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General Terms and Conditions

This section contains 2 parts:

a) the general terms and conditions in a first part,

b) condition of payment using Lemon Way payment institution.

 

MARKETPLACE TERMS

Article 1 - Terms and Conditions jurisdiction and definitions

These Terms and Conditions of Use and Sale (thereafter « the Terms ») are governed by the laws of France and will be interpreted in accordance with the French courts. You can get on this page, for your reading comfort and understanding, a full translation in English of the Terms and Conditions of the current website.

The Terms are brought to you by Disruptor SAS, share capital of which is 1000 €, a French registered company with the number 843 346 131 00017 in Bobigny RCS Register and which registered office is located at 6 rue des Messiers, F93100 Montreuil (thereafter « Disruptor »).

The below listed words define :

  • « Site » or « Website » or « Service » : the website https://www.zicplace.com and all its pages.
  • « Publisher » : the legal or natural person responsible for editing and publishing content on the Website.
  • « User » : the person visiting and using the Website.
  • « Ad » : text content that the User can autonomously publish on the Website to advertise a need, a message, a good or a service.
  • « Advertiser » : User publishing an Ad on the Website ; will be known as a « Seller » if selling a good or service in the Ad.
  • « Acquirer » : User acquiring a good or a service advertised in a Ad by an Advertiser ; will be known as a « Buyer » if this acquisition is a sale from an Advertiser Seller.

And : « Provision » : provision of Ad publishing service, of Ad searching service, or any option that it is possible to buy or to which it is possible to subscribe to on the Website (from the Publisher and not from the Advertisers) ; « Customer » : the User buying a Provision on the Website ; « Consumer», in accordance with the definition of the European Parliament Directive 2011/83/EU, a « natural person() who (is) acting outside (his or her) trade, business, craft or profession ».

The User is invited to carefully read the following Terms, and to print or save them on a durable medium. The User acknowledges having read the Terms, accepted them, and undertakes to comply with them.

Article 2 - Terms application and Website purpose

The Website is published by Disruptor SAS.

Legal mentions concerning the host and Publisher can be found in the Legal Notices of the Website ; policy regarding the gathering and use of Users data can be found in the Privacy Policy of the Website.

The purpose of the site is the following : "Music Instrument Marketplace".

The present Terms describe the entire agreement between the User and the Website. The Terms may be modified at any time by the Publisher or one of its representative. The Terms applicable to the User are those in effect on the date of their acceptance by the User. The Publisher agrees to archive its older version of the Terms, and to send them to any User who so requests.

The acquisition of a product, creation of an account on the Website, and in a broader sense, navigation on the Website implies acceptance by the User of the whole Terms, the User thus acknowledging to have taken full knowledge and accepted the latter. For instance the collection of this acceptance can be materialized as a checkbox next to the sentence: "I have read and accepted the terms and conditions of this site.". Ticking this box will be considered to have the same value as a handwritten signature from the User. The User recognizes the value of evidence from the Website automatic recording systems and, unless able to provide evidence to the contrary, will not contest this evidence in the event of a complaint.

The acceptance of these Terms implies on the part of the User that he or she does have the legal capacity necessary to do so. If the User is a minor or has not the legal capacity to enter into contracts, he or she declares having the consent of a parent or legal guardian.

Article 3 - Intermediary role of the Publisher

The Publisher of the Website is only an intermediary between the Acquirer and the Advertiser.

Every Acquirer and Advertiser are each entering through those Terms into a contract of service delivery with the Publisher, which purpose is to benefit from a technical platform allowing both parties to communicate and find each others. An Acquirer and an Advertiser may or may not enter in another contract, in mutual agreement (e.g. a sale or a rental contract for the good advertised in the Ad).

The publisher is only playing a role of intermediary and is not the mandatary of neither Acquirer or Advertiser. If any dispute should arise between those two parties, and if amicable resolution of said dispute should fail, any legal proceedings regarding the execution of their deals shall be subject to the jurisdiction of the Court of Appeal that has been referred to.

Article 4 - Ads publishing and User-generated content

Users are offered the option of contributing to the contents of this Website, namely by posting comments and Ads.

The Website is a publishing platform and its Publisher undertakes to remove any Ad that is manifestly unlawful and reported as such. If an offensive, defamatory or illegal content is published on the Website, any User can report it to the Publisher who will remove the content.

The Publisher will not be held responsible a priori for any unlawful content published by a User, if no reporting of this content was made beforehand.

If a User does not comply with the applicable legal dispositions, third party interests, or the Terms on the Website, the Publisher may take, without owing any damage compensation to the User, the following corrective actions :

  • issue of warnings to the User
  • removal of content published by the User
  • banning the User from accessing the Website for a limited period
  • permanent suspension of the User

Users are advised that the Publisher, represented if necessary by moderators, can choose to publish the comments on this Website, on newsletters or on the websites of its partners, provided that the Publisher includes the pseudonym of the author of the comment.

The author of the comment therefore waives his or her rights to it, to the benefit of the Publisher and for any kind of distribution, use or purpose, even commercial, on the Internet medium ; this, of course, provided that author paternity rights are always respected.

Article 5 - Testimonials on Advertisers

Acquirers may be asked to provide testimonials on the Advertisers during their use of the Service. Those testimonials, with their author's pseudonym, may appear on the Website pages and be visible to all Users.

The Publisher is not responsible for any of those feedbacks, ratings and testimonials, and is only recording them and aggregating them in order to display them on the Website.

The Publisher may delete, without any notice, any content reported as illicit.

Article 6 - Ad lifespan

Unless otherwise stated, an Ad is published on the Website for a period of .

At the end of each said period, an e-mail could be sent to the Advertiser to allow him to remove it, edit it or continue its diffusion. If an Ad published for free on the Website has been online for more than one year (365 days), the Publisher may remove it without any notice.

Article 7 - Advertiser duties

The Advertiser undertakes to comply with the applicable standards, laws, regulations in the publishing of his or her Ads and the dealings with Users and Acquirers, and to respect third-party interests.

The Advertiser guarantees that graphical and textual depictions in the Ad he or she published reflect the good or service depicted as much as possible, but neither the Advertiser nor the Publisher can guarantee that all depictions accurately reflect the true appearance or characteristic of the good or service depicted.

The Advertiser guarantees that he or she has the right to use those textual or graphical depictions as used in the published Ad, and that he or she is the rightful owner (or rightful mandatary) of the good or service depicted in the Ad.

The Advertiser will not offer any good or servicer which distribution is forbidden to him or her by legal dispositions or contractual agreements.

Article 8 - Member account

The registered User on the Website (member) has the ability to access his or her account by logging in, using the e-mail address specified during registration and a password or using third-party social network login buttons. The User is responsible for protecting the password he or she has chosen, and is encouraged to use complex passwords. In case of forgotten password, the member can ask for a generate a new one. This password is the guarantee of confidentiality of information contained in the User account, and the User will refrain from transmitting or communicating it to third parties. Otherwise, the Website will not be held liable for unauthorized access to a User account.

Creating an account is a prerequisite to any order or member contribution on the Website. To this purpose, the member can be asked to provide personal information. The member agrees to provide accurate information.

Data collection purpose is the creation of a member account ; this account allows the User to check all orders and contributions made on the Website with the account. The Publisher can not be held responsible if the data contained in the account were to disappear as a result of a technical failure or force majeure event, this information having no probative value, but only an informative one. The account pages are freely printable by the given account holder but cannot be taken as evidence ; they only have informative value and aim to effectively help the member to manage his or her orders or contributions.

The Publisher reserves the exclusive right to delete the account of any member who may have breached these Terms, including but not limited to the following cases :

  • the member has knowingly provided false information during his or her registration and the creation of an account
  • the member has been inactive on the site for at least a year.

Said deletion cannot be considered harmful to the excluded member, who can not claim any compensation for this the account deletion. This deletion does not prevent the Publisher to initiate legal actions or a lawsuit against the member, should the facts warrant it.

Members are free to delete their account on the Website. In order to do so, the member can send a e-mail to Disruptor stating that he or she wants to delete the account. No data recovery is possible after account deletion.

Article 9 - Website commission on orders

The Publisher is offering through the Website a platform allowing its Users to close deals based on the publishing of Ads ; the Publisher collects a commission on those deals.

When an order is made through the Website the Seller accepts to pay a 15% % commission of the total amount of the order to the Publisher. Some exceptions in the commission amount may apply, according to the following conditions : Consumers: 5% - Special prices may be negociated for Music Instrument Shops.

This commission applies whatever payment method the Buyer may use, and is owed to the Publisher as soon as the Buyer confirms his or her order on the Website.

Article 10 - Website assistance service

The Website assistance service is available by e-mail at the following address : client@zicplace.com or through mail at this address : 6 rue des Messiers, F93100 Montreuil.

Disruptor also makes available to its Users and Customers a hotline or helpline, to discuss their issues. The hotline can be contacted by phone at the hotline number +33 1 4830 6516.

Article 11 - Payment intermediary in sales between Users

The Acquirer (then known as a Buyer) can buy goods or services advertised in an Ad by paying through the Website the sum of his or her purchases. Upon payment of the purchases each Advertiser Seller will handle the order of his or her goods or services, in accordance to the Terms.

The sale between Seller and Buyer is closed when the order is confirmed on the Website and subject, if the payment is made with a credit card through the secure payment platform used on the Website, to a confirmation from the Seller within 72 hours that he or she can fulfill the order .

As soon as the Buyer confirms his or her order on the Website, an order confirmation will be sent to the Buyer and the Seller.

The Seller is responsible for the dispatch and delivery of the order to the Buyer, or the proper booking of the service, in accordance with the shipping and delivery times agreed to by the Buyer when placing the order, and in compliance with the applicable legal provisions.

Buyer's contact details will be made available to the Seller after full payment of the order. As soon as the Seller is ready to ship the order or book the service the Buyer paid for, he will notify the Publisher and the Buyer and provide them with a delivery time. If a tracked parcel is used, the Seller undertakes to provide the Buyer with its tracking number on the Buyer's account on the Website. The order is shipped and delivered at the Seller's risk and expenses.

Buyer's requests to the Seller and claims for reimbursements or withdrawal right exertions must be directly addressed to the Seller and will be dealt with between Seller and Buyer.

Article 12 - Advertiser Seller duties

Seller information

The potential trade relationship between an Seller properly identified as a professional and a Buyer will be regulated by the Terms ; if need be specific conditions can complete or supersede the Terms if those are properly acknowledged and accepted by the Buyer before the order, and in compliance with applicable legal provisions.

The Seller must comply with any applicable legal regulations helping the Buyer to identify the Seller, namely in providing the Buyer with required legal notices such as (but not limited to) the name of the Seller, the legal/professional status of the Seller if applicable, and the contact details.

Any professional Seller undertakes to comply with any laws and regulations applicable to his or her trade activity (namely registration number and accounting, social and tax obligations). The Seller, whatever his or her legal status, undertakes to declare to the authorities concerned (in compliance with the legal regulations that apply) any income generated by the sale of goods and services through the Website.

Any professional Seller usually active as an online reseller (besides his or her activity on the current Website) undertakes to display his or her own terms and conditions of sale on the Website, through his or her Ad or a link in the Ad, or at least to provide them if asked to do so by a User.

Conditions for the sale

The Seller is entirely responsible for the sale of goods and services that he or she may advertise on the Website. The Seller undertakes to describe the advertises good or service to his or her best knowledge and in good faith.

The Seller is entirely responsible for the accuracy of the good or service information in the Ad (namely the price, characteristic and features, overall condition, origin, accessories if applicable, etc.), and undertakes that this information will not mislead the potential Buyers. On second-hand and used products, the Seller will truthfully describe the product's condition in the Ad.

The price of advertised goods and services are freely set by the Seller, but in compliance with the applicable legal regulations. The price will be displayed in the Ad or at least before the placing of the order with all taxes included (namely VAT, shipping taxes, etc.).

Sale contracts are dealt between the Seller and the Buyer, subject to the actual availability of the related product or service. The Seller undertakes to remove all out of stock or expired good or service in his or her Ads on the Website.

The Seller is notified by e-mail and in his or her Advertiser account on the Website when an order related to one of his or her Ad is made by a Buyer. The Seller must then prepare the product for shipping or prepare the delivery of the service paid for within 2 working days of this notification.

Seller's responsibility

The Seller undertakes to make sure the conform good or service is properly delivered, in due time and without any damage ; by default the Seller is deemed responsible for the whole delivery process. The Seller will be able to waive his or her responsibility in only three cases if the delivery process does not unfold as agreed upon :

  • the Buyer makes a mistake when placing in his or her order ; the Seller must be able to prove that the mistake is indeed the Buyer's fault
  • in case of force majeure
  • unforeseeable and unavoidable actions and consequences from a third-party

The Seller is solely responsible for the contracts concluded with the Buyers and, as such, undertakes to respect all applicable legal regulations in the matter, namely consumers protection, distance and online selling regulations.

Article 13 - Professional Sellers and products guarantees

All products sold by professional Sellers on the Website are protected by the following legal guarantees, in accordance with the articles 1641 and following of the French Code civil ;

Guarantee of conformity

The Seller must deliver goods in conformity with the contract and is responsible for defects existing during product delivery. The guarantee of conformity may be exercised if a defect were to exist on product delivery, or if the defect appears within 24 months following the delivery date (within 6 months if the product was sold as a used one).

After a period of 6 months following the delivery date, it will be up to the Customer to prove that the defect existed at the time of delivery.

Hidden defects guarantee

The Customer may request the exercise of a hidden defects guarantee if the considered defects do not appear at the time of delivery, predated the purchase (and therefore does not result from normal wear of the product, for example) and be serious enough (the defect must render the product unfit for the use for which it is intended, or hinder this use to such an extent that the buyer would not have bought the product or would not have purchased it at such a price if he or she had known the default).

In case of non-conformity of a product sold on the Website, it can be returned to the Seller who will refund or exchange it. All claims of exchange or refund must be made by post or by e-mail. Return merchandise shipping costs are the responsibility of the Seller.

If a product exchange is not possible (e.g. obsolete or out of stock product) the Buyer will be reimbursed buy the Seller for the amount of the order minus the carrier costs related the sending of the initial order.

Additional guarantees may be offered buy Sellers and, if applicable, will be specified to the Buyers before the completion of their order.

Article 14 - Acquirer Buyer duties

The Website allows any Advertiser (Seller) to publish Ads advertising goods or services that the User wish to sell to Acquirers (Buyers).

The Buyers acknowledges that advertised goods may be second-hand goods (as the Ad should then properly signal), in which case the bought products could show small defects due to normal wear and tear.

The information given during the order process are binding ; if an error should be made in the Buyer's contact details, the Advertiser could not be held responsible for the failure to properly ship the products bought by the Buyer.

Article 15 - Withdrawal of the Acquirer Buyer

In compliance with the French Code de la consommation (article L.221-18 and following), if the Buyer Consumer placed an order for a product on the Website from an Advertiser properly identified as a professional (not a Consumer), and if the Buyer's right of withdrawal applies (as a reminder, see a list of exceptions below), he or she can wait up to 14 days after the delivery of the order (or of the last parcel of the order, if several) to exert his or her right of withdrawal from the contract with the Seller.

The product must be returned in perfect condition and the undamaged original packaging. If applicable, it must be returned along with all its accessories. The return costs in case of withdrawal must be paid by the Buyer, and the latter must be able to prove the return of the product through a tracked parcel.

If the above terms are not met, the Buyer will lose his right of withdrawal and the product will be returned at his or her expense.

The Seller (or, if the sale has been paid through the Website, the Publisher) will reimburse all payments received from the consumer, including, if applicable, the costs of delivery without undue delay and in any event not later than 14 days from the day on which he or she is informed of the Buyer’s decision to withdraw from the contract, or until the delivery of the product back to the Seller.

The Seller (or, if the sale has been paid through the Website, the Publisher) shall carry out the reimbursement using the same means of payment as the Buyer used for the order, unless the Buyer has expressly agreed otherwise and provided that the Buyer does not incur any fees as a result of such reimbursement.

The Publisher being merely an intermediary between the Buyer and the Seller, the former will have no role to play in the return process.

In compliance with the French Code de de la consommation (article L.221-28), Consumer's withdrawal right cannot be exerted for the following contracts :

  • service contracts after the service has been fully performed if the performance has begun with the consumer’s prior express consent, and with the acknowledgement that he will lose his right of withdrawal once the contract has been fully performed by the trader;
  • the supply of goods or services for which the price is dependent on fluctuations in the financial market which cannot be controlled by the trader and which may occur within the withdrawal period;
  • the supply of goods made to the consumer’s specifications or clearly personalised;
  • the supply of goods which are liable to deteriorate or expire rapidly;
  • the supply of sealed goods which are not suitable for return due to health protection or hygiene reasons and were unsealed after delivery;
  • the supply of goods which are, after delivery, according to their nature, inseparably mixed with other items;
  • the supply of alcoholic beverages, the price of which has been agreed upon at the time of the conclusion of the sales contract, the delivery of which can only take place after 30 days and the actual value of which is dependent on fluctuations in the market which cannot be controlled by the trader;
  • contracts where the consumer has specifically requested a visit from the trader for the purpose of carrying out urgent repairs or maintenance. If, on the occasion of such visit, the trader provides services in addition to those specifically requested by the consumer or goods other than replacement parts necessarily used in carrying out the maintenance or in making the repairs, the right of withdrawal shall apply to those additional services or goods;
  • the supply of sealed audio or sealed video recordings or sealed computer software which were unsealed after delivery;
  • the supply of a newspaper, periodical or magazine with the exception of subscription contracts for the supply of such publications;
  • contracts concluded at a public auction;
  • the provision of accommodation other than for residential purpose, transport of goods, car rental services, catering or services related to leisure activities if the contract provides for a specific date or period of performance;
  • the supply of digital content which is not supplied on a tangible medium if the performance has begun with the consumer’s prior express consent and his acknowledgment that he thereby loses his right of withdrawal.

In accordance to the French Code de de la consommation (article L.221-5), this model can be used by any Buyer Consumer, within the limits and conditions stated in the present Terms, to ask for a withdrawal from any contract concluded with a professional Seller.

Model withdrawal form

(Please complete and return this form only if you wish to withdraw from the contract)


To : (contact details of the professional Seller)

I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following goods (*)/for the provision of the following service (*) :

Ordered on (*)/received on (*) :

Name of consumer(s) :

Address of consumer(s) :

Signature of consumer(s) (only if this form is notified on paper) :

Date :

(*) Delete as appropriate.

Article 16 - Geographical restriction of use

The use of this Website and that of its services is limited to the following area : Europe

Article 17 - Limitation of liability

The Publisher is bound by an obligation of means; he or she cannot be held liable for damages resulting from the use of the Internet network such as data loss, hacking, viruses, failure in service, or other.

The Publisher cannot be held liable for breach of contract due to a force majeure event, including but not limited to total or partial strike of postal services, carriers, or disasters caused by floods or fires. Regarding purchased Provisions, Disruptor shall not be liable for any consequential damages because of present, trading loss, operating loss, loss of profit, damage or expense that might arise.

The choice and purchase of a Provision are under the sole responsibility of the Customer. The total or partial inability to use such Provision due to incompatibility of equipment cannot lead to any compensation, reimbursement or questioning the responsibility of the Publisher, except in the case of a proven hidden defect, non-compliance, or genuine exercise of rights of withdrawal (if the Customer is a Consumer and withdrawal right is applicable to the contract, according to the French Code de la consommation - article L.221-18 and following).

The User expressly agrees to use the Website at his own risk and under his sole responsibility. The Website provides the User with indicative information and flaws, errors, omissions, misstatements and other ambiguities may exist. In any event the Publisher will no be liable for :

  • any direct or indirect damage, including but not limited to lost profits, revenue shortfall, loss of customers or data that may result from the use of this Website or conversely the inability to use it;
  • any malfunction, impossibility of access, misuse, improper configuration of the User's computer, or for the use by the User of an unusual browser;
  • the advertisements content and other links or external sources the User may access through the Website.

Article 18 - Hypertext links

The hypertext links on the current Website may refer to other sites and the responsibility of the Publisher of the current Website cannot be engaged if the content of these sites contravenes the laws. The Publisher will not be held responsible of any harm caused to the User by his or her visit on those third-party sites.

Article 19 - Use of Cookies

Cookies allow the Website to identify its Users, customize their browsing experience and speed up the display of the Website pages through a data file saved on their computer or device. Cookies are typically used on the Website to 1) gather User navigation data to provide analytics and optimize User experience and 2) allow the User to log in to and access password-protected pages, including but not limited to his or her account pages.

The User acknowledges he or she has been informed of the use of cookies on the Website, and authorizes the Website and its Publisher to use cookies. The Publisher agrees to never disclose the content of these cookies to third parties, except in the course of legal proceedings. The User can refuse the use of cookies or configure his or her browser to be notified prior to their use. To do this, the User can proceed as follows :

Article 20 - Accessibility

The Publisher cannot be liable for any technical hinderance of the connection to the Website, including but not limited to hinderance due to a force majeure event, a maintenance, an update, changes being made on the Website, an intervention by the hosting company, an internal or external strike, a network outage, a power failure, or a bad setup or operation of the User computer.

Failure to connect to the Website is not considered harmful to the Users, and will not result in any right to any kind of compensation. The unavailability of the Website, even extended without any time limit and concerning one or several Provisions, can not be considered harmful to the Users and cannot result in the award of damages from the Publisher.

Article 21 - Intellectual property rights relating to information published on the Website

Unless otherwise stated, the Publisher or its licensors own the intellectual property rights of the Website and of material on the Website. Copying any content, including but not limited to logos, text content, pictures or videos is strictly prohibited and will be considered counterfeiting. Any User found guilty of counterfeiting would likely see his or her account deleted without notice or compensation, this deletion not preventing the Publisher or its representative to initiate legal actions or a lawsuit against the member, should the facts warrant it.

This site uses elements (images, photographs, content) whose credits go to: music instrument brands or manufacturers.

Trademarks and logos appearing on the Website are deposited by the Publisher or possibly by one of its partners. As such, any person proceeding to their representations, reproductions, interweavings, distribution and reruns incurs to penalties foreseen in the French Code de la propriété intellectuelle (article L.713-2 and following).

Article 22 - Claims and notices

Any notice concerning the Terms, Legal Notices or Privacy Policy must be made in writing and delivered by hand, by registered or certified mail, by post or any other well-known courier service at national level that allows regular review of its prices and conditions, or by e-mail, using the addresses mentioned in the Legal Notices of this Website, stating the full name and contact details of the person writing the notice, and the subject of the notice.

Any claim or cause of action a User may have with respect to his or her use of the Website, its pages, services or the social network pages of the Publisher must be reported within one (1) year after the claim or cause of action arises. If it is not, such a claim or cause of action will never be applicable before a court.

It is possible that there are, on the whole Website and the services offered, and to a limited extent, inaccuracies or errors, or information that is at odds with the Terms, Legal Notices or Privacy Policy of the Website. In addition, it is possible that unauthorized modifications happen to be made by third parties on this Website or related services (social networks ...). The Publisher makes every effort to ensure that such discrepancies be corrected.

Any User can contact the Publisher using the addresses mentioned in the Legal Notices of this Website, to give, if possible, a description of an error and its location (URL), as well as sufficient information for the Publisher to be able to contact back the User.

Article 23 - Severability

If any clause of these Terms should be declared null and void by a court, such nullity shall not extend to any other clauses, which continue to be in effect.

They supersede all previous or contemporary written or oral agreements. The Terms are not assignable, transferable or sublicensable by the User himself/herself.

A printed version of the Terms and any notice given in electronic form may be requested in judicial or administrative proceedings in connection with the Terms. The parties agree that all correspondence relating to these Terms shall be in French language.

Article 24 - Eligible law and consumer mediation

These Terms are subject to the application of French law.

Excepting public policy provisions, any dispute that may arise regarding the execution of these Terms may be submitted to the discretion of the Publisher with a view to a friendly settlement, before any legal proceedings.

It is expressly stated that the claims for friendly settlements do not suspend nor set aside the deadlines fixed for instigating legal proceedings. Unless otherwise provided by public policy provisions, any legal proceedings regarding the execution of this contract shall be subject to the jurisdiction of the Court of Appeal that has been referred to.

Consumer mediation

As required in the article L.612-1 of the French Code de la consommation, Disruptor SAS guarantees that the customer can seek a free-of-charge consumer mediation for the amicable resolution of any dispute with the publisher.

Disruptor SAS offers its nonprofessional customers (Consumers) the mediation of the following mediator :

  • Médiateur des entreprises
  • 98 rue de Richelieu - 75002 Paris
  • https://www.economie.gouv.fr/mediateur-des-entreprises

Mediation is not mandatory but only offered to allow informal resolution of disputes and avoid unnecessary litigation.

All rights reserved - 26 November 2019

 

 

 

General term and conditions of payment - LEMON WAY

The Account Holder, party of the first part,

and,

Lemon Way, a French SAS (simplified joint-stock company) with share capital of €1,232,702.88, which registered office is located at 14 rue de la Beaune, 93100 Montreuil, France, and registered with the Bobigny trade and companies register under number 500 486 915 (hereinafter called "Lemon Way"), approved on 24 December 2012 by the Prudential Supervisory and Resolution Authority (“ACPR”, France, website http://acpr.banque-france.fr/), 61 rue Taitbout 75009 Paris, as a Hybrid Payment Institution, under number 16 568 J, party of the second part.

DISCLAIMER

The Account Holder may consult this Framework Agreement at any time, reproduce it, store it on his computer or on another medium, transfer it by e-mail or print it on paper so as to keep it.

In accordance with the law, it is possible to verify the approval of Lemon Way, as a payment institution, at any time on the website regafi.fr. The Website of the Lemon Way payment institution is: www.lemonway.com

1.PURPOSE

This "Framework Agreement for Payment Services” is available at any time on the Website (https://www.Lemonway.com). It governs the terms and conditions of opening a Lemon Way Payment Account in the Account Holder's name and the provision of Payment Services. The Account Holder should read the terms and conditions carefully before accepting them.

2.DEFINITIONS

When used with the first letter capitalised, the terms used in this Framework Agreement shall have the meanings defined below, regardless of whether they are used in the singular or plural form:

•Beneficiary: a natural person or legalentity designated by the AccountHolder as the recipient of a transferfrom his Payment Account. TheBeneficiary must hold an accountopened in the books of an authorisedthird-party Payment Service provider.The Beneficiary may be the AccountHolder.

•Framework Agreement: FrameworkAgreement for Payment Services, asdefined in article L. 314-12 of the FrenchMonetary and Financial Code, enteredinto between Lemon Way and theAccount Holder and consisting ofthese terms & conditions.

•Payment Account: payment accountwithin the meaning of article L. 314-1 ofthe French Monetary and FinancialCode, opened in the books of LemonWay to debit and credit the PaymentTransactions, the fees due by theAccount Holder and any reversal inconnection with its Transactions andto clear these amounts on the date oftheir recording for the purpose ofshowing a net balance.

•Business Day: any day exceptSaturdays, Sundays and publicholidays in France.

•Payment Transactions: the act ofpaying, transferring or withdrawingfunds from or to the Payment Account,regardless of any underlyingobligation between the Payer and theBeneficiary.

•Payment Order: consent of theAccount Holder given according to thepersonalised device and the procedures agreed between the Account Holder and Lemon Way, in order to authorise a Payment Transaction.

•Partner: commercial companyoperating the Partner Site and usingthe services of Lemon Way.

•Payer: Natural person or legal entitywho may be the Account Holder incase of funding his own PaymentAccount or user of the Partner Site.

•Funds: Available amount credited tothe Payment Account that may beused for executing future PaymentTransactions, determined by LemonWay after taking into account thecurrent Payment Transactions and theamount of the Funds frozen defined inarticle 5.

•Third-Party Payment Services Provider(PSP): Payment Services provider(financial institution) approved by anauthority of a State belonging to theEuropean Economic Area and whichhas opened a bank account orpayment account in the AccountHolder’s name.

•Payment Services: services providedby Lemon Way pursuant to thisFramework Agreement andcomprising the execution of credittransfers and the acquisition of creditcard and wire transfer orders, as well asthe cashing of cheques.

•Website: Refers to the websitehttp://www.lemonway.com throughwhich Lemon Way offers PaymentServices.

•Partner Site or Website: Refers to thesite and/or application used by thePartner to enable individuals toperform Payment Transactions.

•Account Holder: Natural person orlegal entity with a Payment Account tomake and/or receive a PaymentTransaction.

 

3.OPENING OF A PAYMENT ACCOUNT

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

 

3.1 Account Holder’s prior declarations

The Account Holder, a qualified legal entity or natural person, expressly declares having the capacity and/or having received the authorisations required to use the Payment Services provided by Lemon Way and guarantees Lemon Way against any liability that it may incur as a result of a false declaration.

 

The Account Holder declares that it acts on its own behalf. The Account Holder has the obligation to use the services provided by Lemon Way in good faith, for lawful purposes and in compliance with the provisions of the Framework Agreement.

 

Any Account Holder who is a natural person declares to be resident in France or in the European Economic Area.

 

For any other country of residence or registration, Lemon Way reserves the right to study the application to open a Payment Account in order to comply with the geographical scope of its authorisation.

 

3.2 Sending of identification documents

Lemon Way informs the Account Holder that in accordance with the identification requirements relating to the anti-money laundering and combating the financing of terrorism, opening the Payment Account is subject to sending and validating the required identification documents according to the capacity of the Account Holder.

 

Lemon Way reserves the right to request any other document or additional information, to allow it to carry out the appropriate verifications in accordance

 

with its legal obligations including for the anti-money laundering.

 

The Account Holder agrees to let the Partner Site send these documents to Lemon Way by computer transmission and uploading on Lemon Way’s computer systems.

 

3.3 Terms of approval of the Framework Agreement

The Framework Agreement must be approved by the Account Holder by any means. The latter acknowledges having carefully read, understood and accepted the Framework Agreement in its entirety.

 

3.4 Acceptance of Opening a Payment Account

Lemon Way may refuse to open a Payment Account for any reason without having to justify its decision. This will not give rise to any payment of damages.

 

Subject to the express written permission of his or her legal representative, a minor under the age of eighteen (18) years old may open a Payment Account.

 

For this purpose, the required identification documents will be those of the legal representative having given his or her express and written authorisation, those of the minor, as well as a document which serves as evidence of authority (family record, court decision conferring the power of representation).

 

The Partner Site may send the acceptance or refusal of the opening of its Payment Account to the Account Holder by sending an Email. Upon acceptance, the Account Holder may identify himself on the Partner Site to verify that his Payment Account is open.

 

3.5 Specific regime for occasional customers

The occasional customer is the “visiting” customer who requests the intervention of Lemon Way to execute an individual Payment Transaction or several Payment Transactions with a link between them subject to the limits applicable by Lemon Way. Transactions carried out by an occasional customer will not be subject to the opening of a Payment Account.

 

Lemon Way recalls that the specific regime for occasional customers is only applicable to a certain type of clientele and activity.

 

Acceptance of this Framework Agreement does not constitute an entry into a business relationship and the opening of a Payment Account in the event that the specific regime for occasional customers is applicable.

 

Lemon Way reiterates that if the applicable Payment Transaction limits are exceeded, the opening of a Payment Account will be required in order to carry out new Payment Transactions.

 

4.CREDITINGTHE PAYMENT ACCOUNT

 

4.1 Funding the Payment Account

The Account Holder may proceed to fund his Payment Account by the payment methods made available by the Lemon Way Partner.

 

In case of funding the Payment Account by cheque (French only), they must be made payable to the order of Lemon Way.

 

The funding must be made from a bank account opened in the Account Holder’s name by a third-party PSP in order to transfer these funds by internal transfer to another Payment Account opened in Lemon Way’s books. These two Payment Transactions are deemed interrelated.

 

For security reasons, Lemon Way may refuse or cancel the registration of the payment method used by the Account Holder.

 

Lemon Way sets payment limits in the interest of protecting the Account Holder

 

and complying with the regulations in force regarding Payment Services. Single limits, per day, per month and per year, as well as all forms of restrictions (in particular regarding the strong authentication of the Account Holder) are applied by Lemon Way to fight against fraud.

 

The Account Holder is informed that any Payment Transaction that may result in exceeding the applicable limits will automatically be rejected by Lemon Way.

 

Any Transaction by credit or debit card, which is the subject of a non-payment, rejection or objection will have its amount automatically be deducted by Lemon Way from the net balance of the Payment Account. If the net balance is insufficient, Lemon Way is entitled to use all remedies against the Account Holder to recover the amount due. In addition, Lemon Way will be entitled to refuse to execute all future payments made using the card that gave rise to the incident.

 

Lemon Way also debits the Account Holder’s Payment Account for the Payment Transactions that were rejected and other penalties that may be issued by the acceptance networks.

 

4.2 Lead time for the recording of funds on the Account

Lemon Way will record the funds resulting from the purchase of a Payment Transaction by credit card or bank transfer as soon as possible and no later than the end of the Business Day in which the funds are received by Lemon Way.

 

The lead time for recording funds on the Account may be longer if other payment methods made available by Lemon Way are used.

 

For security reasons, the recording lead time may be longer in the event of suspicion of fraud pending the provision of additional information by the Account Holder or any other third party concerned.

 

5.DEBITING A PAYMENT ACCOUNTBY TRANSFER

 

5.1 Initiating a Payment Order

Lemon Way provides a payment service allowing Account Holders with a Payment Account to instruct Lemon Way to execute a transfer provided that the Funds in the Account are greater than the total amount of the transfer (including costs). In case of insufficient Funds, the Payment Order will automatically be rejected.

 

The Funds available are the net balance of the Payment Account excluding the Funds frozen and the Transactions in progress. The amount of the Funds frozen is determined by Lemon Way to cover any reversals arising from the dispute of a Payment Order. Such a dispute may occur within a period of thirteen (13) months from debiting the Account for the Transaction.

 

The Payment Order may be made either to the attention of another Payment Account opened in Lemon Way’s books, or to the attention of a bank account in the Account Holder’s name opened in the books of an authorized third-party PSP.

 

The Payment Order must include the following information:

•the amount in euros;

•The first name and surname of theBeneficiary;

•the number of his bank accountopened in the third-party PSP’sbooks.

 

The Account Holder acknowledges that if the currency of the Payment Account differs from that of the Beneficiary account to which the funds will be transferred, exchange rate fees will be charged by the Beneficiary’s PSP. It is the responsibility of the Lemon Way Partner and the Beneficiary’s PSP to inform the Beneficiary of the exchange rate charged, fees and deadlines, before any acquisition of a transfer order. This information must be sent to the paying Account Holder by the Partner.

Lemon Way cannot be held responsible if the bank details provided for transfer requests are incorrect or not updated.

 

5.2 Irrevocability of a Payment Order

 

The Payment Order validly given by an Account Holder is irrevocable for the Account Holder as of the entry of a single-use code in accordance with article 5.1. The Account Holder will not be able to request cancellation of the Payment Order.

However, Lemon Way may block any Payment Order in the event of a suspected fraud or violation of anti-money laundering and combating the financing of terrorism (AML-CFT) applicable rules.

Payment Orders are subject to the prior consent of the Payer or the Account Holder. In the absence of such consent, the Transaction or series of payment Transactions shall be deemed not authorised.

The consent may be withdrawn by the Payer as long as the Payment Order has not acquired a character of irrevocability in accordance with the provisions of article L.133-8 of the French Monetary andFinancial Code.

When the Payment Transaction is initiated by the Beneficiary or by the Payer who gives a payment order through the Beneficiary, the Payer cannot revoke the payment order after having transmitted the Payment Order to the Beneficiary or given the Beneficiary his consent to execute the Payment Transaction.

Consent to execute a series of Payment Transactions may also be withdrawn, with the effect that any subsequent Transaction shall be deemed unauthorised.

 

5.3 Amounts of ceilings and applicable limits

Any Payment Transaction that is likely to exceed the limits applicable to the amount of the cumulative monthly payments will automatically be rejected by Lemon Way.

Other ceilings or Payment Order blockages may be activated at any time by Lemon Way in case of a risk of fraud.

Lemon Way reserves the right to reverse a Payment Transaction if the transaction to transfer funds by credit or debit card used to credit the Payment Account in order to complete the transaction is rejected or cancelled by the PSP issuer of the card.

 

5.4 Lead time for executing orders

The maximum execution times for Payment Services, in accordance with the decree of 29 July 2009, applying article L.133-13 of the French Monetary andFinancial Code, are as follows:

 

•a Payment Transaction initiated on aBusiness Day will be executed byLemon Way no later than the followingBusiness Day if it is made in euros forthe benefit of a credit institutionlocated in a Member State of theEuropean Union;

•A Payment Transaction initiated on aBusiness Day will be executed byLemon Way no later than the end ofthat Business Day if it is made in eurosfor the benefit of another PaymentAccount.

 

6.REPORTING

6.1 By Transaction

When a Payment Transaction is made, Lemon Way or the Partner Site automatically sends a confirmation email of the Transaction to the Account Holder 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 or the Payer, the description of the Payment Transaction, its amount, the date and time of the Payment Transaction and any special payment conditions.

 

6.2 Statements

All Payment Transactions are included in a statement established in real time for each Payment Account.

 

The Account Holder will have access to the Payment Account statements showing all the Payment Transactions debited and credited to this account via the Partner Site.

 

The consultation period is maintained for two (2) years plus the current year. For the applicable regulatory periods, Lemon Way will keep an electronic file of the records documenting the Payment Transactions carried out.

 

7.DURATION OF THE FRAMEWORKAGREEMENT AND EFFECTIVEDATE

The Framework Agreement comes into force for an indefinite period at the moment of acceptance of these terms by the Account Holder.

The Account Holder has a period of fourteen (14) calendar days to waive the Framework Agreement free of charge, if he meets the conditions of article D. 341-1 of the French Monetary and Financial Code for legal entities or if he is a natural person. This period runs from the day the Framework Agreement is concluded, i.e. the day the Account Holder accepted these terms & conditions. During this cancellation period, the execution of the Framework Agreement may begin only at the express request of the Account Holder. The Account Holder expressly acknowledges and agrees that any payment instruction sent to Lemon Way before the expiry of the cancellation period constitutes an express request by the Account Holder to execute the Framework Agreement. The Account Holder will not be entitled to cancel a payment instruction that he has given and confirmed during the cancellation period.

 

This right of cancellation may be exercised by the Account Holder without penalty and without giving reasons.

The Account Holder is obliged to notify Lemon Way, by any means, of his decision to cancel. If the Account Holder does not exercise his right of cancellation, the Framework Agreement will be maintained in accordance with the provisions of these terms & conditions. To terminate the Framework Agreement, he will have to comply with the termination conditions of article 19.

 

8.CLAIMS

Lemon Way does not consider claims relating to the relationship between two Account Holders or between an Account Holder and a third party to be admissible. Only those relating to the absence or the improper performance of a Payment Transaction executed by Lemon Way are covered by this article and by the Framework Agreement.

 

Claims (disputes, rights of objection, access and rectification) may be exercised free of charge on request sent to Lemon Way by email at the following email address: support@lemonway.com or by mail to the following address: LEMON WAY – Service Réclamation - 14, rue de la Beaune 93100 Montreuil

 

Any dispute or query related:

•to information communicated byLemon Way pursuant to theFramework Agreement;

•to an error in the performance ofthe Payment Services or in its non-performance;

•an error in the debit forcommission, tax or fees by LemonWay;

must be notified to Lemon Way by the Account Holder as soon as possible after the date on which the Account Holder became aware of it or is presumed to have known of it or in any other longer period provided for by specific provisions or by law.

 

In accordance with ACPR recommendation 2015-R-03 dated 26 February 2015, an acknowledgment of receipt will be sent within a maximum period of ten days. Claims will be processed within a maximum of two months as of their receipt.

 

A statement of claim form is also available on Lemon Way’s Website: https://www.lemonway.com/claim

 

In the absence of an amicable agreement, the Account Holder acting for non-professional needs can send a letter to an independent mediator, i.e. the Mediator of the AFEPAME, at 36 rue Taitbout 75009 Paris, to whom the matter can be referred free of charge in case of a dispute arising as a result of the application of these terms & conditions, without prejudice to other legal action.

 

9.COSTS

In consideration for the provision of the Payment Services to the Account Holder, Lemon Way will receive a fee, the amount and conditions of which shall be determined between the Partner and Lemon Way.

Lemon Way informs the Account Holder that the Partner shall bear all the costs relating to the provision of the Payment Services.

The Account Holder is informed that Lemon Way may charge up to 15% of the amount concerned for the processing of outstanding amounts, rejections or objections.

 

10.SECURITY

10.1 Notification obligation

The Account Holder has the obligation to immediately inform Lemon Way in the event of suspicious access or fraudulent use of his Payment Account or of any event likely to lead to such use, such as and not limited to: loss, accidental disclosure or misappropriation of its user information for the Payment Account or an unauthorised Transaction.

This notification must be made by sending an email to the following email address: alert.lcbft@lemonway.com and be confirmed in writing to the following address:

LEMON WAY - Financial Security Department - 14 rue de la Beaune 93100 Montreuil, France.

 

10.2 Prevention

Lemon Way will do its utmost to prevent further use of the Payment Account. The Partner also has his own means of secure communication with the Account Holder under his own responsibility.

 

10.3 Use of cookies

Lemon Way informs the Account Holder that cookies may be used as part of the Payment Services. Above all, these cookies serve to improve the functioning of the Payment Services, particularly in terms of speed.

 

The Account Holder is informed that, in his browser settings, he may refuse cookies from Lemon Way, but this may affect his use of the Payment Services.

 

10.4 Interruption of Payment Services

Lemon Way undertakes to use all reasonable means at its disposal to ensure round-the-clock service. Lemon Way,

 

however, does not guarantee continuous, uninterrupted access to the Payment Service. Therefore, Lemon Way cannot be held responsible for any delay and/or total or partial inaccessibility to the Payment Services whenever they result from factors that are beyond the reasonable control of Lemon Way.

 

The Account Holder is informed that Lemon Way may occasionally interrupt access to all or part of the Payment Services:

 

•to allow for repairs, maintenance,or functionality enhancements;

•in case of suspicion of attemptedhacking, embezzlement or anyother risk of harm;

•on requests or instructions fromauthorised persons or competentauthorities.

Lemon Way cannot be held responsible in any way for any damages resulting from these suspensions.

 

Upon the normal resumption of service, Lemon Way will make reasonable efforts to process pending Payment Transactions as soon as possible.

 

10.5 Objection to the security system

The Account Holder may present an objection by contacting Lemon Way by email at the following address: support@lemonway.com or by phone at: +33 1 48 18 19 30.

The security system is understood as any measure for securing Payment Transactions and/or access to the Account Holder’s account via its customer area on the Partner Site, in accordance with the regulations in force.

A record number for this objection is created and is kept for 18 months. At the written request of the Account Holder and before the expiry of this period, Lemon Way will send him a copy of this objection.

Lemon Way cannot be held responsible for the consequences of an objection that does not emanate from the Account Holder. The request to make an objection shall be deemed made on the date of actual receipt of the request by Lemon Way or any person authorised by it for that purpose. In case of theft or fraudulent use, Lemon Way is entitled to request a receipt or a copy of the complaint filed, from the Account Holder who undertakes to respond to it as soon as possible.

Lemon Way will block access to the Payment Account.

 

11.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 French Monetary and Financial Code, for the proper execution of the Payment Transaction with regard to the paying Account Holder until receipt of the funds by the Beneficiary’s third-party PSP. When Lemon Way is responsible and at fault for a Payment Transaction that has been improperly executed, Lemon Way shall promptly return the amount to the Payer and restore the debited account to the position that it would have been if the poorly managed Payment Transaction had not taken place.

The Account Holder, acting for non-professional purposes, who wishes to dispute a Payment Transaction that was not authorised by him, 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 following the recording of the Payment Transaction. In case of using the security system, the unauthorised Payment Transactions made prior to notification of the objection are the responsibility of the Account Holder acting for non-professional purposes, up to a limit of 50 euros, in accordance with article L. 133-19 of the

French Monetary and Financial Code. However, Lemon Way shall not incur liability in the event of fault by the Account Holder such as a voluntary failure or constituting serious negligence with respect to its obligations, sending the objection late or exercising bad faith. In case of misappropriation of its data or counterfeiting, the losses resulting from the Payment Transactions made before the objection by the Account Holder acting for non-professional purposes shall be borne by Lemon Way, except in case of fault as defined above. Payment Transactions carried out after the objection of the Account Holder acting for non-professional purposes shall be borne by Lemon Way except in case of fraud.

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

In no event shall Lemon Way be liable for consequential damages, such as commercial harm, loss of clientele, any business disturbance, loss of profit, loss of brand image suffered by an Account Holder, or by a third party, which could result from the Payment Services provided by Lemon Way. Any action directed against an Account Holder by a third party shall be considered indirect damage, and therefore shall not give entitlement to compensation.

Unless otherwise provided in these terms & conditions or mandatory laws and without prejudice to other causes of exclusion or limitation of liability provided herein, Lemon Way shall not be held responsible in any way for any damage caused by a case of force major event or event beyond its control or any measure taken or legislation adopted by the French or foreign authorities. A case of force majeure or an event out of its control may consist of, but is not limited to: a power failure, fire or flood, a strike by its staff or one of its subcontractors or suppliers, malfunction of the inter-bank systems or payment by credit card malfunction, disturbance of public order, third-party negligence, as defined by case law and legal opinion, such as those responsible for the delivery of electricity, telecommunication or hosting services.

 

12. PROTECTIONS OF CLIENT FUNDS

Lemon Way will keep the available funds credited to the Account Holder’s Payment Account at the end of each Business Day in a client-money account opened with Lemon Way partner banks in accordance with article L. 522-17 of the French Monetary and Financial Code.

 

13.DEATH - INACTIVE PAYMENTACCOUNT - PROXY

13.1 Death

In case of death of the Payment Account Holder, Lemon Way must be notified as soon as possible by the rights-holders or their representative. If this notice is given verbally, it must be confirmed in writing. Upon receipt of this written notice, Lemon Way shall ensure that no new Payment Transaction is executed and will close the Account.

If the Funds that Lemon Way holds in the name of the deceased is greater than the costs to close the account, the Beneficiaries may be refunded only in the event that they or their representative produce evidence, according to the applicable legislation, establishing the distribution of the estate and any other document that Lemon Way may deem necessary.

In the absence of transfer for any reason whatsoever, including the failure to produce relevant documents to Lemon Way, the provisions of article 13.2 of these terms & conditions shall apply to the Funds.

 

13.2 Inactive account

A Payment Account is deemed to be inactive if:

i.a) the Payment Account has not beenthe subject of any PaymentTransaction for a period of twelvemonths, except for debit entry byLemon Way, taking into account alltypes of fees and commissions, and

b)the Account Holder, its legalrepresentative or the personauthorised by the Account Holder hasnot come forward in any formwhatsoever with Lemon Way; or

ii.at the end of a period of twelve (12)months following the death of theAccount Holder. The Account Holderand its successors are hereby informedof the consequences related thereto.

The money entered in the inactive Payment Account is deposited with the Caisse des Dépôts et Consignations at the end of a period of ten (10) years from the date of the last Payment Transaction, excluding the entry of debits by Lemon Way, taking into account all types of fees and commissions; except in the event of the death of the Account Holder where the money registered in the inactive Payment Account shall be deposited with the Caisse des Dépôts et Consignations after a period of three (3) years following the date of the Account Holder’s death.

Fees will be charged for any reminder and notification sent by Lemon Way to the Account Holder or the Partner. In case of an inactive account and after Lemon Way has sent a reminder and notification, a management fee will be applied.

 

13.3 Power of attorney

The Account Holder may, under his sole responsibility, give a person the power to use his Payment Account to make the Payment Transactions as defined in the power of attorney. The power of attorney shall take effect only upon receipt and acceptance of the duly completed form by Lemon Way. The power of attorney will be notified by any means. It shall automatically cease upon the death of the Account Holder. It may be revoked at the initiative of the Account Holder who shall inform the proxy and Lemon Way by registered letter with acknowledgment of receipt. The termination shall take effect on the date of receipt of the termination by Lemon Way. The Account Holder shall remain bound by the Payment Transactions initiated on his behalf until that date by the designated proxy.

The Account Holder expressly waives Lemon Way’s professional secrecy with respect to the Payment Account data in respect of the proxy designated by the power of attorney.

 

14.INTELLECTUAL PROPERTY

No intellectual property rights relating to the use of the Payment Service or the services rendered by Lemon Way shall be transferred to the Account Holder under these terms & conditions.

 

The Account Holder undertakes not to infringe the rights held by Lemon Way, in particular by prohibiting any reproduction, or adaptation of all or part of the intellectual and material elements of Lemon Way and its accessories, and whatever the support, current and future.

 

Lemon Way has full and complete ownership of all the rights relating to the software used to carry out the Payment Services. They are part of its confidential information regardless of whether or not certain components may be protected in the current state of the law by an intellectual property right.

 

Lemon Way’s software and, as applicable, its documentation, is recognised by the Account Holder as intellectual work that Lemon Way itself and the members of its staff undertake to consider as such by refraining from copying or reproducing said software and documentation, translating them into any other language,

 

adapting them, distributing them for free or for a fee, or adding anything to them that does not conform to their specifications.

 

The brand “Lemon Way” is the property of Lemon Way. The Account Holder undertakes not to delete the mention of the “Lemon Way” brand on any item supplied or made available by Lemon Way, such as software, documentation or an advertising banner.

 

15. CONFIDENTIALITY

 

The Account Holder undertakes to adhere to the strictest confidentiality regarding all the techniques, commercial or of any other nature, of which he becomes aware as part of executing the Payment Service.

 

This confidentiality obligation will remain in effect for the duration of the subscription to the Payment Service and for three (3) years following the termination date of the Framework Agreement. This confidentiality obligation does not apply to information that is or becomes publicly available independently of the Account Holder.

 

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

 

16.COLLECTION AND PROCESSINGOF PERSONAL DATA

 

In accordance with the General Data Protection Regulation adopted by the European Parliament on 14 April 2016, and the Data Protection Act of 6 January 1978, as amended, Lemon Way informs the Account Holder:

 

16.1 Identification of the data controller

 

Lemon Way SAS, registered office located at 14 rue de la Beaune, 93100 Montreuil - France, Tel: + 33 (0)1 48 18 19 30.

 

16.2 Data Protection Officer

 

The Account Holder may contact the Data Protection Officer at the following e-mail address: dpo@lemonway.com and at the following telephone number: + 33 (0)1 48 18 10 41.

 

16.3 Purposes of data processing

 

In the context of operation of the Site and the services provided by Lemon Way, the processing of personal data is intended to manage the customers, the creation and management of accounts, management of the contracts, management of cancellations, management of disputes, Website management, mailing, communications, the anti-money laundering and combating the financing of terrorism, marketing, KYC, development of statistics with the aim of improving the Lemon Way tools, the management of requests concerning the rights of people, implementation of the Partners, support management.

 

16.4 Nature of the data

 

Lemon Way directly and indirectly collects the following categories of data concerning its users:

 

•Vital records, identity, identification...;

 

•Data relating to career (CV, schooling,vocational training, etc.);

 

•Economic and financial information(income, financial situation, taxsituation...);

 

•Connection data (IP addresses, eventlogs, etc.).

 

16.5 Source of the data

 

Lemon Way collects personal data directly through a contract, a legal obligation, the consent of the person or the legitimate interest of the company.

 

Lemon Way also collects personal data indirectly in order to comply with the anti-money laundering and anti-terrorist financing regulations.

 

16.6 Consent of the person

 

When the person has consented to having his personal data collected, the latter may withdraw his consent at any time. The Account Holder may withdraw his consent via the address dpo@lemonway.com.

 

Lemon Way informs that such withdrawal will result in the closing of the Account.

 

16.7 Legitimate interest in data processing

 

When Lemon Way collects and uses personal data based on the legitimate interest, the purpose is to prospect for customers and develop the number of its Partners.

 

16.8 Scoring

 

Scoring is only implemented in the context of the anti-money laundering and combating the financing of terrorism and the fight against fraud.

 

16.9 Recipients of the data

 

The recipients of the personal data are those employees authorised within Lemon Way, the supervisory authorities, the partners of Lemon Way and its subcontractors. Personal data may also be disclosed by application of a law, regulation or by a decision of a competent regulatory or judicial authority.

 

16.10 Duration of storing the data

 

The personal data collected by Lemon Way shall be kept for the time necessary for the purpose for which it is processed. Beyond this storage period, the data becomes intermediate archives or is made anonymous and kept for statistical and historical purposes.

 

Purges concerning personal data are set up to verify the effective deletion as long as the storage or archiving period necessary for fulfilling the specified or imposed purposes is achieved.

 

16.11 Rights of persons

 

In accordance with the provisions in force, the Account Holder has rights regarding his personal data, which he can exercise by writing to the DPO at postal address mentioned in point 16.1 or sending an email to dpo@lemonway.com.

 

ØRight of access

 The Account Holder has the right to access the personal data concerning him. However, for security and confidentiality reasons, the request can only be processed if the Account Holder provides proof of his identity.

 Lemon Way can object to or bill for clearly abusive requests (large number of requests, requests of a repetitive or systematic nature).

 

ØRight of rectification

 The Account Holder has the right to request rectification of his personal data when it is inaccurate, erroneous, incomplete or obsolete.

 

ØRight to limitation

 The Account Holder has the right to request limitation of his personal data. When the right to limitation is requested, Lemon Way will only be able to store the data. No other operation shall take place.

 

ØRight to portability

 The Account Holder reserves the right to request that the personal data that he has provided to Lemon Way be returned to him in a structured, commonly used and machine-readable format for transmission to another data controller. This right can only be used if the data processing is based on the consent of the person concerned or based on a contract.

 

ØRight of objection

 The Account Holder may object to the use of his data in two situations: 

•For legitimate reasons; 

•In cases of using the data collected forcommercial purposes.

 

ØRight to deletion

 The Account Holder has the right to request that his data be deleted as soon as possible if one of the reasons of paragraph 1 of article 17 of the General Data Protection Regulation applies.

 If the Account Holder’s data has been passed on to other entities, the “right to be forgotten” mechanism shall be activated: Lemon Way shall take all reasonable steps to inform the other entities that the data subject has requested the deletion of any link to his personal data, or any copy or reproduction thereof.

 

ØPost-mortem right

 The Account Holder has the right to define guidelines concerning the personal data of the Account Holder after his death. If necessary, the Account Holder’s heirs may require that the death be taken into account or that updates be made.

 

16.12 Response time

 

Lemon Way undertakes to respond to requests for personal access data or the exercise of a right within one (1) month from receipt of the request.

 

16.13 Data transfer

 

Lemon Way uses authorised service providers located in the European Union.

 

In the event of transfer to a third country, Lemon Way shall comply with the General Data Protection Regulation by using partners or subcontractors providing adequate safeguards through a suitable procedure, standard contractual clauses or internal corporate rules.

 

16.14 French National Data Protection Agency (CNIL)

 

If the Account Holder considers that Lemon Way is not complying with its obligations under the French Data Protection Act and the General Data Protection Regulation, the account holder may lodge a complaint or a request with the competent authority. As Lemon Way’s head office is located in France, the competent authority is the National Commission Informatique et Libertés (French National Data Protection Agency). The Account Holder has the right to contact the French National Data Protection Agency electronically via the following link: https://www.cnil.fr/fr/plaintes/internet.

 

17.AGREEMENT ON EVIDENCE

 

Communications made via e-mail are modes of communication validly admitted as evidence by the Account Holder and Lemon Way.

 

All information stored in Lemon Way’s computer databases relating to Payment Orders and Payment Transactions, has, unless proven otherwise, the same probative value as a written document in paper form, both with regard to its content as regards the date and time when the information is made and/or received. This unalterable, safe and reliable tracking is engraved and stored in Lemon Way’s computer systems.

 

The Lemon Way documents reproducing this information, as well as the copies or reproductions of documents produced by Lemon Way have the same probative value as the original, until proven otherwise.

 

18.BLOCKING AND FREEZING OFTHE ACCOUNT

 

18.1 Blocking the Payment Account

 

The temporary and immediate suspension of a Payment Account may be declared by Lemon Way for any reason, at the discretion of Lemon Way, and in particular:

 

•If the Account Holder has notcomplied with the provisions of theFramework Agreement;

 

•If the Account Holder has providedLemon Way with inaccurate, outdatedor incomplete identification data;

 

•In the event of a significantly increasedrisk of incapacity by the AccountHolder to fulfil his payment obligation;

 

•In case of receipt by Lemon Way of alarge number of refunds, non-payments, cancellation of Orders ordisputes for unauthorised PaymentTransactions.

 

The Account Holder shall be notified of this decision by any means. Since suspension of the Payment Account is intended to protect the Account Holder, it shall not in any case give rise to the payment of damages to the latter.

 

Reactivation of the Payment Account will be at Lemon Way’s discretion, based on additional information or documents which may be requested.

 

Depending on the seriousness of the breach of the Framework Agreement and, in particular, if the Payment Account is used for illicit purposes or contrary to common decency, Lemon Way reserves the right to terminate the Framework Agreement in accordance with the provisions of article 19.

 

Lemon Way reserves the right to apply penalties and management fees to the Account Holder and claim damages from the Account Holder.

 

18.2 Freezing of the Payment Account

 

In application of the screening measures used by Lemon Way (based in particular on the internal sanctions and politically exposed persons lists), a Payment Account may be frozen immediately by Lemon Way in case of risk of fraud, money laundering or financing of terrorism or risk that may affect the security of the Payment Account.

 

The Payment Account may be unfrozen after complete due diligence of Lemon Way’s AML-CFT team, and the funds shall be handled in accordance with the measures provided by the French Treasury Department.

 

19.TERMINATION OFTHE FRAMEWORK AGREEMENT

 

The Account Holder may terminate the Framework Agreement ipso jure which will entail closing his Payment Account by any means after complying with a (1) one-month notice period. The Account Holder must maintain sufficient Funds to ensure successful completion of the pending Payment Transactions during the time necessary for settling them and payment of the fees owed by the Account Holder.

 

Lemon Way may automatically terminate the Framework Agreement which will entail closing the Payment Account by registered letter with acknowledgment of receipt following a (2) two-month notice period.

 

In the event of a serious breach by a Party, the Framework Agreement may be terminated with immediate effect. Serious breach by the Account Holder is understood as: communication of false information; exercise of unlawful activity, contrary to common decency, money laundering or terrorist financing; threats against Lemon Way’s employees or the Partner’s employees; failure to pay; breach of an obligation by the Account Holder hereunder; termination of the relationship between the Account Holder and the Partner; over-indebtedness or, for legal entities, appointment of an ad-hoc representative, an insolvency administrator, initiation of insolvency or liquidation proceedings. Serious breach by Lemon Way is understood as: communication of false information; breach of an obligation hereunder; appointment of an ad-hoc representative, an insolvency administrator, initiation of insolvency or liquidation proceedings.

 

In the event of a change in the applicable regulations and the interpretation made thereof by the relevant Regulatory Authority, affecting the capacity of Lemon Way or its employees to execute the Payment Transactions, the Framework Agreement will automatically be terminated.

 

The Account Holder will no longer be able to send a Payment Order as of the effective date of the termination. The Account may be kept open for a period of 13 months to cover any disputes and subsequent claims. Payment Transactions initiated before the effective date of termination will not be affected by the request for termination and must be executed under the terms of the Framework Agreement.

 

The termination of the Framework Agreement shall result in the definitive closure of the Payment Account. Closing a Payment Account may not give rise to any compensation, whatever may be the damage caused by the closing of this Payment Account. Unless expressly agreed by Lemon Way, the Account Holder whose Account has been closed by Lemon Way is not authorised to open another Payment Account. Any Payment Account opened in violation of this provision may be immediately terminated by Lemon Way without notice.

 

The Funds on the Payment Account object of the closure will be entitled to a transfer payable to the Account Holder of said account, according to the instructions of the latter and subject to (i) the pending Payment Transactions and any subsequent non-payments, bank refusals or objections and (ii) the regulation applicable to frozen assets as provided by the French Treasury Department. If a successor is appointed by Lemon Way, the Account Holder might be asked to close his Payment Account and transfer the Funds to a new payment account opened in the books of the institution appointed as the successor.

 

Lemon Way reserves the right to claim compensation from the court for damages it may have suffered as a result of the violation of the Framework Agreement. The closing of the Payment Account may give rise to costs within the limits of article L. 314-13 of the French Monetary and Financial Code.

 

20.AMENDMENT TOTHE FRAMEWORK AGREEMENT

 

The provisions of the Framework Agreement may be amended or supplemented at any time, in particular with a view to complying with any legislative, regulatory, jurisprudential or technological developments.

 

Any proposed amendment to the Framework Agreement shall be communicated to the Account Holder in writing on paper or on another durable medium no later than two (2) months before the proposed effective date for its entry into force.

 

In the absence of a written objection by registered letter with acknowledgment of receipt sent to Lemon Way by the Account Holder before the expiry of this two-month period, the latter shall be deemed to have accepted these amendments. In case of refusal of the proposed amendment, the Account Holder may terminate the Framework Agreement free of charge upon written request, before the proposed effective date of said amendment. Said request shall not affect all the debits (fees, contributions, payment) for which the Account Holder remains liable.

 

21.GENERAL INFORMATION

 

Should administrative formalities be necessary for the execution of this Framework Agreement, Lemon Way and the Account Holder shall provide each other mutual assistance for the regularisation of these formalities. 

If any of the non-substantive provisions of the Framework Agreement are void under a legal rule in force, it shall be deemed unwritten, but will not invalidate this Framework Agreement. 

The fact that one of the Parties does not claim a breach by the other Party of any of the obligations referred to herein shall not be construed, for the future, as a waiver of the obligation in question.

In the event of conflict of interpretation between any of the titles and any of the clauses of the terms & conditions, the titles shall not be taken into account. 

This Framework Agreement has been drafted in French and English, and then translated in other languages for information purposes only. In the event of a conflict of interpretation, the French and English versions of the Framework Agreement shall prevail on any other existing translation.

 

22.APPLICABLELAW AND JURISDICTION 

This Framework Agreement is governed by French law. 

Unless otherwise required by law, any dispute relating to the performance, interpretation or validity of this Framework Agreement shall be brought before the competent courts and tribunals, and otherwise, before those of Paris.