TERMS AND CONDITIONS
SECTION 1. Crowd2Let Capital Ltd CROWDFUNDING AGREEMENT
SECTION 2. General Website TERMS AND CONDITIONS
SECTION 3. MangoPay TERMS AND CONDITIONS
SECTION 1. Crowd2Let Capital Ltd CROWDFUNDING AGREEMENT
These are the terms and conditions on which all your investments in Crowdfunding Companies on the Crowd2Let crowdfunding platform at https://www.crowd2let.com (the “Website”) will be held. The Website is operated by Prosper Capital LLP (the “Operator”). The Operator is authorised and regulated by the Financial Conduct Authority, whose address is 25 The North Colonnade, London E14 5HS. In accordance with FCA Rules the Operator proposes to treat you as a Retail Client. Unless otherwise agreed, the Operator will communicate with you in English. You may contact the Operator, and the Operator may contact you, by telephone, in writing and by email.
1.1 The following terms shall have the following meanings in this Agreement:
“Application” the online application form which will be completed by you each time you make an investment in a Crowdfunding Company on the Website;
“Conflicts Policy” our policy on managing conflicts of interest;
“Crowdfunding Company” means a company which you have invested in or which is available for you to invest in through the Website;
“Administrator” Woodside Corporate Services Limited or such other person as is authorised and regulated by the FCA and whom the Operator may appoint to provide receiving agent, custodial or nominee services for the Website;
“FCA” the Financial Conduct Authority (or any successor regulator);
“FCA Rules” all relevant rules and regulations made by the FCA from time to time which affect our performance of this Agreement;
“Investment Documentation” means the terms and conditions of each investment in a Crowdfunding Company, which must be accepted by you on the Website before you can invest;
“Investors” investors who invest in one or more of the Crowdfunding Companies;
“Nominee” WCS Nominees Limited, (an associate of the Administrator) or any other nominee or custodian appointed by the operator;
“Property Manager” means MRA Property or such other property management company as may be appointed by each Crowdfunding Company to manage the property held by it;
“Start Date” the date upon which you first invest in the Website under the terms of this
“Subscription Price” the subscription price to be paid for your Shares under the terms of the Investment Documentation;
“your Account” means the total of:
(a) all shares held by you in Crowdfunding Companies; and
(b) all cash held on your account (after deduction of expenses and charges);
“your Shares” means the shares held by you in each Crowdfunding Company you invest in.
1.2 Where this Agreement uses and defines a term that is also used in the Investment Documentation, the definition in this Agreement prevails.
1.3 Words and expressions defined in the FCA Rules which are not otherwise defined in the Agreement shall, unless the context otherwise requires, have the same meaning in this Agreement.
1.4 Any reference to a statute, statutory instrument, rules or regulations are taken to refer to such statute, statutory instrument, rules and regulations amended, re-enacted or replaced from time to time and to any codification, consolidation, re-enactment or substitution of them.
2.1 This Agreement comes into force on the date you electronically sign the Application (or, if later, the date on which we complete any relevant procedures for the verification of your identity etc., in accordance with prevailing anti-money laundering regulations).
2.2 By completing and electronically signing the Application, you:
(a) appoint the Operator as manager of your Account;
(b) appoint the Administrator to act as custodian of investments in your Account; and
(c) agree to the terms of this Agreement.
2.3 Under the FCA rules you have the right to cancel this Agreement for a period of up to 14 days. In this regard, you are advised that:
(a) in order to cancel this Agreement, you must ensure that your written instructions to cancel are dispatched to the Administrator before the expiry of the 14 day cancellation period;
(b) if you cancel in accordance with (a), we will arrange for the return of your Subscription Price (but will deduct bank and transfer chatges (including charges levied by any electronic money provider) together with our expenses incurred in relation to your application to invest. We will use reasonable endeavours to return the balance of your Subscription Price within 30 days of receipt of your written instructions to cancel; and
(c) the cancellation right under this clause 2.3 applies only to any subscription in the 14 days and does not require us to cancel any previous investments which may already have been made for your Account.
2.4 The Operator is entitled at its discretion to reject your application in part or in full.
3.1 There is no limit to the number of Crowdfunding Companies that you may invest in under this Agreement but your investment in any one Crowdfunding Company may not exceed the maximum amount being raised by that Crowdfunding Company at the time you invest. The minimum amount that may be invested in any Crowdfunding Company, after deduction of any charges, is £500. If you pay the Subscription Price using an electronic money provider, payment will be subject to a separate contract between you and the electronic money provider. Any cash amounts paid to a Crowdfunding Company will be held in your Account in the name of the Administrator until it is used to subscribe for shares in a Crowdfunding Company. No interest will be payable to you on any amounts held in your Account.
3.2 Subject to this Agreement (and in particular but without limitation clause 3.4 below) and the Investment Documentation, we will exercise all rights relating to your Shares (including the execution of contracts on your behalf). We shall not, except as expressly provided in this Agreement or unless otherwise authorised, have any authority to act on your behalf or as your agent.
3.3 Subject to 3.4 and 5.6 below, you shall retain the right to exercise or direct the exercise of all voting and other rights attaching to your Shares. If your vote is required in relation to any of your Shares, we will request your guidance as to how you wish your vote to be exercised and shall direct the Nominee to vote in accordance with the wishes of the majority (by investment amount) of those Investors who respond.
3.4 You accept that we shall have the discretion to sell your Shares in a Crowdfunding Company or the property underlying the Crowdfunding Company where we believe that to do so is in the overall best interests of all Investors in that Crowdfunding Company.
3.5 We have categorised you as a retail client for FCA Rules purposes and accepted your application to invest in Crowdfunding Copanies through the Website on the basis of an assessment of this type of investment is suitable for you. That assessment has been conducted through your having provided us with information in the suitability questionnaire you completed when you registered as a user of the Website. We will rely on this information in assessing the suitability of the investment for you. You must let us know immediately if your circumstances change and this information is no longer correct.
4.1 In general, the number of shares in a Crowdfunding Company allocated to you will be calculated with reference to the proportion of money invested by you pro rata to the total amount of money invested by other investors into a particular Crowdfunding Company. Minor variations in the allocation made on behalf of your Account may occur in order to enable Investors to hold whole shares or other securities.
4.2 Crowdfunding Companies are unlisted private companies and it is unlikely that you will be able to sell your Shares until the property is sold and the Crowdfunding Company is wound up.
5.1 By virtue of this Agreement and the Administrator’s Terms of Business, the Administrator will arrange for the safekeeping of investments and cash in your Account from time to time, and for the settlement of transactions, collection of income and the effecting of other administrative actions in relation to your Account. We have assessed the Administrator in accordance with the FCA Rules to ensure that it is an appropriate person to carry out its functions under this Agreement.
5.2 All investments in your Account will be registered in the name of the Nominee. They will therefore be beneficially owned by you at all times, although the Nominee will have the legal title to them and will hold any documents evidencing ownership.
5.3 Neither the Operator nor the Administrator may, subject to clause 5.4, lend your Account’s investments or documents evidencing ownership to a third party or borrow against the security of such investments or documents.
5.4 Individual customer entitlements will not be identifiable by separate certificates or other physical documents or external electronic record. In the event of an irreconcilable shortfall were the Nominee to default, all Investors will share in that shortfall pro-rata to their investments. On occasion, investments may be used to settle another person’s transaction, which will not affect the Administrator’s record of your entitlements. The Administrator may deliver or accept delivery of certificates on behalf of the Nominee. The Administrator accepts responsibility for holdings in the name of the Nominee and for the acts and omissions of the Nominee. The Nominee holds your Shares in a trust under which the interests of all Investors are created or extinguished on the making of acquisitions or disposals in accordance with this Agreement.
5.5 We or the Administrator may realise an investment in your Account in order to discharge any obligation that you may have under the Agreement, for example the payment of fees, costs and expenses.
5.6 You irrevocably empower and authorise us to direct the Administrator to exercise any conversion, subscription, voting or other rights relating to investments in your Account (which we may nevertheless exercise or refrain from exercising, at our discretion). You acknowledge and agree that the Administrator is not obliged to seek or to accept any instruction or direction directly from you to exercise any rights in respect of any investment in your Account.
5.7 Cash received from you or on your behalf will be deposited with an authorised credit institution in the UK in the name of the Administrator and with customer trust status, together with cash balances belonging to deposits held by the Administrator on behalf of third parties. Cash within your Account will be treated as client money (as understood under the FCA Rules), and will be deposited by the Administrator in a client bank account in the name of the Administrator with an authorised credit institution in the UK. No interest will be payable to you on any amounts held within your Account.
6. REPORTS AND INFORMATION
6.1 You will receive half yearly statements produced by the Administrator in respect of your Account for the periods ending on or around 5 April and 5 October.
6.2 Reports on your investments are available in your Crowd2Let dashboard
6.3 Details of dividends which are received in respect of investments in your Account will be provided in respect of each tax year ending 5 April and appropriate statements sent to you in accordance with sections 1105 of the Corporation Taxes Act 2010.
6.4 Contract notes will be provided on the Website for each transaction for your Account.
7. FEES AND EXPENSES
7.1 An initial fee of 5% of your Subscription Price will be payable to us.
7.2 Crowdfunding Companies will generally employ the Property Manager to manage property held by them. The fees of the Property Manager will be set out in the Investment Documentation, 9% of the gross rental yield will be charged by the Property Manager to each Crowdfunding Company.
7.3 An administration and compliance fee of 1% of the gross rental yield will also be charged by the Operator to each Crowdfunding Company. Should we or our associates receive transaction, directors or other fees from Crowdfunding Companies or third parties, we or our associates shall be entitled to retain these fees in full.
7.4 The Operator and the Administrator shall both be entitled to recover reasonable expenses incurred in relation to their respective functions under this Agreement.
7.5 The Administrator may deduct from your Account or the Crowdfunding Companies:
(a) an administration fee at the rate of £50 per annum payable in advance; and
(b) a dealing commission of 0.35% of the value of each transaction made on your behalf.
7.6 All fees, costs and expenses that are subject to VAT or any other taxation will be payable from your Account together with a deduction for VAT or such other taxation.
7.7 If at any time your Account does not have sufficient cash liquidity to pay in full any fees or expenses (plus VAT or other tax where appropriate) as and when these become due, we will carry forward such unpaid amounts and debit them to your Account when dividends are paid or when sufficient cash is generated through realisations of investments. Please note that we will provide for sufficient cash to be retained in your Account following realisations of your Shares to cover fees which we reasonably anticipate to fall due for a rolling 12 month period; this means that not all monies received from realisations in your Account will be available for immediate distribution. We reserve the right to charge interest on outstanding fees and will reflect any such interest actually charged in the periodic statements that you receive.
7.8 On termination, pursuant to clause 14, your liabilities, including fees and expenses, shall be allocated to your Account and, if there is insufficient cash, investments may be retained and/or realised in order to meet such outstanding liabilities.
8. YOUR OBLIGATIONS
8.1 By confirming your agreement to the Application you have made representations which we will rely upon. You must immediately inform us in writing of any material change in circumstance and any change in the information provided in the Application.
8.2 In addition, you must provide us with any information which we or the Administrator may reasonably request for the purposes of administering your Account.
9. DELEGATION AND ASSIGNMENT
9.1 We or the Administrator may engage agents, including associates, to perform any of our respective functions under this Agreement. We or the Administrator (as applicable) will act in good faith and with due diligence in the selection, use and monitoring of these agents. Any such engagement of agents shall not affect our or the Administrator’s respective acknowledgment of liability under this Agreement.
9.2 For the avoidance of doubt, we will not be liable for the acts or omissions of the Administrator or the Nominee and neither the Administrator nor the Nominee will be liable for our acts or omissions.
10. INTERESTS AND DISCLOSURE
10.1 We may provide services to any person, including to the Crowdfunding Companies, and shall not in any circumstances be required to account to you for any profits earned in connection with such services. However, we will use reasonable endeavours to ensure fair treatment as between you and other customers of the Operator in accordance with the FCA Rules and the Conflicts Policy.
10.2 We may promote transactions in which we or any associate of ours may have, directly or indirectly, a material interest or in relation to which we may have a relationship of any description with another party, which may involve a potential conflict with our duty to you. However, our employees are required to comply with the Conflicts Policy and disregard any such interest, relationship or arrangement when managing your Account.
10.3 A copy of the Conflicts Policy is available from us on request.
11.1 Both we and the Administrator will at all times act in good faith and with reasonable care.
11.2 We shall not be liable for any loss to you arising from any decision you make to invest or not to invest in any of the Crowdfunding Companies or for other action taken in accordance with this Agreement, except to the extent that such loss is directly due to our negligence, wilful default or fraud.
11.3 Neither we nor the Administrator shall be liable for any defaults of any counterparty, agent, banker or other person or entity which holds money, investments or documents of title for you or for the Crowdfunding Companies. Notwithstanding this, the Administrator is fully liable for the Nominee.
11.4 In the event of any failure, interruption or delay in the performance of our or the Administrator’s obligations resulting from acts, events or circumstances not reasonably within the relevant party’s control, neither we nor the Administrator shall be liable or have any responsibility of any kind for any loss or damage suffered by you. Such acts shall include: war, riot, fire, civil commotion or acts of terrorism; severe weather conditions; industrial action; acts of governmental or regulatory authorities and breakdown of computer or communications systems.
11.5 Shares in Crowdfunding Companies will generally be unquoted securities. Unquoted securities carry a higher degree of risk than securities quoted on a stock exchange or regulated market. There is a restricted market for such securities and it can be difficult to obtain reliable valuations for them. By signing the Application and entering into this Agreement you confirm:
(a) your understanding that there is no promise as to the performance of any of your Shares; and
(b) that you have properly considered the risk warnings set out in the Investment Documentation or have taken professional advice as to their significance and importance as you judged appropriate.
12. TERMINATION AND EXIT
12.1 Each Crowdfunding Company will generally seek to offer Investors an opportunity to exit around the fifth anniversary of the purchase of the underlying property. However, the property market is cyclical and there may not be an opportunity to exit at a reasonable price or at all at that time. Each Crowdfunding Company will decide, after taking advice from the Property Manager, when it is appropriate to offer Investors an opportunity to exit. At such time, you will be asked to indicate your preference as to whether the underlying property of that Crowdfunding Company should be sold and if the holders of 50% or more of the voting shares in that Crowdfunding Company vote that the underlying property should be sold, then the Property Manager will seek to arrange a sale of the underlying property. On a successful sale of the underlying property the Crowdfunding Company which held it will be wound up and the remaining assets, less costs of sale, tax, expenses, outstanding fees and any other liabilities will be returned to shareholders.
12.2 You may withdraw the uninvested and uncommitted portion of your investment held as cash by the Administrator from your Account prior to termination of your Account by giving written notice to us. Upon receipt of your withdrawal notice we will promptly arrange for the transfer to you of the amount of cash you wish to withdraw. You should note that:
(a) notice of withdrawal, once served, is irrevocable;
(b) notice to withdraw all of the cash value of your Account at a time prior to the making of any investments is the equivalent of notice by you to terminate this Agreement;
(c) if you serve notice to withdraw from your Account money of such amount as would in our opinion make the remainder of your Account uneconomic or impracticable to administer under the terms of this Agreement, we may at our discretion elect to treat that notice as equivalent to a notice to terminate this Agreement (and we will advise you accordingly in writing);
(d) other than in the case of a termination referred to in (c), we are entitled to treat a notice to withdraw as being subject to our right to retain sufficient cash within your Account to meet our fees under clause 7 on the full amount of your investments (as if the withdrawal had not occurred).
12.3 Subject to the provisions of clause 13, you may terminate this Agreement on not less than three months’ written notice to us. Termination shall not require us to procure any purchaser for the Shares in your Account, nor to purchase them for our own account, and accordingly we do not give any commitment in the event of your terminating this Agreement that we will be able to sell your Shares or transfer them to you prior to the date on which your Account is terminated under clause 13.1.
12.4 If we:
(a) give you not less than three months’ written notice of our intention to terminate the Website as a whole, or our role as operator of the Website; or
(b) cease to be appropriately authorised by the FCA or become insolvent; or
(c) are unable to procure an appropriately authorised custodian,
we shall endeavour to make arrangements to transfer the cash and Shares in your Account to another operator or custodian on the basis that the latter shall assume the required role under this Agreement. If, however, in any such circumstances, we are unable to appoint a successor, this Agreement shall at that point terminate and, subject to clause 13, investments in your Account shall be transferred into your name or as you may otherwise direct.
13. CONSEQUENCES OF TERMINATION
13.1 On termination of this Agreement, we will use reasonable endeavours to expeditiously complete all transactions in progress at termination.
13.2 Termination will not affect accrued rights, existing commitments or any contractual provision intended to survive termination and will be without penalty or other additional payments, except that you will pay fees, expenses and costs properly incurred by us up to the date of termination and payable under the terms of this Agreement.
13.3 On termination, we may retain cash and/or realise Shares in your Account as may be required to settle transactions already initiated and to pay your outstanding liabilities, including fees and expenses payable to us and the Administrator under clause 7.
14. CONFIDENTIAL INFORMATION
14.1 The Property Manager, Operator and the Administrator will at all times keep confidential all information acquired in consequence of their respective roles and duties as manager of the properties owned by the Crowdfunding Companies, operator of the Website and custodian of the investments comprised within your Account, except for information in the public domain; or which we, the Property Manager or the Administrator may be entitled or required to disclose by law; or regulation or by the FCA, HMRC or other government agencies; or given by us to professional advisers where reasonably necessary for the performance of their professional services; or which you authorise us, the Property Manager or the Administrator to disclose.
14.2 None of the Property Manager, Operator nor the Administrator shall be obliged to make use of any information which comes to the notice of an employee, officer or agent of theirs or of any respective associate but properly does not come to the actual notice of the personnel whom we or they respectively designate to actually provide services under this Agreement.
15. COMPLAINTS AND COMPENSATION
15.1 We and the Administrator have established procedures in accordance with the FCA Rules for consideration of complaints. Details of these procedures are available on request. Should you have a complaint, you should contact either us or the Administrator, as appropriate. If we or the Administrator cannot resolve the complaint to your satisfaction, you may be entitled to refer it to the Financial Ombudsman Service.
15.2 We and the Administrator participate in the Financial Services Compensation Scheme, established under the Financial Services and Markets Act 2000, which provides compensation to eligible claimants in the event of a firm being unable to meet its customer liabilities. Payments under the protected investment business scheme are limited to a maximum of £50,000 per person. Further information is available from us or the Administrator, and from the FSCS web site www.fscs.org.uk.
16.1 Notices of instructions to us should be provided electronically through the secure messaging service on the Website.
16.2 We may rely and act on any instruction or communication which purports to have been given by persons authorised to give instructions by you under the Application or subsequently notified by you from time to time and, unless we receive written notice to the contrary, whether or not the authority of such person shall have been terminated.
16.3 All communications which we make with you under this Agreement shall be in English.
16.4 You accept that we may communicate an unsolicited real time financial promotion (e.g. a telephone call promoting investments) to you.
17.1 We may amend this Agreement by giving you not less than 10 business days’ written notice by email to the email address provided by you when you first registered with the Website . We may also amend this Agreement by giving you written notice with immediate effect if such amendment is necessary in order to comply with the FCA Rules or other legal requirements.
17.2 All data which you provide to us or the Administrator is held by us or the Administrator subject to the Data Protection Act 1998. You agree that we and the Administrator may pass personal data:
(a) to other persons insofar as is necessary in order to provide services as set in this Agreement;
(b) to the FCA, HMRC and any other governmental or regulatory authority; and
(c) in accordance with all other applicable legal or regulatory requirements.
We will not share data obtained from you with other persons or in other circumstances without your prior consent.
17.3 We may assign this Agreement to any appropriately regulated associate, and will give you notice if we do so. You may not assign this Agreement as it is personal to you.
17.4 This Agreement, together with the Investment Documents, the Application and the Administrator’s Terms of Business, comprises the entire agreement between us, the Administrator and you relating to the administration of your Account.
17.5 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
17.6 If any provision of this Agreement shall be held to be invalid, unlawful or unenforceable to any extent, such provision shall not affect the validity, legality or enforceability of the remainder of this Agreement.
17.7 This Agreement shall be governed by and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts.
18. CONFIRMATIONS AND REPRESENTATIONS
18.1 By electronically signing the Application, you confirm each of the following:
(a) you are applying for Shares on your own behalf;
(b) before you invest in any Crowdfunding Company you will read the relevant Investment Documentation and take its provisions into consideration, in particular with regard to the risk factors;
(c) you acknowledge that we will collect any dividends and other entitlements arising on your Shares, and that as the beneficial owner of your Shares you will be liable for all personal taxation in respect of your Account; however, you agree and understand that tax may be deducted from payments due to you if it is due to be deducted under any applicable law and practice.
SECTION 2. General Crowd2Let Website TERMS AND CONDITIONS
These terms and conditions govern your use of this website; by using this website, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use this website.
You must be at least 18 years of age to use this website. By using this website and by agreeing to these terms and conditions you warrant and represent that you are at least 18 years of age.
License to use website
Unless otherwise stated, Crowd2Let.com and/or its licensors own the intellectual property rights in the website and material on the website. Subject to the license below, all these intellectual property rights are reserved.
You may view, download for caching purposes only, and print pages or OTHER CONTENT from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.
You must not:
• republish material from this website (including republication on another website);
• sell, rent or sub-license material from the website;
• show any material from the website in public;
• reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose;
- edit or otherwise modify any material on the website; or
- redistribute material from this website except for content specifically and expressly made available for redistribution .
Where content is specifically made available for redistribution, it may only be redistributed within your organisation .
You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this website without Crowd2Let.com express written consent.
You must not use this website to transmit or send unsolicited commercial communications.
You must not use this website for any purposes related to marketing without Crowd2Let.com express written consent.
Access to certain areas of this website is restricted. Crowd2Let.com reserves the right to restrict access to other areas of this website, or indeed this entire website, at Crowd2Let.com discretion.
If Crowd2Let.com provides you with a user ID and password to enable you to access restricted areas of this website or other content or services, you must ensure that the user ID and password are kept confidential.
Crowd2Let.com may disable your user ID and password in Crowd2Let.com sole discretion without notice or explanation.
In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this website, for whatever purpose.
You grant to Crowd2Let.com a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to Crowd2Let.com the right to sub-license these rights, and the right to bring an action for infringement of these rights.
Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or Crowd2Let.com or a third party (in each case under any applicable law).
You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
Crowd2Let.com reserves the right to edit or remove any material submitted to this website, or stored on Crowd2Let.com servers, or hosted or published upon this website.
Notwithstanding Crowd2Let.com rights under these terms and conditions in relation to user content, Crowd2Let.com does not undertake to monitor the submission of such content to, or the publication of such content on, this website.
This website is provided “as is” without any representations or warranties, express or implied. Crowd2Let.com makes no representations or warranties in relation to this website or the information and materials provided on this website.
Without prejudice to the generality of the foregoing paragraph, Crowd2Let.com does not warrant that:
this website will be constantly available, or available at all; or
the information on this website is complete, true, accurate or non-misleading.
Nothing on this website constitutes, or is meant to constitute, advice of any kind. If you require advice in relation to any legal, financial or medical matter you should consult an appropriate professional.
Limitations of liability
Crowd2Let.com will not be liable to you (whether under the law of contact, the law of torts or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this website:
to the extent that the website is provided free-of-charge, for any direct loss;
for any indirect, special or consequential loss; or
for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.´ü¼
These limitations of liability apply even if Crowd2Let.com has been expressly advised of the potential loss.
Nothing in this website disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit; and nothing in this website disclaimer will exclude or limit Crowd2Let.com liability in respect of any:
death or personal injury caused by Crowd2Let.com negligence;
fraud or fraudulent misrepresentation on the part of Crowd2Let.com; or
matter which it would be illegal or unlawful for Crowd2Let.com to exclude or limit, or to attempt or purport to exclude or limit, its liability.
By using this website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable.
If you do not think they are reasonable, you must not use this website.
You accept that, as a limited liability entity, Crowd2Let.com has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against Crowd2Let.com officers or employees in respect of any losses you suffer in connection with the website.
Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in this website disclaimer will protect Crowd2Let.com officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as Crowd2Let.com.
If any provision of this website disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this website disclaimer.
You hereby indemnify Crowd2Let.com and undertake to keep Crowd2Let.com indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Crowd2Let.com to a third party in settlement of a claim or dispute on the advice of Crowd2Let.com legal advisers) incurred or suffered by Crowd2Let.com arising out of any breach by you of any provision of these terms and conditions , or arising out of any claim that you have breached any provision of these terms and conditions .
Breaches of these terms and conditions
Without prejudice to Crowd2Let.com other rights under these terms and conditions, if you breach these terms and conditions in any way, Crowd2Let.com may take such action as Crowd2Let.com deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.
Crowd2Let.com may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of this website from the date of the publication of the revised terms and conditions on this website. Please check this page regularly to ensure you are familiar with the current version.
Crowd2Let.com may transfer, sub-contract or otherwise deal with Crowd2Let.com rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.
You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.
If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
These terms and conditions constitute the entire agreement between you and Crowd2Let.com in relation to your use of this website, and supersede all previous agreements in respect of your use of this website.
Law and jurisdiction
These terms and conditions will be governed by and construed in accordance with GOVERNING LAW , and any disputes relating to these terms and conditions will be subject to the non- exclusive jurisdiction of the courts of JURISDICTION .
SECTION 3. MangoPay TERMS AND CONDITIONS
Version of July, 15th 2020
Entered into between: The client, a legal or physical person registered in the Business and Companies Registry (or a national business registry or any other equivalent professional organisation) in a Member State of the European Union or in a State that is part of the European Economic Area, or in a third-party country imposing equivalent obligations in terms of the fight against money laundering and the financing of terrorism, acting exclusively on their own behalf for professional purposes (commercial, industrial, artisanal or independent),
hereinafter, referred to as the “Account Holder” or “Professional Account Holder”,
The client, a legal or physical person resigning in a Member State of the European Union or in a State that is part of the European Economic Area, or in a third-party country imposing equivalent obligations in terms of the fight against money laundering and the financing of terrorism, acting exclusively on their own behalf for non-professional purposes,
hereinafter, referred to as the “Account Holder” or “Consumer Account Holder”, party of the first part,
MANGOPAY SA a société anonyme [joint-stock company] governed by Luxembourg law, with capital of 12,700,000 euros, the registered office of which is located at 2, Avenue Amélie, L-1125 Luxembourg and registered in the Luxembourg Business and Companies Registry under number B173459, authorised to exercise their activity in the European Economic Area, in the capacity of an electronic money institution authorised by the Luxembourg Commission de Surveillance du Secteur Financier [Oversight Commission of the Financial Sector], 283 route d’Arlon L-1150 Luxembourg, www.cssf.lu,
hereinafter, referred to as the “Service Provider”, party of the second part,
hereinafter, referred to separately as a “Party” and together as the “Parties”.
The Account Holder is asked to carefully read this Framework Contract provided to them by the Platform before accepting it. They are asked to download a hard copy of it. By default, communication with the Service Provider is always carried out through the Platform, according to the terms established in the General Conditions of the Site, except when a distinct communication method is established in the Contract.
For the purposes hereof, the terms hereinbelow are defined as follows:
“Authentication”: indicates the procedures defined by the Platform in order to identify the Account Holder or the validity of a Payment Order. These procedures include using the Personalised Security Data and the Identification Data.
“Strong Authentication”: indicates the Authentication procedures defined by the Platform and that respond to the requirements of European Directive 2015/2366 of 25 November 2015. This Strong Authentication specifically includes elements that allow for establishing a dynamic link between the Operation, the amount and the Beneficiary.
“Banks”: indicate credit institutions in charge of protecting funds collected by the Service Provider on behalf of the Account Holder. These funds are safeguarded in an account opened for this purpose, held by a credit institution designated by the Service Provider.
“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 PaymentAccount 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 theAuthentication procedure or Strong Authentication.
“Identification Data”: indicates the unique identifier and the password of the Account Holder, that allows them to access their Personal OnlineArea.
“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 theAccount 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 PaymentAccount 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 OnlineArea.
“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 PaymentAccount.
“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 PaymentAccount and use the Payment Services on their behalf.
“Platform”: indicates the entity, 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 theAccount 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 putAccount 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 PaymentAccount is opened to use the Payment Services.
“User”: indicates any legal or physical person having transferred funds to an Account Holder through the Site using their Card or any other Payment Method accepted by the Service Provider to transfer funds.
The Framework Contract has the purpose of defining the conditions in which the Service Provider provides Payment Services to theAccount Holder in return for payment as defined in Article 11 herein.
These Payment Services include:
– opening and managing the PaymentAccount,
– 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
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.
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, theAccount 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 theAccount Holder providing certifications and information in order to validate their status in regard to these agreements.
4. Opening anAccount
4.1.Necessary and Prior Conditions for Opening anAccount
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 anAccount
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 theAccount 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 professionalAccount 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 theAccount 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 theAccount Holder, the beneficial owners, or a specific Payment Operation.
4.2.2. Restriction of the PaymentAccount
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 theAccount 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, theAccount 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 OnlineArea. No Order may be withdrawn by theAccount Holder after the date upon which it is deemed to irrevocably have been received, which is from the Date of Receipt.
Before issuing a Transfer Order, the Account Holder (or the Platform acting on their behalf) must ensure that they have a sufficient amount of credit available in their Account to cover the amount of the Payment Operation and the related fees as established in the Price Conditions. If necessary, they must credit their Account before the Order is validly transferred to the Service Provider to carry it out.
It is expressly agreed that the Payment Orders are executed at the latest at the end of the Business Day following the Date of Receipt of the Order by the Service Provider (and on the agreed-to execution date for standing or timely transfers). Any Payment Order received after 4:00 p.m. by the Service Provider will be deemed to have been received the following Business Day. If the Date of Receipt is not a Business Day, the Payment Order will be deemed to have been received the following Business Day.
For each Transfer Operation, the Account Holder may request from the Service Provider to be provided with a Hard Copy of the information related to the maximum execution time frame of this specific operation, the fees that they owe and, if it be the case, the details regarding these fees.
The Service Provider may be required to refuse to execute a Transfer Order that is incomplete or erroneous. The Account Holder must reissue the Order so that it is in proper conformity. Furthermore, the Service Provider may block a Transfer Order in the event of serious doubt regarding fraudulent use of the Account, unauthorised use of the Account, breach of security of the Account, in the event of a freeze issued by an administrative authority or for any other reason.
In the event a Transfer Order is refused or blocked, the Service Provider will inform the Account Holder thereof by any means. If possible, the Service Provider will indicate to the Account Holder the reasons for this refusal or blockage, unless it is prohibited from doing so due to a pertinent provision of national law or European Union law.
The Account Holder may at any time transfer instructions to cancel a transfer of funds in order to reimburse a User. The Account Holder will access the Site indicating their identifier and password. They will indicate, in their Personal Online Area, the amount of the reimbursement, the currency, the User to be reimbursed and any other required information.
The reimbursement operation is carried out by the Service Provider by crediting the Card used by the User or by transfer using the original payment methods, within the limit of the available balance in the Account and the rules for each network and SEPA rules within five (5) Business Days following the Service Provider’s receipt of the request for reimbursement.
5.5.Specific Provisions for Services Initiating Payment and Information on Accounts Provided by Third-Party PSP
When a Wire Transfer Order is consented to by a Third-Party PSP offering the services of initiating payment, this consent is agreed to between the Account Holder and said Third-Party PSP under the conditions agreed to between them. The Service Provider is not involved under these conditions and may in no way be held responsible in the event of a dispute related to providing this service by the Third-Party PSP following said conditions.
The Account Holder may not revoke a payment order after giving their consent that the Third-Party PSP providing the service of initiating payment initiates the Payment Operation.
If an unauthorised, unexecuted or improperly executed Payment Operation is initiated by the Third-Party PSP providing the service of initiating payment, the Service Provider, at the latest at the end of the following Business Day, shall immediately reimburse the Account Holder in the amount of the unauthorised, unexecuted or improperly executed operation and, if it be the case, refund the Account debited so that it is in the state that it would be in if the unauthorised or improperly executed Payment Operation had not taken place. The date on which the Account Holder’s Payment Account is credited shall not be dated later than the date upon which it was debited.
The Account Holder, in their Personal Online Area, has a statement of the Payment Operations carried out on the Payment Account available to them. They are asked to attentively acknowledge the list of these
operations. Operations statements may also, upon express request, be made available to the professional Account Holder for other time frames.
It is specified that for each Transfer Operation carried out by the Service Provider, the Account Holder has the following information available to them: the reference number of the Operation, the identification of the Beneficiary, the amount of the Operation, the date the Order is received, and if it be the case, the fees related to executing this Operation.
7. Access to the Payment Account and Confidentiality of Personalised Security Data
The Payment Account is accessible online in the Personal Online Area, by using the Identification Data and in compliance with the requested Authentication Procedure (or Strong Authentication Procedure, depending on the case).
The Account Holder must indicate the Identification Data of each Authorised Person. Each Authorised Person accepts to not use the name or Identification Data of another person. The Account Holder alone is responsible for the use of their identifier.
Each Authorised Person is fully responsible for maintaining the confidentiality of their Identification Data, as well as any other Personalised Security Data potentially provided to the Service Provider or the Platform. The Account Holder must take all reasonable measures to maintain the confidentiality and security of their Personalised Security Data. They also undertake to educate the Authorised Persons regarding the confidentiality and security of their own Personalised Security Data.
The Account Holder (and each Authorised Person) accepts to not communicate their Personalised Security Data to third parties. By way of exception, the Account Holder may communicate to authorised Third-Party PSP in a Member State of the European Union or in a State that is part of the European Economic Area agreement for information services regarding the accounts and initiation of Payment Operation (such as defined in Article 4 of European Directive 2015/2366, called “PSD2”). The Account Holder must ensure that this Third-Party PSP is authorised for the above-mentioned services and that it accesses the Personalised Security Data in a secured environment.
8. Objection Regarding Personalised Security Data
The Account Holder must inform the Platform of the loss or theft of their Personalised Security Data, of any misuse or unauthorised use of their Personal Online Area or data relating to them as soon as they become aware of this and request that it be blocked. This declaration must be carried out:
– by making a telephone call to the Platform Customer Service at the number indicated in the General Conditions of the Site; or
– directly by electronic message through the contact form accessible on the Site.
The Service Provider, through the Platform, shall immediately execute the request for objection. The event will be recorded and date/time stamped. An objection number with date/time stamp will be provided to the Account Holder. Written confirmation of this objection will be sent by the Platform to the Account Holder in question by electronic message. The Service Provider will take administrative responsibility of the file and keep all proof relating to it for 18 (eighteen) months. Upon written request of the Account Holder and before this time frame expires, the Service Provider will provide a copy of this objection.
Any request for objection must be confirmed immediately by the Account Holder in question, by a letter signed by the latter, provided or sent by registered mail, or email, to the Service Provider at the postal address indicated hereinabove or at the address indicated in the General Conditions of the Site.
The Service Provider will not be held responsible for the consequences of an objection sent by fax or email that does not come from theAccount Holder.
Arequest 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 theAccount 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 AllAccount 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.ProvisionsApplicable to ProfessionalAccount Holders
ProfessionalAccount 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 theAccount Holder.
10.3.ProvisionsApplicable to ConsumerAccount 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 theAccount 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.
TheAccount Holder is also not held responsible:
– if the unauthorised Payment Operation is carried out by diverting the Personalised Security Data, without theAccount Holder’s knowledge;
– in the event of counterfeiting the Personalised Security Data, if, at the time of the unauthorised Payment Operation, theAccount 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 theAccount 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 theAccount 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 theAccount 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 theAccount Holder via the Platform
Any Account Holder may refuse the proposed modifications and must notify their refusal to the Platform Customer Service by registered letter with acknowledgment of receipt two (2) months before the proposed modifications enter into force (post office stamp being proof thereof) to the address indicated in the General Conditions of the Site.
Lacking notification of refusal before the indicated date that they enter into force, the Account Holder will be deemed to have accepted the proposed modifications. The relationship between the Parties after the date of entry into force will then be governed by the new version of the Framework Contract.
In the event the Account Holder refuses, this refusal will give rise, without fees, to the termination of the Framework Contract, as well as the transfer of the balance of the Payment Account in a time frame of thirteen (13) months following the date the termination takes effect in order to cover anything contested in the future.
Any legislative or regulatory provisions that make modifications necessary to any part of the Framework Contract will be applicable from the date they enter into force, without advance notice. However, the Account Holder will be informed thereof.
The Service Provider undertakes to ensure that the services are provided with respect to the applicable laws and regulations and best practices. Specifically, the Service Provider shall do what is necessary to ensure the security and confidentiality of the Account Holder’s data, in compliance with the regulation in force.
The Service Provider reserves the right to temporarily suspend access to the online Account for technical, security or maintenance reasons without these operations invoking any right to an indemnity of any kind. It undertakes to limit these types of interruptions to those that are strictly necessary.
However, the Service Provider shall not be held responsible to the Account Holder for potential errors, omissions, interruptions or delays of operations carried out via the Site that result from unauthorised access by the latter. The Service Provider shall not be held responsible for the theft, destruction or unauthorised disclosure of data that results from unauthorised access to the Site. Furthermore, the Service Provider remains outside of the scope of the legal relationship between the Account Holder and a User or between the Account Holder and the Site. The Service Provider will not be held responsible for defaults, breaches or negligence between a User and an Account Holder, or the Site and an Account Holder.
If the unique identifier or any other information necessary to carry out a Payment Operation provided by the Account Holder is inexact, the Service Provider cannot be held responsible for the improper execution of said Service.
The Platform alone is responsible for the security and confidentiality of the data exchanged in the framework of using the Site in compliance with the General Conditions of the Site, the Service Provider being responsible for the security and confidentiality of the data that it exchanges with the Account Holder in the framework hereof for creating and managing their Account, as well as Payment Operations related to theAccount.
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 theAccount 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. TheAccount Holder’s Commitments
The Account Holder acknowledges that elements in their Personal Online Area do not infringe on the rights of a third party and are not contrary to the law, public order, or proper ethics.
(i) To not perform the Framework Contract in an illegal manner or under conditions that may damage, deactivate, overload or alter the site;
(ii) To not usurp the identity of another person or entity, falsify or divulge their identity, their age or create a false identity;
(iii) To not divulge data or personal information related to a third party, such as postal addresses, telephone numbers, email addresses, bank card numbers, etc. In the event of a breach of these obligations, the Service Provider may take all appropriate measures in order to bring an end to these actions. It also has the right to suspend, erase and/or block the Account Holder’s access to their Account.
(iv) Without prejudice to legal actions undertaken by third parties, the Service Provider has the right to personally bring any legal action that seeks to repair the damages that it has personally been subject to due to theAccount Holder’s breach of their obligations under this Contract.
If the Account Holder is aware of a breach of the above-mentioned obligations, they are asked to inform the Service Provider of these actions by contacting it at the address: firstname.lastname@example.org.
17. Withdrawal Right
17.1.Provisions Common to AllAccount 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.ProvisionsApplicable to ConsumerAccount 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.
18. 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.
TheAccount 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.
19. 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 thisArticle.
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).
20. 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.
21. 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.
22. Death of theAccount Holder and InactiveAccounts
22.1.Death of theAccount Holder
The death of the Account Holder will bring an end to the Framework Contract, once this is made aware to the Service Provider. Operations occurring from the time of death, except with the agreement of the individual who has rights or the attorney in charge of the estate, will be considered not having been authorised.
The Payment Account will remain open for the time necessary to settle the estate and the Service Provider will ensure the transfer of the balance upon the agreement of the individual who has rights or the attorney in charge of the estate.
Any inactive Account may be the subject to an inactivity notification by email on behalf of the Service Provider followed by a follow-up notification one month later. An Account Holder’s Payment Account is considered inactive if, at the end of a period of twelve (12) months, there have been no operations (with the exception of management fees being taken out) at the initiative of the Account Holder (or any representative) and that has not been specifically indicated to the Service Provider in any form whatsoever.
In the absence of a response or use of the balance of the credit of the Account in this time frame, the Service Provider may close the Account and maintain it for the sole purposes of carrying out a transfer of the amount due on the account as indicated by the Account Holder. In the event of death, the balance may only be transferred to the individual holding theAccount Holder’s rights.
TheAccount may no longer carry out Payment Operations.
23. 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.
24. 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.
25. 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.
26. 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, theAccount Holder may be held responsible by the Service Provider.
27. 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.
28. 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 SEPAArea or another state that is part of the European EconomicArea 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.
29. Claims and Mediation
The Account Holder is asked to address the Platform Customer Service, as indicated on the Site regarding any claim.
Any claim other than that established in Article 10 relating to entering into, performing or terminating the Framework Contract must be indicated by email to the following address: email@example.com.
The Account Holder accepts that the Service Provider will respond to their claims on Hard Copy format. The response will be issued as quickly as possible and at the latest within a time frame of fifteen (15) Business Days following the receipt of the claim by the Service Provider. However, for reasons outside of its control, the Service Provider may not be able to respond in this time frame of fifteen (15) days.
In this event, it will provide the Account Holder with the response specifying the reasons for this additional time period as well as the date on which it will send the definitive response. In any case, the Account Holder shall receive a definitive response at the latest in a time frame of thirty-five (35) Business Days following the receipt of the claim.
The Account Holder is informed that the CSSF (Commission de Surveillance du Secteur financier) [Oversight Commission of the Financial Sector] is competent to settle disputes on an extrajudicial basis related to the performance of this Framework Contract. For more information on the CSSF and the conditions of such recourse, you may address the Platform Customer Service or consult the website of the CSSF (http://www.cssf.lu). Mediation requests must be addressed to the Mediator of the Commission de Surveillance du Secteur Financier (CSSF), 283 route d’Arlon, L-1150 Luxembourg, (firstname.lastname@example.org) and this, without prejudice to other legal actions. However, the mediator may not be approached if the request is manifestly unfounded or abusive, if the dispute has previously been settled or is in the process of being settled by another mediator or by a court, if the request to the mediator is provided within a time frame of longer than one year from the time of the written claim to the professional, or if the dispute does not fall within the mediator’s scope of competence.
30. 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.