Last update08/04/2024

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.

Recitals

 ULULE SAS, a simplified joint stock company with a share capital of €293 478, 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 enable creators to create and submit one or more fundraisers on Ulule in search of financial contributions;

• To provide a mediation service between creators and contributors through the site managed by the company to facilitate their interactions;

• To offer internet users the opportunity to become a site user and financially support one or more fundraisers by making a contribution;

Ulule acts as an intermediary between internet users who wish to participate in financing fundraisers and creators looking for financial contributions for these fundraisers.

The present General Terms and Conditions aim to define the terms and conditions for making these services available to site users.

Using Ulule or the services offered on Ulule implies full and entire acceptance of these General Terms and Conditions of Use by users, including the stipulations of the Community Guidelines and the information provided in the FAQ.

Article 1. Definitions and Scope of Application

1.1 Definitions

The definitions below have the same meaning whether used in singular or plural.

"Credit Card" refers to a valid payment or credit card, subject to acceptance by Ulule (Visa, MasterCard, CB).

"Fundraiser" refers to any fundraising page launched on the Site, regardless of the collection mode chosen by the Creator, and allowing the Creator to collect contributions in accordance with the General Terms of Use.

"Rewards-based Fundraiser" refers to a collection mode in which rewards are offered by the Creator to Contributors in exchange for their contribution. If this collection mode is chosen, a funding goal must be set by the Creator, as well as a collection period. This mode operates on an all-or-nothing basis: funds collected are only transferred to the Creator if the funding goal is reached or exceeded at the end of the Collection Period.

"Donation Fundraiser" refers to a collection mode without any rewards for the contributions made by Contributors. In this collection mode, the funds collected are immediately acquired by the Creator upon payment validation.

"Subscription Fundraiser" refers to a collection mode in which the fundraiser page does not have an end date, for which contributions are monthly donations, or one-time donations, and for which the Creator may offer rewards depending on the level of monthly contribution. In this collection mode, the funds collected are acquired by the Creator as soon as the payment is debited.

"Commission" refers to the remuneration owed to the Company and deducted from the contributions collected by the Creator in exchange for the mediation service provided.

"Personal Account" refers to the user's personal space on the Site. This space is accessible only by entering the login credentials and allows access to the services provided by the Company. It also allows the user to consult and modify their own personal data.

"General Terms and Conditions" refers to these general terms of use of the Site applicable to visitors, which can be consulted on the Site by any visitor and to which these visitors must adhere to become a User.

"Reward" refers, where applicable, to the reward(s) possibly offered by the Creator to Users in exchange for their contribution to a fundraiser. The reward(s) related to a fundraiser will be defined on a case-by-case basis on the Site, at the sole discretion of the Creator, provided that financial rewards (equity participation, repayment with or without interest, royalties, etc.) are prohibited on the Site.

"Contribution" refers to any sum of money collected by the Creator through the Site's mediation to finance one or more fundraisers offered on the Site.

"Creator" refers to any natural or legal person registered on the Site with the aim of presenting and promoting one or more fundraisers that will be realized with the support of contributions collected through the Site's mediation.

"Intellectual Property Rights" refers to all intellectual property rights as provided by the Intellectual Property Code and national and international conventions, including copyright, related rights of performing artists and producers of phonograms and videograms, trademark rights, patents, trade names (including Internet domain names and email addresses), copyrights, moral rights, rights to all models, rights to all databases, know-how, registered or not or capable of being registered or not and existing in any part of the world.

"Identifier" refers to the data necessary for a user's identification, consisting of an email address or username, and a password.

"Business Day" means a calendar day excluding Saturdays, Sundays, and public holidays in metropolitan France.

"Funding Goal" refers to the total amount  of funds sought by the Creator for the realization of a fundraiser with rewards. This funding goal may be expressed, at the Creator's choice, either in terms of monetary goal or in terms of the number of presales to be obtained for the fundraiser.

"Party" refers to, as the case may be, the Company and/or any User who has accepted the application of the General Terms and Conditions, and "Parties" refers to all of them together.

"Collection Period" refers to the duration during which Users can make contributions through the Site's mediation for a given fundraiser.

"Service(s)" refers to all the services, whether paid or free, offered on the Site.

"Company" refers to ULULE, a simplified joint-stock company with a share capital of €293,478, registered with the PARIS RCS under number 794 710 830, registered as an Intermediary in Crowdfunding (IFP) with ORIAS under number 17003008, with its registered office at 10 rue de Penthièvre, 75008 Paris, France.

"Transaction" refers to a transaction concluded by a User under the conditions provided in the General Terms of Use of the Site and resulting in a valid payment.

"Ulule" or "the Site": refers to the website accessible on the Internet at http://www.ulule.com, exclusively owned by the Company, whose purpose is, among other things, to allow Creators to promote their fundraisers and for Users to provide their financial support to these fundraisers through contributions made through the Site.

"User" refers to a user who has registered on the site and/or wishes to support one or more fundraisers offered on the Site by making one or more contributions to one or more fundraisers.

"User" collectively refers to Creators and Users registered on the Site provided they have previously adhered to the General Terms and Conditions.

"Visitor" refers to any person who visits the Site to consult the content and information published on the Site without being registered or prior to their registration on the Site as a User.

1.2 Scope of Application

These general terms and conditions of use ("hereinafter the General Terms and Conditions") apply, without restriction or reservation, to all services offered by the Company on its Site, accessible in particular at www.ulule.com, except for specific conditions applicable to certain services.

These General Terms and Conditions prevail over any other general or specific conditions not expressly approved by the Company. The subscription to services is reserved exclusively for Users who have previously read the General Terms of Use in their entirety and accepted them without reservation.

The User declares and acknowledges having read the General Terms of Use in their entirety.

These General Terms of Use take effect from their publication on the Site and remain in force until they are partially or fully modified by the Company.

The General Terms of Use are regularly updated and are therefore subject to change. Given the possible extensions and improvements to the Site's operation, the Company reserves the right to adapt or modify at any time the scope of the services offered through the Site. The Company reserves the right to unilaterally modify the General Terms of Use at any time, without notice.

New features will be posted on the Site to be brought to the attention of Users and Creators. It is therefore up to the User to consult and accept the General Terms of Use when making a contribution, in particular to ensure the provisions in force. Each use of the services offered on the Site by Users constitutes acceptance of the latest version of the General Terms of Use published on the Site.

Article 2. Conditions of Access and Registration on the Ulule Site

2.1 Consent and Capacity

Registration is done by completing an online form. Once the form is filled out and validated, during the registration, the User or Creator commits to providing accurate data and is required to fill in all mandatory fields in the registration form.

The individual User must be of legal age and must have the capacity to enter into contracts.

The representative of the legal entity User certifies having all the necessary rights to conclude these presents on behalf of the legal entity he represents.

The User commits not to create or use other accounts than the one initially created, whether under their own identity or that of a third party. Any deviation from this rule must be subject to a specific request from the User and an express and specific authorization from the Company. The act of creating or using new accounts under their own identity or that of third parties without having requested and obtained authorization from the Company may result in the immediate suspension of the User's account and all associated services.

The User guarantees that the information he communicates through the Site is accurate, sincere, and conforms to reality. He commits to inform the Company without delay in case of modification of the information provided at the time of registration and, if necessary, to carry out these modifications within his personal space.

2.2 Identifier and Password

Upon account creation, the User will choose or be assigned an identifier and a password (hereinafter "Identifiers") allowing access to his personal space. These identifiers are personal and confidential. They can only be changed at the request of the User or at the initiative of the Company.

The User is solely and entirely responsible for the use of the Identifiers concerning him and commits to do everything possible to keep his Identifiers secret and not to disclose them to anyone, in any form and for any reason whatsoever.

The User will be responsible for the use of his Identifiers by third parties or for actions or statements made through his personal User account, whether fraudulent or not, and guarantees the Company against any request in this regard.

Furthermore, the Company does not have the obligation and does not have the technical means to ensure the identity of the people registering on the site, it is not responsible in case of identity theft of the User. If the User has reason to believe that a person is fraudulently using identification elements or his account, he must immediately inform the Company.

In case of loss or theft of one of the Identifiers concerning him, the User is responsible for any damaging consequence of this loss or theft and must use, as soon as possible, the procedure allowing him to modify them.

In the event that he becomes aware of another person's access to his Personal Account, the User will immediately inform the Site manager by email at [email protected], and confirm this information by registered mail to the following address: ULULE SAS, 10 rue de Penthièvre, 75008 Paris.

Use of the site that is fraudulent, or that violates these General Terms and Conditions, will justify that access to the Services or other functionalities of the Site be denied to the User, at any time.

Article 3. Conditions Applicable to Creators

3.1 Nature of Services Offered to Creators

The Site allows Users who wish to collect funds by creating one or more fundraising pages.

The Company acts as a technical intermediary by providing the Creator with an online platform allowing him to create, broadcast, and promote his Fundraiser on a dedicated internet page.

3.2 Presentation of Fundraisers

Creators who wish to promote their Fundraisers and obtain financing, submit to the Company, for publication on the Site, a presentation detailing the purpose, nature, and objectives of the fundraising they wish to undertake.

To be accepted by the Company for online publication on the Site, the Creator commits to providing a clear and precise description of the Fundraiser project.

Several fundraising modes are possible on the Site. If he has chosen to conduct a Fundraiser with Rewards, he must also provide the minimum amount that must be reached for the Fundraiser to be considered funded, the Collection Period, and the Rewards he offers.

The characteristics and parameters of the Fundraisers are subject to prior acceptance by the Company without obligation to motivate its refusal, and without this resulting in a guarantee for the User regarding the commitments of the Creator, or the authenticity of the information presented by the Creator. Indeed, the review of Fundraiser presentations primarily aims to verify the coherence and quality of presentation of the information provided, and is not intended to control the viability of the Creators' commitments, the feasibility of their objectives, or the authenticity of the information provided.

For example, the Company will systematically refuse Fundraisers that are fanciful, lacking seriousness, detached from any concrete reality, and doomed to failure.

It is the Creator's responsibility to ensure that he has all the necessary rights to publish the Fundraiser on the Site and that he complies with all applicable laws and regulations related to his commitments, both concerning the possible Rewards he offers and concerning the use he indicates he wants to make of the collected funds. In particular, Creators are prohibited from bringing Fundraisers into violation with current laws and regulations, which could harm human dignity or a person's privacy, the protection of third parties' personal data (see in particular Ulule's Privacy Policy), contrary to good morals, or inciting or leading to illegal activity or any other activity that would infringe on the rights of the Company and its co-contractors, other Users, and, more generally, any third party.

The Creator is fully responsible for the content of the Fundraiser presentation published on the Site and must ensure in particular that this presentation cannot mislead Users.

The Creator acknowledges that providing misleading, incomplete, or erroneous information is likely to engage his liability against the Company and Users and assumes full responsibility for the consequences resulting from any omission or negligence in this regard.

In case of death, incapacity, accident of the Creator, or any other event placing him in the incapacity to fulfill the commitments made in connection with a Fundraiser (Reward promised to Users or use of the collected money to do something specific), the Company is authorized to suspend the ongoing collection.

More generally, the Company may discretionarily cancel an ongoing collection as soon as it is noted that the Creator violates these presents. In this case, all registered Contributions would be immediately canceled, the concerned Users refunded, and the Creator could not claim to recover the collected sums.

Creators acknowledge being firmly determined to implement all means to fulfill the commitments they make through the site's mediation, whether concerning the possible Rewards promised or the indicated use of the collected funds. They commit to regularly update their Fundraiser pages and to share with other Users information concerning the progress of their commitments, even after the expiration of the Collection Period.

3.3 Reputation Safeguard Clause

Ulule reserves the right, at its sole discretion, to evaluate any Fundraiser or Content that could potentially lead to significant public backlash, harm the reputation of the Site, the Company, its Users, Creators, partners, and stakeholders, or violate the values and ethical principles promoted by the Site, which include, but are not limited to:

• diversity: valuing and including people from different backgrounds, cultures, ethnicities, sexual orientations, gender identities, and physical or mental abilities;

• gender equality: fighting gender inequalities and promoting equal rights, opportunities, and treatment for men, women, and non-binary people;

• inclusion: creating spaces, opportunities, and communities where everyone feels respected and valued;

• social justice: striving to create an equitable society where rights and opportunities are justly distributed across society, including for historically marginalized or oppressed groups;

• environmental awareness: recognizing the climate emergency and promoting sustainable practices to protect the environment for future generations;

• minority rights: protecting and promoting the rights of minority groups, including ethnic, religious, cultural, sexual, and gender minorities;

• fighting xenophobia: actively engaging in combating fear, distrust, or hatred towards foreigners or anything perceived as foreign or different;

• accessibility: improving access and participation in physical, digital, and social spaces for people with disabilities;

• corporate social responsibility: the belief that companies should be accountable not only to their shareholders but also to their employees, customers, society at large, and the environment;

• fighting gender-based and sexual violence: ongoing efforts to eliminate discrimination and violence based on sex or gender;

• combating cyberbullying: actions aimed at preventing and fighting online harassment, to create safe and respectful digital spaces for all users;

Any Creator of a Fundraiser or Content that may cause significant public backlash, harm the reputation of Ulule, its Users or Creators, or violate the ethical values and principles promoted by Ulule, whether due to the nature of the Fundraiser, or the beneficiaries or individuals associated with it, must, before launching the Fundraiser or publishing the Content, disclose this risk to the Company by indicating it in the discussion thread with the Ulule team.

If, once a Fundraiser is launched, or Content is published, Ulule identifies such a risk, which has not been indicated by the Creator prior to the launch of the Fundraiser or the publication of said Content, Ulule will notify the creator of the collection and propose corrective actions, which may include, without limitation, modifying the content of the Fundraiser, stopping the Fundraiser early, or outright canceling the Fundraiser with a refund of the amounts committed by Users for their Contributions.

If the corrective actions proposed are not implemented by the Creator within 48 hours, or if the nature of the Fundraiser is such that corrective actions cannot remedy the potential damages, the Company reserves the right to unilaterally stop the Fundraiser, either by early termination of the Fundraiser or by outright cancellation of the Fundraiser with a refund of the amounts committed by Users for their Contributions, without prejudice to any other right or recourse.

Except in cases of emergency or proven damage, the early termination of a Fundraiser by the Company under this clause will be preceded by a new 48-hour notice addressed to the Creator by electronic communication.

The Creator acknowledges that the termination of a Fundraiser under this clause, whether by reducing its duration or canceling it outright, does not entitle them to any compensation.

3.4 Promotion on the Site and Outside the Site

As part of managing Fundraisers and the Company's marketing operations, the Company is led to promote Fundraisers, Services, the Site, and/or the Company.

The Creator agrees hereby that the content and information provided may be freely used by the Company for promotional purposes.

Thus, the Creator grants the Company, exclusively, free of charge, worldwide and for the entire duration of these presents, the rights as specified below, to allow the Company to provide the Service in the form of broadcasting on the Internet, on mobile telephony networks, and/or on any other current public communication network.

To this end, the Creator grants the Company, the right, in particular:

• to use, as part of its communication and promotion of the Site, its name as well as the name and characteristics of the Fundraiser;

• the right to reproduce and have reproduced the content and information provided on the Site on any network, by any process, in any form known or unknown, in association or not with other works of any nature as long as these exploitations are carried out in connection with the promotion of the Fundraiser;

• to represent or have represented all or part of the content of the Fundraiser;

• to adapt or have adapted all or part of the content of the Fundraiser.

The Creator also expressly authorizes the Company to ensure the promotion and/or advertising of the Fundraiser, and to broadcast with the content advertising, commercial, and/or promotional messages relating to third-party products or services.

The Creator also expressly accepts that the content and information provided be exploited on the Site with the presence of brands or logos of the Company's partners.

3.5 Fulfillment of Creators' Commitments

The Creator commits to fulfilling the commitments made to Users, in particular to use the collected funds in accordance with the description of his Fundraiser, and, if he has offered Rewards, to provide the Rewards described on the Fundraiser page.

When offering Rewards, the Creator is encouraged to ensure that he will be able to provide the Rewards he proposes to Users at the end of the Fundraiser. Rewards can be of any nature other than financial (personal creations, content, objects, invitation to an event, etc.).

Creators commit not to propose or provide any illicit Rewards, in particular of a sexual, racist, discriminatory, defamatory, abusive, xenophobic nature, inciting to violence, violating the image of third parties, infringing on public order or good morals, contrary to laws, violating professional secrecy, property, and trademark rights, patents, or any other intellectual or industrial creation belonging to third parties, dangerous or counterfeit.

In case the Creator cannot reward Users with the promised Rewards, he expressly commits to refunding them in full and accepts that the Company cannot assist him in this process.

The Creator expressly acknowledges that he is solely responsible for the administrative, accounting, fiscal, and social management related to the Fundraiser, including the amounts received through the Company, and their fiscal qualification.

The Company is not responsible for the actions of Creators who remain solely responsible for the terms that bind them with Users in the context of fundraising Contributions through the Site's mediation. Creators are responsible for the Contributions they receive through the Site's mediation and the possible Rewards they offer in the context of Fundraisers presented on the Site.

Consequently, the risks involved in the development and execution of projects realized with the collected funds, such as possible delays or cancellations, lie entirely and exclusively with the Creators.

Creators may organize refunds at their sole discretion. The Company is not responsible for refunds that occur on Fundraisers without passing through the platform.

Article 4. Conditions Applicable to Collection and Tracking of Contributions

4.1 Collection of Contributions

Users are entirely free to choose the amount and allocation of their Contributions.

For Fundraisers offering Rewards, Users freely choose the Reward they wish to receive among those offered by the Creator, provided that the amount of the Contribution made is equal to or greater than the value of the chosen Reward.

By accepting the terms of this contract, the User declares that the source of funds used by him on the Site is not illegal and commits not to use it for any illegal or fraudulent activity, including money laundering.

It is reminded here that the Company is only an intermediary between the Creator and the User in the promotion of a Fundraiser, by providing the Creator and the User with its Services and the Site.

Consequently, the User cannot seek the Company's liability in case of the Creator's failure, whether this failure concerns a delay in delivering the Rewards, a cancellation or inability to use the collected funds according to the purpose of the Fundraiser, for any reason, or a non-delivery of the Rewards, or one or more Rewards not conforming to the description given by the Creator.

4.2 Payment of Contributions by Users

It is specified that the Company does not charge commissions from Users on collected Contributions. Indeed, the commissions that the Company deducts are charged to Creators only.

The payment of the Contribution will be made using one of the payment methods offered on the Site, which may be, for example, credit card and/or any other payment method already proposed on the Site or that will be integrated into the service in the future.

When Users make a Contribution on a Fundraiser or when Creators publish a Fundraiser, they accept the terms of use of the payment systems used on the Site.

For payment and fundraising flows in euros: the Company has chosen to trust Mangopay SA through the Mangopay solution for all monetary payment services denominated in euros. By using the payment system offered on the Site to make a payment in euros or collect funds in euros, Users and Creators therefore accept the terms of use of Mangopay which are annexed to these presents and are an integral part of the general terms of use of the Ulule Site.

For payment and fundraising flows in a currency other than the euro: payments and fundraising denominated in a currency other than the euro are carried out using the Stripe Connect payment system. By using the payment system offered on the Site to make a payment or collect funds in a currency other than the euro, Users and Creators therefore accept the terms of use of Stripe Connect. The full terms of use of Stripe Connect can be found here: https://stripe.com/connect/account-terms

4.3 Management of Contributions

4.3.1 Fundraisers Operating in “Fundraiser with Rewards” Mode

4.3.1.1 Payments by Credit Card via the Payment Service Provider Mangopay (payments in euros)

For payments made in euros, Ulule uses the services of the Payment Service Provider Mangopay. For these transactions, the Contribution is immediately debited from the User's bank account.

If the Contribution was made on a Fundraiser operating in Fundraiser with Rewards mode, the User can decide if he wishes to cancel his Contribution before the expiration date of the Collection Period. In this case, the amount of his Contribution is automatically re-credited to his bank account, an operation that takes on average 2 to 5 business days once the cancellation is confirmed.

If at the end of the Collection Period the Funding Goal has not been reached, the User's Contribution is then re-credited to his bank account.

If at the end of the Collection Period the Funding Goal has been reached or exceeded, the User's Contribution is transferred to the Creator's bank account and can no longer be refunded to the User who made the Contribution via the system set up by the Company and its partner Mangopay. In case of dispute or desire to be refunded, the User must then interact directly with the Creator.

4.3.1.1 Payments by Credit Card via the Payment Service Provider Stripe (payments in a currency other than the euro)

For payments made in a currency other than in euros, Ulule uses the Payment Service Provider Stripe. For these transactions, the Contribution is not immediately debited from the User's account. A payment authorization is recorded, which will only be executed in case the Funding Goal is reached once the Collection Period is over.

If the Contribution was made on a Fundraiser operating in Fundraiser with Rewards mode, the User can decide if he wishes to cancel his Contribution before the expiration date of the Collection Period. In this case, the amount of his Contribution will never be debited.

If at the end of the Collection Period the Funding Goal has not been reached, the User's Contribution is not debited.

If at the end of the Collection Period the Funding Goal has been reached or exceeded, the User's Contribution is debited and transferred to the Creator's bank account and can no longer be refunded to the User who made the Contribution via the system set up by the Company and its service provider Stripe. In case of dispute or desire to be refunded, the User must then interact directly with the Creator.

4.3.2 Fundraisers Operating in “Donation Fundraiser” or “Subscription Fundraiser” Mode

For Fundraisers operating in “Donation Fundraiser” or “Subscription Fundraiser” mode, the Contribution by credit card is immediately debited from the Contributor's account and is immediately credited to the Collected Funds of the concerned Fundraiser, and can no longer be refunded to the Contributor, regardless of the Payment Service Provider used (Stripe or Mangopay)

If the User has opted for a monthly Contribution, he can manage this choice within his User space, in particular to suspend or stop his monthly Contribution. This action is only effective for future monthly installments and does not entail the cancellation of monthly installments already debited in the past, which remain acquired by the Creator.

In case of dispute or desire to be refunded, the User must interact directly with the Creator.

4.4 Commissions as Remuneration for the Mediation Service and Reversal of Collected Sums

Access to the Site is free.

The Company applies a commission on the funds collected by Creators' Fundraisers. The payment of this commission is automatically deducted by the Company from the total amount collected through the Site.

For Fundraisers collecting in Fundraiser with Rewards mode, the commission on collected funds is due only for Fundraisers that have reached or exceeded their Funding Goal at the end of the Collection Period. It is charged at the time of transferring the Collected Funds.

For Fundraisers collecting in Donation Fundraiser or Subscription Fundraiser mode, the commission on collected funds is due regardless of the amount reached. It is charged at the time of transferring the Collected Funds.

The commission remunerating the Services provided by the Company is calculated as a percentage of the amount of Contributions collected by the mediation of the Site that are subject to a fund transfer. The applicable percentage varies according to the payment method and the volume of collected funds and the currency in which the funds are collected.

For Creators collecting funds in euros, the following pricing is applicable, calculated at each execution of a fund transfer, on the corresponding fund transfer amount:

• Tier ranging from €0 to €100,000 in collected funds: commission of 6.67% excl. VAT for funds collected by Credit Cards, and 4.17% excl. VAT for funds collected via offline contributions (such as wire transfers for example) added to the collection (checks or transfers);

• Tier ranging from €100,001 to €250,000 in collected funds: commission of 5.83% excl. VAT for funds collected by Credit Cards, and 3.33% excl. VAT for funds collected via offline contributions added to the collection (checks or transfers);

• Tier ranging from €250,001 to €500,000 in collected funds: commission of 5.00% excl. VAT for funds collected by Credit Cards, and 2.50% excl. VAT for funds collected via offline contributions added to the collection (checks or transfers);

• Funds collected beyond €500,000: commission of 4.17% excl. VAT for funds collected by Credit Cards, and 1.67% excl. VAT for funds collected via offline contributions added to the collection (checks or transfers);

Example of calculation:

A Fundraiser has collected €166,000 on Ulule, split into €112,000 collected by credit card and €54,000 collected via offline contributions added to the Collected Funds at the Creator's request.

The commission as remuneration for the Mediation Service is calculated as follows:

All funds, regardless of the payment method, are first cumulated, (€166,000), to apply the pricing by tier contributions offline check and transfer. Then, 2.50% excl. VAT of commission is added only for the funds collected by credit cards, which constitutes the differential between the credit card pricing and the check/transfer pricing, regardless of the tier:

€100,000 * 4.17% + €66,000 * 3.33% + €112,000 *2.50% = €9,167.80 of commission excl. VAT.

For Creators collecting funds in a currency other than the euro, the commission is 6.67% excl. VAT for funds collected by Credit Cards, and 4.17% excl. VAT for funds collected via offline contributions.

VAT is applicable at the rate in force on the day the transfer of collected funds is carried out and depends on the Creator's location. The services provided by Ulule SAS are considered at the community level as being electronic services, the VAT rate applicable when the Creator is an individual depends on his location.

Since January 1, 2015, services provided electronically are taxable at the place of consumption when these services are provided by taxpayers, whether established or not in the European Union (EU), to non-taxable persons ("consumers") having their domicile or usual residence in the territory of the EU. Electronic services are thus taxable at the VAT rate in force in the Member State where the consumer is domiciled (for example 20% for a Creator individual based in France, which leads to a commission rate of 8% incl. VAT for funds collected by credit card below €100,000).

This transfer can be made as soon as the Creator has indicated all the necessary information for the transfer of sums (bank details in particular) and provided all the necessary identification data for the transfer of funds (RIB, copy of ID, etc.). The payment deadlines are as follows:

• within a maximum period of 12 business days following the expiration of the Collection Period for Fundraisers with Reward;

• within a maximum period of 12 business days following the request for fund transfer for Donation Fundraisers or Subscription Fundraisers.

4.5 Taxes Applicable on Collected Funds and Issuance of Tax Receipts

It is up to each User to pay any applicable tax or tax associated, whether on the Contributions collected by the mediation of the Site as Creators, or on the Contributions made by Users as support.

The Company can in no way substitute for them in this respect nor even advise them on the nature and detail of their obligations.

Creators are responsible for establishing and directly transmitting to Users the possible tax receipts attesting to donations made through the Site's mediation.

It is up to each User to verify his eligibility to benefit from tax deductions on all or part of the Contributions made through the Site's mediation, in accordance with the provisions of French law in force.

Any claim related to the production of said tax receipts and the information contained therein must be addressed directly by the User to the Creators.

4.6 Information on Users Transmitted to Creators

In particular, to allow Creators to communicate with individuals interested in their Fundraiser, to animate their fundraising, and to send the promised Rewards and/or tax receipts, the Company communicates to Creators information about the identity of Users who have subscribed to their page, registered via the "coming-soon" feature to be kept informed of the launch of a Fundraiser, or contributed to a Fundraiser, as well as their postal addresses when provided by the User, in accordance with Ulule's Privacy Policy.

For more information on the data communicated by the Company to Creators, you are invited to consult Ulule's Privacy Policy.

Article 5. Conditions Applicable to Posting Comments and Sending Messages between Users

5.1. Responsibility for Messages and Content Posted by Users and Creators

The User or Creator is prohibited from posting any content likely to mislead other users of the site or constituting a false declaration. He alone is responsible towards other users, for damages suffered by the latter due to the inaccurate or misleading nature of these contents.

The User or Creator must ensure that he holds the rights, including intellectual property rights necessary for the publication of the contents he disseminates.

The User or Creator must ensure that he does not communicate personal data of third parties without their authorization. For more information on this subject, you are invited to consult Ulule's Privacy Policy.

The Company declines any responsibility resulting from the possible violation of third parties' rights.

Users and Creators are solely responsible for the contents and data they post online on publication spaces, comment spaces, FAQ, or any other space on the site allowing the publication of contents, and undertake to ensure that the published information does not violate any legal or regulatory provision in force. In particular, the User, or Creator is prohibited from posting any content that is manifestly or potentially illegal, whatever the support (sounds, texts, images, videos, etc.)

The Company does not exercise prior moderation on the messages and content posted online by Users, or Creators, or to which the Site may refer. It acts as a host within the meaning of article 6 I 2° of the LCEN, and as such engages in a simple storage activity.

5.2. Information of the Company by Users of the Site.

Any User is invited to report to the Company any illicit or manifestly illicit content by email, at the address [email protected].

5.3. Right to Delete Content and/or the Personal Account of the User or Creator.

Within the conditions and limits of the applicable regulations, the Company reserves the possibility to immediately delete, without prior notification and without indemnities, any illicit or manifestly illicit content of which it has become aware, as well as the Personal Account of any User or Creator who would have published illicit content.

Furthermore, in application of article 6 I 7° of the LCEN, the Company reserves the right to communicate to the judicial authorities, any element allowing the identification of any User who has posted manifestly illicit content brought to its attention and in accordance with Ulule's Privacy Policy.

Article 6. Duration of the Relationship with the Company

These General Terms and Conditions of Sale and Use apply for the entire duration of the use of the Site and until the account is closed for any reason whatsoever.

Article 7. Protection of Personal Data

The use of the Site and Ulule's Services involves the processing of personal data by Ulule. The management and protection of personal data of Users and/or Visitors and/or Creators are governed by Ulule's Privacy Policy accessible via the following link: https://www.ulule.com/pages/about/privacy/ .

Some data may be collected through cookies and similar Internet technologies. The Company invites you to consult its Cookie Policy accessible via the following link: https://www.ulule.com/pages/about/cookie-policy/.

Article 8. Responsibilities

8.1 Network Operation

To use the Services, the User must have the necessary equipment, software, and settings for the proper functioning of the Site. The User must have the skills, hardware, and software required for the use of the Internet. The User declares that he perfectly knows the characteristics and constraints of the Internet.

Given the specificities of the Internet network, the Company does not offer any guarantee of continuity of service, being held to this effect only by an obligation of means.

The Company's responsibility cannot be engaged in case of damages related to the temporary impossibility to access one of the services offered by the Site.

Any delay, suspension or cancellation in the dissemination of the Fundraiser due to technical failures inherent to the operation of the Internet, external to the Company and independent of its will, cannot give rise to any compensation of any kind and under any form.

The Company cannot be held responsible for a non-functioning, impossibility of access, or bad conditions of use of the Site attributable to unsuitable equipment, internal dysfunctions to the access provider of the User, in case of misuse of the Site or services by the User or due to the congestion of the Internet network in particular.

The Company declines any responsibility for any damage or loss related to the use or the impossibility of using the Site or its content, except for exceptions provided by law.

8.2 Modification of the Site

It is understood that the content of the Site is not fixed. Thus, all information contained on the Site is subject to be modified at any time, given the interactivity of the Site, without it engaging the responsibility of the Company.

8.3 Availability of the Site

The Company has an obligation of means for the provision of Services. It thus disengages itself from any responsibility for any unavailability, suspension or interruption of the Site or the Services that may occur as part of maintenance operations, hardware or software upgrades, emergency repairs of the Site or due to circumstances beyond its control (for example, but not limited to, in case of technical breakdown or failure of telecommunication links and equipment).

The Company strives to take appropriate measures to limit these disruptions to the extent that they are attributable to it.

Furthermore, the Company cannot be held responsible for indirect or unforeseeable damages as defined by articles 1150 and 1151 of the French civil code.

In accordance with article 1992 of the French Civil Code, the Company's liability can only be sought in case of fraud or faults committed in its management.

8.4 Use of the Site

The Company wishes to draw Creators' and Users' attention to the fact that by using the Site or Services and/or by posting content and information on the Site, some of the actions carried out on the Site and some information published will be made public and accessible to everyone. The Company therefore calls Creators and Users to be cautious about the consequences this disclosure may have on their privacy (for example, when describing a Fundraiser or when Contributing to a Fundraiser). For more information, you are invited to consult Ulule's Privacy Policy.

Once this information is published, the Company cannot be held responsible for the consequences of this disclosure.

The Company also wishes to draw Creators' and Users' attention to the fact that by posting content and information on the Site, they may disclose to the Company and/or the public personal data concerning third parties. The Company therefore calls Creators and Users to be cautious about the consequences this disclosure may have, for which they are solely responsible. They must therefore ensure that they have the right to disclose such data. For more information, you are invited to consult Ulule's Privacy Policy.

Once this data is communicated, the Company cannot be held responsible for the consequences of this disclosure.

The information provided by a User or Creator must be sincere, accurate and conform to reality. The consequences of their disclosure on their life and/or that of third parties are the exclusive responsibility of the User or Creator concerned.

It is reminded that the User takes the initiative to disclose and disseminate on the Site information, data, texts, content, photos, videos concerning himself. Thus, the User assumes full responsibility and renounces any recourse against the Company, in particular on the basis of the infringement of his right to image, his honor, his reputation, the intimacy of his private life, resulting from the dissemination or disclosure of information concerning himself, subject to legal provisions of public order.

The Company does not guarantee that the information presented is detailed, complete, verified or accurate. Documents, information, descriptive sheets, and, in general, any content present on the site are provided "as is", without any express or tacit guarantee of any kind.

The Company cannot be held responsible for the inaccuracy of information and content provided by other Users and/or the User himself.

Moreover, the Company cannot be held responsible for contents disseminated by a User likely to infringe the rights of one or several other Users or third parties.

8.5 Interaction between Internet Users

The Company disengages itself from any responsibility in case a dispute would arise between Users and/or Visitors and/or Creators who came into contact on the Site.

8.7 Hyperlinks

The Site contains links to third-party websites.

Linked sites are not under the control of the Company, and the Company is not responsible for the contents of these linked sites. The Company provides these links for convenience, and a link does not imply that the Company endorses or recommends the linked site nor that the Company is affiliated with it.

Linked sites are owned and operated by independent resellers or service providers, and as such, the Company cannot guarantee that you will be satisfied with their products, services, or business practices.

It is up to the User to perform all checks he deems necessary or appropriate before proceeding with any transaction with any of these third parties.

Article 9. Intellectual Property

9.1 Content Disseminated by the Company

9.1.1 Ownership of the Site and its Content

Brands (including Ulule) as well as derived logos are the intellectual property of the Company.

More generally, all rights, patrimonial and moral, of intellectual property, related to the content and information elements of the site belong to the Company, subject to any patrimonial right that may belong to a third party and for which the Company has obtained rights assignments or necessary authorizations.

The rights granted to the User for the use of the Site and the services provided by the Company do not entail any assignment nor any authorization to exploit or use any of the elements of the site.

All elements of intellectual property, including brands, designs, texts, hyperlinks, logos, images, videos, sound elements, software, layout, databases, codes, etc., contained on the Site and on associated sites are protected by national and international intellectual property law. They remain the exclusive property of the Company and/or its partners.

Consequently, except for prior and written authorization from the Company and/or its partners, the User may not proceed to any reproduction, representation, re-edition, redistribution, adaptation, translation and/or transformation, partial or integral, or a transfer to another site of any element composing the Site.

Users are authorized to reproduce on third-party websites the Ulule logo, but only to promote their Fundraiser and/or the Ulule site.

The User acknowledges and is aware that non-compliance with this prohibition constitutes an act of infringement punishable civilly and criminally.

9.1.2 Rights of the Database Producer

The Company is the producer of the database constituted by the Site within the meaning of articles L.341-1 and following the French Intellectual Property Code. Any extraction or use of the content of the database not expressly authorized can engage the civil and/or criminal liability of the author of the facts. The Company reserves the possibility to seize all legal means against people who would not have respected this prohibition.

9.2 Content Disseminated by Users

The User grants to the Company a license to use the intellectual property rights attached to the contents provided by the concerned User for the purpose of dissemination on the Site.

This license includes in particular the right for the Company to reproduce, represent, adapt, translate, digitize, use or sub-license the contents concerning the User (information, images, videos, description, search criteria, etc.) on all electronic communication media in the framework of providing its Services.

This license authorizes in particular the Company to present the Fundraisers on partner sites, or to allow partner sites to retrieve the data of these Fundraisers to present them on their own communication media online or offline.

The User expressly authorizes the Company to modify said contents to comply with the graphic charter of the Site or other communication media mentioned above and/or to make them compatible with its technical performances or the formats of the concerned supports.

These rights are granted worldwide and for the entire duration of execution of these General Terms and Conditions between the User and the Company.

The User is also prohibited from copying, reproducing, or otherwise using the contents relating to other Users other than for the strict needs of using the Services for personal and private purposes.

Article 10. Suspension and Interruption of Services

Without this creating an obligation to check the content, the accuracy, and the consistency of the contents, the Company is entitled to refuse, in accordance with press and publication usage and custom, the insertion of a Fundraiser.

The Company is free to delete or modify, before or after its dissemination, any content on the Site that is not in relation with the content normally expected, the editorial line of the Site or disrespectful of laws and regulations in force.

To this end, the Company is entitled to perform electronic monitoring to spot controversial contents. The Company reserves the right to suspend or limit access to the services subscribed by the User publishing contents disrespectful of laws and regulations in force, after having informed the interested party by any means.

Thus, without prejudice to the provisions of Article 12 "Termination", in case of non-fulfillment by a User of any of his obligations, the Company reserves the right to block any Fundraiser or content of the User concerned, to delete litigious messages or contents whatever their nature, to prevent the publication of all or part of a Fundraiser, and/or to block his access to all or part of the Services, temporarily or permanently, without counterpart or refund and without prejudice to the actions that could be exercised against the User.

In case of suspension and whatever the cause, the Company reserves the right not to refund, as a penalty clause, all or part of the credited amounts and which it deems necessary to repair the prejudice, whatever its nature, it could have eventually suffered.

Article 11. Force Majeure

The Company's responsibility cannot be sought if the execution of one of its obligations is prevented or delayed due to a case of force majeure as defined by the jurisprudence of French Courts and including, without this list being exhaustive, natural disasters, fires, the blocking of transportation means for any reason, total or partial strikes, internal or external to the company, company lock-out, the blocking of telecommunications or computer networks by any means (power failure, computer virus, etc.), government or legal restrictions.

Article 12. Termination

The User or Creator may request at any time the termination of his account, either directly via his user interface, by email at [email protected], or by mail addressed to ULULE SAS, 10 rue de Penthièvre, 75008 Paris, France.

These General Terms and Conditions of Use may be terminated by the Company subject to a notice period of one (1) month.

Furthermore, in case of non-execution or non-respect by the User of one of the obligations and stipulations provided in these presents, the Company may modify, suspend, limit or delete the access to the Site within a period of fifteen (15) days following a formal notice addressed to the User remained without effect, without the latter being able to claim any compensation of any kind, without prejudice to damages and interests that the Company would be entitled to claim to repair the suffered prejudice.

In case of serious breach of one of the provisions of the General Terms of Use, the Company will be well founded to terminate the account of the User without notice or formal notice, without any compensation and without prejudice to damages and interests that the Company would be entitled to claim to repair the suffered prejudice.

In case of termination, the ongoing Fundraisers during the Collection Period may then be stopped and the related Contributions give rise to a refund of the concerned Contributors.

Article 13. Final Provisions

13.1 Correspondence – Proof

The correspondences exchanged between the Company and the Users are mainly assured by email. Thus, in application of articles 1316 and following of the French civil code, the User recognizes and accepts that the information delivered by the Company by email and on the Site have authority between the parties and receive the same probative force as a handwritten writing.

13.2 Notifications

Unless expressly stipulated otherwise, notifications between the parties to these presents are made by email.

Notifications are deemed to have been received 24 hours after the email is sent, unless the sender is notified of the invalidity of the email address.

13.3 Applicable Law

By express agreement between the parties, these General Terms and Conditions of Use and the operations resulting from them are governed by French law.

They are written in French. In case they are translated into one or more languages, only the French text shall prevail in case of dispute.

13.4 Dispute Management

In case of difficulty or dispute between the parties regarding the interpretation, execution or termination of these General Terms and Conditions of Use, the parties must endeavor to resolve it in the best way and agree to seek an amicable solution in the spirit of these General Terms and Conditions of Use.

In case of dispute, you can submit a written complaint to our Customer Service, by email: [email protected] or by mail addressed to the following address: Ulule, Customer Service, 10 rue de Penthièvre 75008 Paris, France.

If you are not satisfied with the response provided by our Customer Service, or in case of absence of response within 2 months, you can refer to our Mediator - MEDIAFRAMA, for any claim introduced during the last twelve (12) months, electronically: www.mediaframa.com or by mail addressed to the following address:

The Mediator MEDIAFRAMA 41, Rue Simon Vollant Parc d’activité de la Cessoie Bâtiment B 59130 LAMBERSART

The solution proposed by the Mediator does not bind the parties, who remain free at any time to withdraw from the mediation process.

Consumer mediation:

• applies only to individual contributors;

• is limited to relations between funders and platforms (excluding relations with a Creator or a Payment Service Provider)

Failing an amicable solution, the most diligent party will seize the competent Courts.

BEING SPECIFIED THAT ANY DISPUTE WITH A USER ACTING AS A MERCHANT AND RELATED TO THE INTERPRETATION, EXECUTION OR TERMINATION OF THESE GENERAL TERMS AND CONDITIONS IS UNDER THE JURISDICTION OF THE COMMERCIAL COURT OF PARIS.

13.5 Divisibility

In case one or more stipulations contained in the General Terms and Conditions of Use are declared null, the validity of the other stipulations of these presents is in no way affected.

The stipulations declared null will be, in accordance with the spirit and the object of these presents, replaced by other valid stipulations, which, given their scope, come as close as permitted by law, to the stipulations declared null.

13.6 Waiver

The fact that the Company does not avail itself, at a given moment, of one of the provisions of these General Terms and Conditions of Use cannot be interpreted as waiving by the Company to avail itself of it later.

13.7 Assignment/Substitution

The Company reserves the right to assign to any third party of its choice all or part of its rights and obligations under these General Terms and Conditions or to substitute any third party for the execution of these presents, which the User accepts without reservation.

Legal Notices

14.1 Identification of the Publisher

The User is informed that the Site is published by the Company ULULE, a Simplified Joint Stock Company with a capital of 293,478 Euros, registered with the RCS of PARIS under the number 794 710 830, registered as an Intermediary in Crowdfunding (IFP) with ORIAS under number 17003008, whose registered office is located at 10 rue de Penthièvre 75009 Paris, France. Individual tax identification number (VAT number): FR57794710830. Our services can be reached via the user support, at the email address [email protected].

14.2 Director of Publication

The Director of Publication of the Site is Mr. Alexandre BOUCHEROT, whose email address is [email protected]

14.3 Host of the Site

The Site is hosted by the Company Enix whose contact details are as follows:

Enix, a simplified joint stock company with a capital of 8,100 Euros, registered with the Paris RCS under number B 481 912 970, whose registered office is located at 40 rue de Cléry, 75002 Paris, France.

14.4 Contact for Any Complaint Concerning the Site and/or its Content

The email contact for any complaint 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 ”,

or

The client, a legal or physical person resigning in a Member State of the European Union or in a State that is part of the European Economic Area, or in a third-party country imposing equivalent obligations in terms of the fight against money laundering and the financing of terrorism, acting exclusively on their own behalf for non-professional purposes,

hereinafter, referred to as the “ Account Holder ” or “ Consumer Account Holder ”, party of the first part,

and,

MANGOPAY SA  a société anonyme  [joint-stock company] governed by Luxembourg law, with capital of 2,000,000 euros, the registered office of which is located at 10 Boulevard Royal, L-2449 Luxembourg and registered in the Luxembourg Business and Companies Registry under number B173459, authorised to exercise their activity in the European Economic Area as an independent establishment, in the capacity of an electronic money institution authorised by the Luxembourg Commission de Surveillance du Secteur Financier  [Oversight Commission of the Financial Sector], 283 route d’Arlon L-1150 Luxembourg,   www.cssf.lu ,

hereinafter, referred to as the “ Service Provider ”, party of the second part,

hereinafter, referred to separately as a “ Party ” and together as the “ Parties ”.

Note

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.

1. Definitions

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.

2. Purpose

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.

5.4. Reimbursement

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.

6. Reporting

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.

14. Security

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.

They undertake:

(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.