company reserves the right, as a penalty clause, not to reimburse all or part of the sums credited, which it deems necessary to remedy any damage it may have suffered, of any kind.
Article 11. Force majeure
The Company's liability may not be incurred if the execution of any of its obligations is prevented or delayed due to force majeure as defined by the jurisprudence of the French courts, including but not limited to natural disasters, fires, the disruption of means of transport for any reason, total or partial strikes within or outside the company, company lockout, the incapacitation of telecommunications or computer networks by any means (electrical breakdown, computer virus, etc.), and governmental or legal restrictions.
Article 12. Termination
Users and Project Owners may request the termination of their accounts at any time, either directly via their user interface, by email to this address: [email protected] , or by a letter sent to ULULE SAS, 10 rue de Penthièvre, 75008 Paris, FRANCE.
These General Terms and Conditions of Use may be terminated by the Company with notice of one (1) month.
Furthermore, if Users fail to execute or comply with any of the obligations and stipulations indicated in these Terms and Conditions, the Company may modify, suspend, restrict or terminate access to the Site within fifteen (15) days after notification sent to the User has remained without response, in which case the User may not claim any indemnity, without prejudice to any damages the Company is entitled to claim to remedy the prejudice suffered.
In the event of a serious breach of any provisions of the General Terms and Conditions of Use, the Company is fully entitled to the cancel account of the User concerned without notice or notification, with no indemnity being due and without prejudice to any damages the Company is entitled to claim to remedy the prejudice suffered.
In the event of termination, any Projects in the middle of their Fundraising Period can then be stopped and the Contributors concerned will be reimbursed their Contributions.
Article 13. Final Provisions
13.1 Correspondence – Proof
Correspondence between the Company and the Users mainly takes place via electronic mail. Thus, pursuant to articles 1316 and thereafter of the Civil Code, Users acknowledge and accept that information provided by the Company by electronic mail and on the Site is deemed authentic between the parties and has the same probative value as a written document.
Unless stipulated otherwise, notifications to the parties to this document are made by email.
Notifications are deemed to have arrived 24 hours after their dispatch by email, unless the sender is notified that the email address is invalid.
13.3 Applicable law
By express agreement between the parties, these General Terms and Conditions of Use and operations arising from them are governed by French law.
They are written in French. If they are translated into one or more languages, only the French text will be deemed authentic in the event of a dispute.
13.4. Management of disputes
In the event of a difficulty or difference between the parties as to the interpretation, execution or cessation of these General Terms and Conditions of Use, the parties must endeavour to find the best solution for the issue and seek an amicable outcome in the spirit of these General Terms and Conditions of Use.
In the event of a dispute, you can send a written claim to our Customer Service by email: [email protected] or by letter to the following address: Ulule, Service Client, 10 rue de Penthièvre, 75008 Paris, FRANCE.
If you are not satisfied with the reply provided by our Customer Service, or have not received a reply within two months, you can apply online to our Mediator, MCP Médiation, as regards all claims submitted during the last twelve (12) months, via their website: www.mcpmediation.org or by writing to the following address:
Médiation de la Consommation & Patrimoine -12 square Desnouettes -75015, Paris, FRANCE.
The solution proposed by the Mediator is not binding on the parties, who remain free to leave the Mediation process at any time.
- Only applies to contributors who are natural persons;
- Is restricted to relations between financers and platforms (excluding relations with a Project Owner or a Payment Service Provider).
In the absence of an amicable solution, the most diligent party should submit the case to the appropriate Courts.
IT IS STIPULATED THAT ANY DISPUTE WITH A USER ACTING AS A RETAILER ARISING FROM THE INTERPRETATION, EXECUTION OR TERMINATION OF THESE GENERAL TERMS AND CONDITIONS FALLS WITHIN THE JURISDICTION OF THE PARIS COMMERCIAL COURT.
If any stipulations contained in the General Terms and Conditions of Use are declared void, the validity of the other stipulations in the document is in no way affected.
Stipulations declared void will, according to the spirit and purpose of these conditions, be replaced by other valid stipulations, whose scope will be as similar as possible to the stipulations declared void, to the fullest extent permitted by law.
The fact that the Company does not take advantage at a given moment of any provisions of these General Terms and Conditions of Use may not be construed as a waiver of its rights at a later date.
The Company reserves the right to transfer to any third party of its choice all or part of its rights and obligations in respect of these General Terms and Conditions or to substitute any third party to execute these Conditions, which Users unreservedly accept.
14. Legal Notices
14.1 Identification of the publisher
Users are informed that the Site is published by ULULE, a simplified joint-stock company with a share capital of 254,080 Euros, registered in the Paris trade and companies register under number 794 710 830, registered as an Intermédiaire en Financement Participatif (IFP) (crowdfunding intermediary) with ORIAS under number 17003008, having its head office at 10 rue de Penthièvre, 75008 Paris, FRANCE. Unique tax identification number (intra-Community VAT number): FR57794710830. Our departments can be reached during office hours on 01 83 62 90 69.
14.2 Publication Director
The Site Publication Director is Alexandre Boucherot, whose email address is [email protected]
14.3 Site hoster
The Site is hosted by the company Enix, whose details are as follows:
Enix, a simplified joint stock company with a capital of €8,100, registered in the Paris trade and companies register under number B 481 912 970, having its head office at 275 rue Saint-Denis – 75002 Paris.
14.4 Contact for any claims concerning the Site and/or its content
The contact email for any claims concerning the Site and/or its Content is [email protected]
APPENDIX: 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,
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 of residence.
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 residence.
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:
o their business name, business form, capital, address of the registered office, description of the activity, the identity of the business associates and officers, as well as the list of the beneficial owners such as defined by regulation,
o a Kbis extract or equivalent document dated within three months proving their registration 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 a copy of the bylaws and potential decisions specifically certified true legal copy from the 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 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: [email protected].
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.
21.2. Inactive Accounts
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 protected].
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, ([email protected]) 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.