Terms and Conditions of Payment Services

Concluded between

The Designated Holder , on the one hand, and

LEMON WAY, SAS with capital of €867,169.89, SIREN number 500 486 915, domiciled at 14 rue de la Beaune, 93100 Montreuil, France (hereinafter referred to as “LEMON WAY”), approved on 24/12/2012 by the Autorité de Contrôle Prudentiel et de Régulation (“ACPR”, France, website http://acpr.banque-france.fr/) 61 rue Taitbout 75009 Paris, as a hybrid Payment Institution, under number 16 568 J, on the other hand.

WARNING

The Framework Contract for Payment Services comprises the present GTC and the pricing conditions set out in Appendix A.

These documents form an inseparable whole and govern the conditions of use by the Cardholders of the Payment Services provided by LEMON WAY.

The Cardholder may at any time consult them, reproduce them, store them on his or her computer or on another medium, transfer them by e-mail or print them on paper for safekeeping. They may also obtain a free copy by post to their address on express request to LEMON WAY.

At any time, in accordance with the law, it is possible to check LEMON WAY’s accreditation as a payment institution on the regafi.fr website. The LEMON WAY payment institution website is www.lemonway.com

SUBJECT

These “General Terms and Conditions for the Use of Payment Services” or “GTC” can be consulted at any time on the Internet site (https://www.LemonWay.com). They govern the terms and conditions for the opening of a Payment Account by LEMON WAY on behalf of the Account Holder and the provision of payment services. The Account Holder is invited to read them carefully before accepting them.

DEFINITIONS

The terms used in these GCU shall, when used with the first letter capitalized and regardless of whether they are used in the singular or plural, have the meanings defined below:

Beneficiary: the natural or legal person designated by the Account holder as the recipient of a transfer from his or her Payment Account. The Payee must hold an account with a third-party PSP. The Beneficiary may be the Account holder.
Framework contract: framework contract for payment services as defined in article L.314-12 of the French Monetary and Financial Code, concluded between LEMON WAY and the Account holder and comprising these GTC, the account opening form in Appendix B and the pricing conditions in Appendix A.
Payment Account: an account opened in the books of LEMON WAY for the purpose of debiting and crediting Payment Transactions, charges due by the Cardholder and any reversals in connection with his Transactions, and for offsetting these amounts on the date of their entry in order to show a net balance.
Payment Transactions: the action of paying, transferring or withdrawing funds to or from the Payment Account, regardless of any underlying obligation between the Payor and the Payee.
Payment Order: consent of the Account Holder given in accordance with the personalised system and procedures agreed between the Account Holder and LEMON WAY, in order to authorise a Payment Transaction.
Partner: commercial company operating the Partner Site appointed as a payment agent by LEMON WAY for the performance of the Payment Services set out in article 4 hereof and the marketing of the Framework Agreement.
Provision: available amount credited to the Payment Account that can be allocated to the execution of future Payment Transactions, determined by LEMON WAY after taking into account the Payment Transactions in progress and the amount of the blocked provision defined in article 5.
Third-party PSP: payment service provider approved by an authority of a member state of the European Economic Area that has opened a bank or payment account on behalf of the Account holder.
Payment services: services provided by LEMON WAY in application of the Framework Agreement and including the execution of transfers and the acquisition of payment orders by card and transfer, as well as the cashing of cheques.
Website: Refers to the http://www.lemonway.com website from which LEMON WAY offers Payment Services.
Partner Site or Site: Refers to the site and/or application operated by the Partner with a view to enabling people to buy and/or sell goods and/or services online and whose contact details are indicated in the Account opening form.
Account holder: Individual or legal entity with a Payment Account enabling payment and/or receipt of the price of goods and/or services sold via the Site.

OPENING A PAYMENT ACCOUNT

The Account Holder must comply with the Payment Account opening procedure described below.

1.1 – Holder’s prior declarations

The Account Holder, a legal entity or a natural person of legal age, expressly declares that he/she has the capacity and/or has received the authorisations required to use the Payment Services provided by LEMON WAY and guarantees LEMON WAY against any liability that may result for it from a false declaration.

The Cardholder declares that he/she is acting on his/her own behalf. The Cardholder is obliged to use the services provided by LEMON WAY in good faith, for lawful purposes only, and in compliance with the provisions of the Master Agreement.

The Holder declares that he/she is a resident of France or the European Economic Area.

Minors under the age of eighteen (18) may open a payment account subject to the express written authorization of their legal representative.

For this purpose, the identification documents required will be those of the legal representative who has given his or her express written authorization.

The Partner declares that it is registered, carries on and markets its activity in France or in a State belonging to the European Economic Area in accordance with LEMON WAY’s approval.

For any other country of residence or registration, LEMON WAY reserves the right not to consider the application to open a Payment Account in order to comply with the geographical scope of its approval. The list of countries in which LEMON WAY is licensed as a Payment Institution is available at any time on the https://www.regafi.fr website.

The Cardholder declares that he/she complies at all times with VISA and MASTERCARD regulations, particularly with regard to his/her activity. A declaration of activity and risk classification form is given to the Partner at the start of the relationship, then signed by the Partner. At all times, the activity must be legal, and in conformity with the nature of the activity declared in the said form. Activities, even if legal, that are not accepted by LEMON WAY are listed on the said form.

1.2 – Transmission of identification documents

The list of required documents is not exhaustive.

The prospect, a legal entity, wishing to become a Payment Account holder, must provide the following information in particular (these documents will be required to the nearest euro cent):

a description of the activity
K-BIS document or equivalent under foreign law
the company’s articles of association, certified as true copies by the managing director
proof of identity and address of the corporate officer signing the Framework Agreement
the list of persons holding more than 25% of the company’s capital

Prospects in the form of an association wishing to become a Payment Account holder must submit the following documents in particular (these documents will be required to the first euro cent):

a copy of a valid, legible form of identification acceptable to LEMON WAY of the corporate officer signing the Framework Agreement
proof of residence less than three months old (water, gas, electricity, fixed-line or ADSL telephone or cable TV bill, or proof of tax payment received within the last 3 months, or rent receipt with full details of the landlord).
a copy of the association’s authorization
the association’s articles of association

Prospective natural persons wishing to become Payment Account Holders must submit the following documents in particular (these documents will be required to the nearest euro cent):

a copy of a valid and legible form of identification acceptable to LEMON WAY, such as an identity card or passport
proof of residence less than three months old (water, gas, electricity, fixed-line or ADSL telephone or cable TV bill, or proof of tax payment received within the last 3 months, or rent receipt with full details of the landlord).

The following documents may be requested for any prospect or Holder:

Prior to certain transfers debited from the Payment Account, a copy of the 1st page of the bank statement certifying that the Beneficiary’s account has been domiciled.
Above a certain threshold, a copy of a second piece of identification is required.

The Account Holder may authorize a third party in writing or on a durable medium to transmit these documents on his/her behalf to LEMON WAY. The Account Holder must indicate in the Account opening form the name of the commercial company designated for this purpose. LEMON WAY reserves the right to request any other document or additional information, to enable it to carry out the verifications necessary to comply with its legal obligations, including those relating to the fight against money laundering.

The Cardholder agrees that the Partner Site may send these documents to LEMON WAY by email (email to justificatif [at] lemonway [dot] com), by computer transmission and uploading to LEMON WAY’s computer systems or by post to the address of its registered office indicated on the first page.

1.3 – Framework agreement signature procedure

The Payment Account opening form must be signed by the Account holder after having read the provisions of the Framework Agreement. To this end, the Cardholder may either sign by hand a printed version sent by post to LEMON WAY’s head office, or use the electronic signature module provided on the Partner Site. However, if the Cardholder is acting within the framework of his professional needs, he may be offered to accept the Framework Agreement by any other means. The Holder acknowledges having carefully read, understood and accepted the Framework Agreement in its entirety.

1.4 – Acceptance to open a Payment Account

LEMON WAY may refuse to open a Payment Account for any reason without having to justify its decision. Such refusal shall not give rise to any claim for damages.

Minors under the age of eighteen (18) may open a payment account subject to the express written authorization of their legal representative.

To this end, the identification documents required will be those of the legal representative having given his or her express written authorization, of the minor, and a document attesting to the power of representation (family record book, court decision conferring the power of representation).

The Partner Site may send acceptance or refusal of the opening of the Payment Account to the Account Holder by e-mail. Once this acceptance has been received, the Account Holder can log on to the Partner Site to confirm that his or her Payment Account has been opened.

CREDIT THE PAYMENT ACCOUNT

1.5 – By cheque, bank transfer or credit card

The Account Holder may fund his Payment Account by bank transfer, by cheque endorsed to LEMON WAY or by credit card from an account opened in his name by a third-party PSP, with a view to transferring funds by bank transfer to another Account Holder’s Payment Account. These two Payment Transactions are deemed to be indissociable.

LEMON WAY may at any time refuse to accept an incoming payment from a high-risk, non-cooperative jurisdiction in accordance with the FATF’s public statement, from countries considered as tax havens by the European Union, from persons on the Direction Générale du Trésor’s Liste Unique de Gels, the European Union’s Liste de Gels and OFAC’s Liste de Gels.

For security reasons, LEMON WAY may refuse to register the bank card or payment card, or may cancel this registration at any time. In this case, the Account Holder must enter the bank card or payment card numbers each time the Account is credited.

LEMON WAY sets limits that may be more restrictive than the Cardholder’s limits, in the interest of protecting the Cardholder. Single, daily, monthly and annual caps, as well as all forms of restrictions, are applied by LEMON WAY to combat fraud.

The Cardholder is informed that any Payment Transaction that is likely to result in the applicable limits being exceeded will be automatically rejected by LEMON WAY.

Any bank card or payment card Transaction that is unpaid, rejected or stopped will have the amount automatically deducted by LEMON WAY from the net balance of the Payment Account. If the net balance is insufficient, LEMON WAY is authorized to use all means of recourse against the Account Holder in order to recover the amount due. In addition, LEMON WAY will be entitled to refuse the execution of all future remittances made using the card that gave rise to the incident.

LEMON WAY will also debit the Cardholder’s Payment Account for rejected Payment Transactions and other fines that may be imposed by VISA or MASTERCARD.

1.6 – Deadlines for crediting funds to the Account

LEMON WAY will register the funds resulting from the acquisition of a Payment Order by card or transfer as soon as possible and at the latest at the end of the working day during which they were received by LEMON WAY in accordance with point 4.1.

DEBIT A PAYMENT ACCOUNT BY BANK TRANSFER

1.7 – Initiating a payment order

LEMON WAY provides a payment service enabling Account Holders with a Payment Account to instruct LEMON WAY to execute a transfer provided that the Provision in the Account is greater than the total amount of the transfer (including charges). In the event of insufficient funds, the payment order will be automatically refused.

The Available Provision corresponds to the net balance of the Payment Account excluding the Blocked Provision and outstanding Transactions. The amount of the blocked Provision is determined by LEMON WAY in order to cover any reversals resulting from the contestation of a Payment Order. Such a dispute may arise within 13 months of the transaction being debited to the Account.

The Payment Order must include the following information:

the amount in euros
the full name of the Beneficiary
the account number opened in the books of the Beneficiary’s PSP

The Account Holder acknowledges that if the currency of the Payment Account differs from that of the Beneficiary’s account to which the funds are to be transferred, the Beneficiary’s PSP will charge exchange fees. It is the responsibility of the Partner and the PSP of the Beneficiary to inform the Beneficiary of the exchange rate, charges and execution times prior to any acquisition of a Transfer Order. This information must be sent to the Paying Cardholder by the Partner.

LEMON WAY cannot be held responsible if the bank details transmitted for transfer requests are incorrect or not up to date.

1.8 – Irrevocability of a Payment Order

A Payment Order validly given by a Cardholder is irrevocable from the moment a single-use code is entered in accordance with 5.1, and the Cardholder may not request its cancellation.

It is specified that the Account Holder may initiate a grouped Order comprising a card funds transfer initiated in accordance with point 4.1 above and a payment Order by transfer to the Payment Account of a designated Beneficiary on a given date. The Payment Order will be deemed irrevocable from the moment card details are entered as described in 4.1.

1.9 – Applicable ceilings and limits

The Licensee is subject to the following standard ceilings:

If the Cardholder is an Individual, he/she is informed that LEMON WAY will request additional identification documents from the Cardholder.
If the Account Holder is a legal entity, LEMON WAY will systematically request all the required identification documents before opening the Account.

Any Payment Transaction carried out in the absence of identification documents will be automatically rejected by LEMON WAY.

LEMON WAY may activate other ceilings or block Orders at any time in the event of a risk of fraud.

LEMON WAY reserves the right to reverse a Payment Transaction, if the credit or debit card funds transfer transaction used to credit the Payment Account in order to carry out this transaction is rejected or cancelled by the card issuer.

1.10 – Lead times

The maximum execution times for Payment Services, in accordance with the Order of July 29, 2009, implementing Article L.314-2 of the Monetary and Financial Code, are as follows:

a Payment Transaction initiated on a business day will be executed at the latest by LEMON WAY on the next business day if it is made in euros to a credit institution located in a member state of the European Union;
a Payment Transaction initiated on a business day will be executed at the latest by LEMON WAY at the end of the said business day if it is carried out in euros to the benefit of another Bank Account.

REPORTING

1.11 – By operation

When a Payment Transaction is carried out, LEMON WAY or the Partner Site automatically sends an e-mail confirming the Transaction to the Cardholder who initiated the Payment Order. This email contains all the information relating to the Payment Transaction that has been communicated to LEMON WAY, such as: the identity of the Beneficiary, the description of the Payment Transaction, its amount, the date and time of the Payment Transaction, as well as any special payment conditions.

1.12 – Surveys

All Payment Transactions are included in a statement drawn up in real time for each Payment Account. The Account holder can consult the statement on the Partner Site.

The Account Holder will have access to Payment Account statements showing all Payment Transactions debited and credited to the Account.

The consultation period is maintained for two (2) years, plus the current year. LEMON WAY will keep on electronic storage media, for the applicable regulatory periods, the records and documents of the Payment Transactions carried out.

DURATION OF FRAMEWORK AGREEMENT AND EFFECTIVE DATE

The Framework Agreement comes into force on acceptance of the present Agreement by the Holder, and remains in force for an indefinite period.

The Account Holder has a period of fourteen (14) calendar days in which to renounce the Framework Agreement at no cost, if he/she meets the conditions of article D 341-1 of the French Monetary and Financial Code for legal entities, or if he/she is an individual. This period runs from the day on which the Framework Contract is concluded, i.e. the day on which the Account holder has accepted the present General Terms and Conditions. During this waiver period, performance of the Framework Agreement may only commence at the express request of the Holder. The Cardholder expressly acknowledges and accepts that any payment instruction sent to LEMON WAY before the end of the waiver period constitutes an express request by the Cardholder to execute the Framework Agreement. The Cardholder is therefore not entitled to cancel a payment instruction given and confirmed during the waiver period. This right of renunciation may be exercised by the Account Holder without penalty and without giving any reason.

The Policyholder must notify LEMON WAY of his/her decision to cancel by registered letter with acknowledgement of receipt to LEMON WAY’s head office before the expiry of the fourteen-day period. If the Policyholder does not exercise his/her right of renunciation, the contract will be maintained in accordance with the provisions of the present General Terms and Conditions. In order to terminate the Framework Agreement, the Cardholder must comply with the termination conditions set out in Article 19.

COMPLAINTS

Complaints concerning relations between two Account Holders or between an Account Holder and a third party are not admissible by LEMON WAY. Only claims relating to the absence or improper execution of a Payment Transaction executed by LEMON WAY are covered by this article and by the Framework Agreement.

Complaints (disputes, rights of opposition, access and rectification, etc.) may be made free of charge by sending a request to LEMON WAY by e-mail to thefollowing address: reclamation [at] lemonway [dot] com or by post to the following address:

Société LEMON WAY Service Réclamation 14, rue de la Beaune 93100 Montreuil, France

Any dispute or request relating to :

information communicated by LEMON WAY in application of the Framework Contract
an error in the execution or non-execution of the Payment Services
an error in the deduction of commission, tax or fees by LEMON WAY

must be notified to LEMON WAY by the Titleholder as soon as possible after the day on which the Titleholder became aware of it or is presumed to have become aware of it, or within any longer period provided for by specific provisions or by law.

In accordance with ACPR recommendation 2011-R-05 of December 15, 2011, an acknowledgement of receipt will be sent within ten days. Complaints will be processed within two months of receipt.

A claim form is also available on our website: http: //www.lemonway.com/reclamation

If no amicable agreement can be reached, the Holder acting for non-professional purposes may contact, by letter, an independent mediator, who may be contacted free of charge in the event of a dispute arising from the application of the present terms, the AFEPAME Mediator, 36 rue de Taitbout 75009 Paris, without prejudice to other legal remedies.

FEES

In return for providing the Payment Services to the Cardholder, LEMON WAY will receive a fee, the amount and conditions of which are indicated on the Partner Site in the “Payment Services” tab.

THESE ARE THE “PRICING CONDITIONS”. The rates indicated are the final rates and include the commissions of the Partner Site and those of LEMON WAY. They do not include taxes.

Bills are payable by the Customer in cash and are debited from the Payment Account at the intervals specified in the Tariff Conditions. Where applicable, invoices will be debited at the end of each month. Invoices are net and without discount.

The Cardholder is hereby informed that LEMON WAY may charge a fee of 15% of the amount in question, up to a maximum of 20 euros, for processing overdue payments, rejections or oppositions, in accordance with article L. 133-19 of the French Monetary and Financial Code.

Failure to pay an invoice by the due date will result in the payment of late payment interest equal to three times the legal interest rate (EONIA). Interest is calculated prorata temporis for periods of one month (any month begun being fully due) and is capitalized at the end of each calendar year.

The tariffs set out in Appendix A may be modified by LEMON WAY subject to notification by any means to the Partner by LEMON WAY. The modification will take effect within two months of the notification being sent to the Partner. If the monthly fraud rate exceeds 2% in volume, LEMON WAY may immediately modify the rates by simple notification or terminate the present agreement in accordance with article 19.

SAFETY

1.13 – Notification obligation

The Account Holder is obliged to inform LEMON WAY immediately in the event of suspected fraudulent access or use of his/her Payment Account or of any event likely to lead to such use, such as, but not limited to: the loss, accidental disclosure or misappropriation of his/her Payment Account identifiers or an unauthorized transaction.

This notification must be sent by e-mail to the following address: fraude [at] lemonway [dot] com and confirmed by post to the following address:

Société LEMON WAY 14 rue de la Beaune 93100 Montreuil France

1.14 – Prevention

LEMON WAY will use its best efforts to prevent any other use of the Payment Account. The Partner also has its own means of secure communication with the Account Holder under its own responsibility.

1.15 – Use of cookies

LEMON WAY informs you that as part of the Payment Services, cookies (files sent by the LEMON WAY server and stored on the hard disk of the Internet user’s computer) may be used. These cookies are primarily used to improve the operation of the Payment Service, particularly in terms of speed.

The Cardholder is informed that he can refuse cookies from LEMON WAY in his browser settings, but that this may alter his use of the Payment Services.

1.16 – Interruption of payment services

LEMON WAY undertakes to use all reasonable means at its disposal to ensure continuous service. However, LEMON WAY does not guarantee continuous, uninterrupted access to the Payment Service. Consequently, LEMON WAY cannot be held responsible for delays and/or total or partial non-accessibility of the Payment Services, insofar as they result from factors beyond LEMON WAY’s reasonable control.

The Cardholder is informed that LEMON WAY may occasionally interrupt access to all or part of the Services to allow for repairs, maintenance or the addition of functionality,

in the event of suspected piracy, embezzlement or any other risk of damage,
on requests or instructions from authorized persons or authorities.

LEMON WAY cannot be held responsible for any damage resulting from such suspensions.

As soon as the service resumes, LEMON WAY will make reasonable efforts to process the pending Payment Transactions as soon as possible.

1.17 – Opposition to the safety device

The Cardholder can make a stop by contacting LEMON WAY by email on [email protected]or by telephone on +33 1 48 18 19 30.

A registration number for this opposition is created and kept for 18 months. LEMON WAY will send a copy of this opposition to the Cardholder upon written request before the expiry of this period.

LEMON WAY cannot be held responsible for the consequences of an opposition that does not originate from the Cardholder. The opposition request is deemed to have been made on the date of effective receipt of the request by LEMON WAY or any person appointed by it for this purpose. In the event of theft or fraudulent use, LEMON WAY is entitled to request a receipt or a copy of the complaint from the Cardholder, who undertakes to respond as soon as possible.

LEMON WAY will block access to the Payment Account and render the Account Holder’s Payment Account identifiers inoperative. New identifiers will be sent to the Cardholder, in the same way as they were sent the first time the Payment Account was opened.

RESPONSIBILITIES

In accordance with article L. 133-22 of the French Monetary and Financial Code, LEMON WAY is responsible, subject to articles L. 133-5 and L. 133-21 of the Monetary and Financial Code, for the proper execution of the Payment Transaction vis-à-vis the Paying Cardholder until receipt of the funds by the Payee’s third-party PSP. When LEMON WAY is responsible for a poorly executed Payment Transaction due to its fault, LEMON WAY will promptly refund the amount to the Payee and restore the debited Account to the situation that would have prevailed if the poorly executed Payment Transaction had not taken place.

Cardholders acting for non-business purposes who wish to dispute a Payment Transaction that they have not authorized must contact customer service in accordance with article 8 as soon as possible after becoming aware of the anomaly, and no later than 13 months after the Payment Transaction was recorded in the Account. In the event of use of the security device, unauthorized Payment Transactions carried out prior to notification of the stop payment will be charged to the Account holder acting for non-business purposes, up to a maximum of 150 euros. However, LEMON WAY shall not be held liable in the event of any fault on the part of the Account holder, such as a wilful or grossly negligent breach of his/her obligations, late transmission of the stop payment or bad faith. In the event of misappropriation of its data or counterfeiting, losses resulting from Payment Transactions carried out prior to opposition by the Account holder acting for non-professional purposes are borne by LEMON WAY, except in the event of fault as defined above. Payment Transactions carried out after opposition by the Cardholder acting for non-professional purposes are borne by LEMON WAY, except in the case of fraud.

LEMON WAY is not entitled to cancel an irrevocable Payment Order at the request of the Account Holder.

Under no circumstances shall LEMON WAY be liable for indirect damages, such as commercial loss, loss of customers, any commercial disturbance whatsoever, loss of profit, loss of brand image suffered by a Cardholder, or by a third party, and which could result from the Payment Services provided by LEMON WAY. Any action brought against a Cardholder by a third party is deemed to be an indirect loss, and consequently does not entitle the Cardholder to compensation.

Unless otherwise stipulated in these General Terms and Conditions or in mandatory laws, and without prejudice to the other causes of exclusion or limitation of liability provided for herein, LEMON WAY may not under any circumstances be held liable for any damage caused by a case of force majeure or an event beyond its control, or by any measures or legislative provisions taken by the French or foreign authorities. The following are deemed to constitute a case of force majeure or an event beyond its control, in particular, but without limitation: a power failure, fire or flood, strike by its staff or one of its subcontractors or suppliers, malfunction of interbank or credit card payment systems, war, unrest, riots or occupation of the territory by foreign forces, negligence of a third party in the sense of case law and doctrine such as those responsible for the delivery of electricity or telecommunication services.

PROTECTION OF CUSTOMER FUNDS

LEMON WAY will hold the available funds credited to the Account Holder’s Payment Account at the end of each business day in a block account with LEMON WAY’s partner banks.

DEATH – INACTIVE PAYMENT ACCOUNT – POWER OF ATTORNEY

1.18 Deaths

In the event of the death of the Account Holder, LEMON WAY must be notified as soon as possible by the successors or their representative. If this notice is given verbally, it must be confirmed in writing. Upon receipt of this written notice, LEMON WAY will ensure that no new Payment Transactions are executed and will close the Account.

If the Provision held by LEMON WAY in the name of the deceased exceeds the cost of the withdrawal, it may be reimbursed to the beneficiaries only if the beneficiaries or their representative produce evidence, in accordance with the applicable legislation, establishing the devolution of the estate, as well as any other document that LEMON WAY deems necessary.

In the event of failure to make a transfer for any reason whatsoever, including failure to provide LEMON WAY with documentary evidence, the provisions of article 13.2 of these General Terms and Conditions shall apply to the Provision.

1.19 Inactive account

A Payment Account is deemed inactive if :

the Payment Account has not been the subject of any Payment Transaction for a period of twelve months during which, except for debit entries by LEMON WAY holding the account for fees and commissions of all kinds, and
the Account holder, his/her legal representative or the person authorized by him/her has not contacted LEMON WAY in any way whatsoever, or
at the end of a 12-month period following the death of the Owner. The Holder and his/her heirs are hereby informed of the following consequences

Assets registered on the inactive Payment Account are deposited with the Caisse des Dépôts et Consignations at the end of a period of ten years from the date of the last Payment Transaction, excluding the recording of debits by LEMON WAY taking into account fees and commissions of all kinds; except in the event of the Account Holder’s death, where assets registered on the inactive Payment Account are deposited with the Caisse des Dépôts et Consignations at the end of a period of three years from the date of the Account Holder’s death.

1.20 Power of attorney

The Account Holder may give a person power of attorney to carry out Payment Transactions on his/her Payment Account under his/her sole responsibility, as defined in the power of attorney. The form is available online on request and must be returned to LEMON WAY. The power of attorney will only take effect on receipt by the latter of the duly completed form and subject to acceptance by LEMON WAY. This will be notified by any means. It ceases automatically on the death of the Account holder. It may be revoked at the initiative of the Account holder, who shall inform the agent and LEMON WAY by registered letter with acknowledgement of receipt. Cancellation takes effect on the date of receipt of the cancellation by LEMON WAY. The Account holder remains liable for Payment Transactions initiated on his behalf by the designated agent up to this date.

The Account holder expressly releases LEMON WAY from the obligation of professional secrecy relating to the Payment Account data in respect of the authorised representative designated by the power of attorney.

INTELLECTUAL PROPERTY

No intellectual property rights relating to the use of the Payment Service or the services provided by LEMON WAY are transferred to the Cardholder under these General Terms and Conditions.

The Cardholder undertakes not to infringe the rights held by LEMON WAY, in particular by refraining from any reproduction or adaptation of all or part of the intellectual and material elements of LEMON WAY and its accessories, whatever the current or future medium.

All rights relating to the software used to implement the Payment Services are the full and complete property of LEMON WAY. They form part of its manufacturing secrets and confidential information, regardless of whether or not certain components are protected by intellectual property rights under current legislation.

LEMON WAY’s software and, where applicable, its documentation, are recognized by the Holder as an intellectual work which the Holder and the members of its staff undertake to consider as such and to refrain from copying, reproducing, translating into any other language or language, adapting, distributing free of charge or against payment, or adding to them any object that does not comply with their specifications.

The “LEMON WAY” trademark is the property of LEMON WAY. The Licensee undertakes not to remove the mention of the “LEMON WAY” trademark from any element provided or made available by LEMON WAY, such as software, documents or advertising banners.

PRIVACY

The Cardholder undertakes to respect the strictest confidentiality concerning all technical, commercial or any other information of which he may become aware in the course of carrying out the Payment Service.

This obligation of confidentiality will remain in force for the duration of the subscription to the Payment Service and for three years following the date of termination of the Framework Agreement. This obligation of confidentiality does not apply to information which is or becomes publicly available through no fault of the Holder.

The Parties acknowledge that Payment Transactions are covered by professional secrecy pursuant to article L.519-22 of the French Monetary and Financial Code.

COLLECTION AND PROCESSING OF PERSONAL DATA

LEMON WAY complies with all applicable privacy protection provisions, in particular the French law of January 6, 1978 on the protection of privacy with regard to the processing of personal data, as amended.

LEMON WAY collects and stores personal data voluntarily provided by the Customer. This includes personal data relating to identity, telephone number, e-mail address, home address, credit card or bank account number, transaction or transfer details, and the IP address of a natural person’s computer.

The Cardholder is informed and accepts that LEMON WAY, in its capacity as data controller, collects and processes personal data for the purposes of :

compliance with all applicable legal and regulatory provisions, in particular with regard to the prevention of money laundering and the financing of terrorism
processing/management and archiving of payment transactions
control and prevention of incidents and irregularities (fight against fraud and any other type of abuse)
central customer management
processing of the Licensee’s requests
tests, statistics and surveys
training of personnel assigned to the provision of Payment Services
service quality control
and propose new services

The Holder is informed that his/her personal data may be recorded in one or more files in compliance with applicable legislation and agrees that the data collected may be recorded and processed in accordance with the aforementioned purposes.

The Cardholder agrees that personal data strictly necessary for at least one of the aforementioned purposes or as required by applicable regulations, may be communicated by LEMON WAY :

subcontractors and outsourced service providers whose intervention is necessary
to the Partner
Beneficiaries of a Payment Transaction
LEMON WAY business partners

The Holder accepts that the communication of his/her personal information to the aforementioned persons may be made, in accordance with the conditions previously defined, to another country of the European Union and also to a country outside the European Union which guarantees an adequate level of protection with regard to the aforementioned law.

The Cardholder has the right to access his/her personal data and is informed that he/she may consult the information he/she has provided to LEMON WAY at any time. The Buyer has the right to obtain rectification of inaccurate data concerning him/her.

The Cardholder’s right of opposition may be exercised with LEMON WAY for the processing envisaged relating to Payment Services or other products or services promoted by LEMON WAY.

The rights of opposition, access and rectification may be exercised free of charge upon request to LEMON WAY by e-mail at the following address: reclamation [at] lemonway [dot] com or by post at the following address:

Société LEMON WAY Service Réclamation 14, rue de la Beaune 93100 Montreuil, France

PROOF AGREEMENT

Communications by e-mail are valid modes of communication accepted as proof by the Cardholder and LEMON WAY.

All information recorded in LEMON WAY’s computer databases, in particular relating to payment Orders and Operations, have, until proof to the contrary, the same evidential value as a written document signed on paper, both as regards their content and as regards the date and time at which they were made and/or received. These unalterable, secure and reliable traces are recorded and stored in LEMON WAY’s computer systems.

LEMON WAY documents reproducing this information, as well as copies or reproductions of documents produced by LEMON WAY, have the same probative force as the original, until proven otherwise.

ACCOUNT BLOCK

The temporary and immediate suspension of a Payment Account may be pronounced by LEMON WAY for any reason at LEMON WAY’s discretion and in particular :

if the Licensee has failed to comply with the provisions of the Framework Agreement,
if the Cardholder has provided LEMON WAY with inaccurate, outdated or incomplete identification data,
in the event of a risk of fraud, money laundering or terrorist financing, or a risk that could affect the security of the Payment Account,
in the event of a significantly increased risk of the Licensee’s inability to meet its payment obligation,
in the event of receipt by LEMON WAY of a large number of refunds, cancellation of Orders or complaints for unauthorized Orders.

The Cardholder is notified of this decision by any means. As the suspension of the Payment Account is intended to protect the Account holder, it may under no circumstances give rise to the payment of damages to the Account holder.

Reactivation of the Payment Account will be at the discretion of LEMON WAY.

Depending on the seriousness of the breach of the Framework Contract and in particular if the Beneficiary has sold illicit Products, LEMON WAY reserves the right to terminate the Framework Contract in accordance with the provisions of article 19.

TERMINATION OF THE FRAMEWORK AGREEMENT

The Cardholder may terminate the Framework Agreement by right, which will entail closure of his Payment Account, by registered letter with acknowledgement of receipt, giving one month’s notice. The Cardholder must maintain sufficient funds to ensure the successful completion of current Payment Transactions for the time required to settle them and to pay any charges due.

LEMON WAY may terminate the Framework Contract by right, which will result in the closure of its Payment Account, by registered letter with acknowledgement of receipt, giving two months’ notice.

In the event of a serious breach by one Party, the Framework Agreement may be terminated with immediate effect by simple written notification by the other Party. Serious breaches committed by the Licensee include communication of false information; engaging in illegal activity, contrary to good morals, money laundering or financing of terrorism; threats against employees of LEMON WAY or the Partner Site; non-payment; failure to comply with an obligation of the Registrant hereunder; termination of relations between the Registrant and the Partner Site; over-indebtedness or, for legal entities, appointment of an ad hoc trustee, a court-appointed administrator, opening of receivership or liquidation proceedings. Serious breaches by LEMON WAY are understood to mean: communication of false information; failure to comply with an obligation hereunder; appointment of an ad hoc representative, a judicial administrator, or the opening of receivership or liquidation proceedings.

In the event of a change in the applicable regulations and their interpretation by the relevant Regulatory Authority affecting the ability of LEMON WAY or its agents to execute Payment Transactions, the Framework Agreement will be automatically terminated. The Account Holder will no longer be able to send Payment Orders from the effective date of termination. The Account may be maintained for a period of 15 months to cover any subsequent disputes and claims. Payment Transactions initiated prior to the effective date of termination will not be affected by the termination request and must be carried out in accordance with the terms of the Framework Agreement.

Termination of the Framework Agreement entails definitive closure of the Payment Account. The closure of a Payment Account shall not give rise to any compensation whatsoever for any damage caused by the closure of this Payment Account. The Account Holder whose Account has been closed by LEMON WAY is not authorized to open another Payment Account, except with the express agreement of LEMON WAY. Any Payment Account opened in violation of this provision may be closed immediately by LEMON WAY, without prior notice.

The Provision on the Payment Account to be closed will be transferred to the Account Holder in accordance with his/her instructions, subject to ongoing Payment Transactions and any future unpaid debits, bank rejections or oppositions. If a successor is appointed by LEMON WAY, the Account Holder may be offered the option of closing the Payment Account and transferring the Provision to a new payment account opened in the books of the institution appointed as successor.

LEMON WAY reserves the right to seek legal redress for any loss it may have suffered as a result of the breach of the Framework Agreement. Closure of the Payment Account may give rise to charges within the limits of article L. 314-13 of the French Monetary and Financial Code.

FRAMEWORK AGREEMENT AMENDMENT

Any proposed amendment to the Framework Agreement shall be communicated to the Customer on paper or on another durable medium no later than two months before the proposed date of its entry into force.

In the absence of a written objection by registered letter with acknowledgement of receipt sent to LEMON WAY by the Account Holder before the expiry of this two-month period, the latter is deemed to have accepted these modifications. In the event of refusal of the proposed modification, the Cardholder may terminate the Framework Agreement free of charge upon written request, prior to the proposed effective date of the modification. This request does not affect all debits (fees, subscriptions, payments) for which the Policyholder remains liable.

GENERAL

In the event that administrative formalities are required for the execution of these General Terms and Conditions, LEMON WAY and the Titleholder will assist each other in the completion of these formalities.

If any of the non-substantial stipulations of the General Terms and Conditions are null and void with regard to a rule of law in force, they will be deemed unwritten, but will not entail the nullity of the present General Terms and Conditions.

The fact that one of the Parties does not avail itself of a breach by the other Party of any of its obligations hereunder shall not be construed as a waiver of such obligation for the future.

In the event of any difficulty of interpretation between any of the headings and any of the clauses of the General Terms and Conditions, the headings shall be disregarded.

APPLICABLE LAW AND JURISDICTION

These Terms and Conditions are governed by French law.

Unless otherwise stipulated, any dispute concerning their execution, interpretation or validity shall be referred to the competent courts and tribunals, failing which to Paris.