GENERAL CONDITIONS DELUPAY PRO
MEMBERSHIP OF THE CONTACTLESS OR QR CODE ELECTRONIC PAYMENT SYSTEM AND RELATED SERVICES
(LEGAL AND PROFESSIONAL ENTITIES)
PREAMBLE
This agreement (hereinafter referred to as "the Agreement ") is entered into in accordance with the regulations in force. It comprises the present General Terms and Conditions and the Tariff Conditions, which form an integral part thereof. It represents the contractual framework governing the conditions of use of the Service and associated services.
I. PURPOSE & GENERAL PRINCIPLES OF THE AGREEMENT
ARTICLE 1 - DEFINITIONS
Designated by :
Customer: a natural person making purchases at a point of sale or on a website, or more generally any person who has installed the DeluPay application on their phone.
Payment Account: the Merchant's payment account opened in the books of Banque Delubac & Cie through DeluPay in its capacity as Payment Service Provider. This payment account is required to record debit and credit transactions generated by payments recorded using the Service. It is an essential element of the Service, without which it cannot function.
DeluPay: a société par actions simplifiée (simplified joint-stock company) with capital of €1,909,000, registered with the PARIS Trade and Companies Registry under no. 914 438 031, headquartered at 10, rue Roquépine - PARIS 8ème, specializing in web and mobile application solutions, notably for payment and collection.
In order to offer its QR code or contactless (NFC) payment solution to its customers, DeluPay also acts as :
- as Agent Prestataire de Services de Paiement (within the meaning of article L.523-1 et seq. et seq. of the French Monetary and Financial Code) of Banque Delubac & Cie (no. 721845), a Société en Commandite Simple with share capital of 11,695,776 euros, registered with the Aubenas Trade and Companies Registry under no. 305 776 890, headquartered at LE CHEYLARD (07160) 16, Place Saléon Terras, authorized as a credit institution (CIB : 12879) and subject to the supervision of the Autorité de Contrôle Prudentiel et de Résolution (hereinafter referred to as the " Bank " or " Banque Delubac & Cie "). This mandate granted by the Bank enables DeluPay to offer its customers the opening of a payment account, necessary for the operation of the Service it offers.
- An intermediary in Banking Operations and Payment Services (hereinafter, " IOBSP ") acting as a non-exclusive agent of Banque Delubac & Cie (registered with the ORIAS under number 22006599). This mandate enables DeluPay to offer credit facilities to customers wishing to pay for their purchases in several monthly instalments. Credits are taken out with Banque Delubac & Cie and are subject to the latter's approval.
Equipment: technical device necessary for the use of the Service by the Merchant (software application, website access, etc.).
Merchant : a merchant with a point of sale or an Internet site, any person exercising a liberal profession and, in general, any professional selling or renting goods or services or any entity duly authorized to receive donations or levy contributions that may use the Service.
Service: QR code or contactless (NFC) payment and collection solution offered by DeluPay to merchants (collection) and consumers (payment).
ARTICLE 2 - PURPOSE OF THE AGREEMENT
The purpose of this Agreement is to define the general conditions relating to the opening and use by the Merchant of the Service offered by DeluPay and the associated services.
This service enables merchants with the appropriate equipment to carry out collection operations with customers.
As soon as the Service is opened and in order to enable its operation, the Merchant will, where applicable, have a Payment Account opened in the books of Banque Delubac & Cie.
ARTICLE 3 - DESCRIPTION OF THE SERVICE OFFERED BY DELUPAY
3.1 The QR code or contactless payment service (NFC)
A QR code (Quick Response Code) is a type of two-dimensional barcode, made up of black square modules set in a square with a white background. These dots define the information contained in the code. It is used to facilitate access to information via a smartphone. When subscribing to the DeluPay Service, this QR Code is generated by Merchants using the Equipment installed on their system.
At physical points of sale, the Merchant launches the application and enters the transaction amount to be paid by the Customer. A QR Code will be generated by the Merchant's terminal and presented to the Customer for payment. At the same time, the Customer scans the QR Code generated by the Merchant. By deciding to scan the Merchant's QR Code via the DeluPay application, the Customer consents to and validates the payment transaction.
The DeluPay server will then confirm the available balance and validate the payment transaction initiated by the Customer. The Merchant will then receive notification that the payment has been completed.
NFC (Near Field Communication) is a contactless payment system using radio waves. This protocol enables data to be exchanged over very short distances (a few centimeters). So, when a Merchant enters the amount of a payment transaction on his NFC-compatible terminal, the Customer approaches his cell phone to the Merchant's payment terminal in order to validate and consent to the contactless payment transaction to settle the amount of his purchases. In order to pay via NFC mobile payment (without scanning a QR Code), customers' smartphones must be equipped with an NFC system.
3.2 Online payment service via the Internet or cell phone
The DeluPay service is also available in a version that enables cash receipts to be made from an online merchant site.
The Service is based on the same principle as above, using a QR code generated at the time of payment by the Customer. At the time of payment, the customer will be redirected to the DeluPay payment page, where a QR code will be generated. They will then have to open their application by authenticating themselves, then confirm their transaction by scanning the QR Code to pay for their purchases.
3.3 Service features
The Service is a service accessible remotely via the Internet, designed to enable payment transactions to be processed using the system described above.
In particular, the Service offers the following functionalities:
- Collection of payment transactions by the Merchant ;
- Downloading files and transaction statements ;
- Messaging service.
The Service also offers the Merchant the possibility of :
- view and modify personal information,
- submit supporting documents,
- change its secret code.
The Merchant is informed that the functionalities offered as part of the Service may evolve over time, both from a functional point of view and through the addition of other functionalities. Furthermore, certain products or services offered by DeluPay may not be available through the Service or may be subject to restricted access or specific eligibility conditions.
II. CONDITIONS OF ACCESS & OPERATION OF THE SERVICE
ARTICLE 4 - CONDITIONS OF ACCESS TO THE SERVICE
4.1 Customers concerned
The Service is offered to Merchants, subject to DeluPay's prior approval after reviewing the elements of their file.
4.2 Hardware compatible with use of the service
The Merchant accesses, under his sole responsibility, the Service via the following channels:
- at the following Web address: https://app.delupay.com/merchant/
- from a compatible cash register system (subject to service eligibility).
It is expressly agreed that the Merchant must ensure, under his own responsibility, that the hardware and software at his disposal are compatible with the standards necessary for the proper functioning of the Service. In this respect, DeluPay makes every effort to optimize compatibility, but acknowledges that it cannot guarantee that the Service will operate with all existing terminals.
Furthermore, the Merchant acknowledges that if the mobile application is used on rooted smartphones or tablets (with a modified operating system and/or one not recognized by the publisher), the Merchant takes the risk that the said application may not run in a secure environment. In this case, DeluPay cannot be held responsible for the direct or indirect consequences of such a situation (lack of security, poor execution or non-execution of operations initiated by the Merchant).
DeluPay is not involved in any dispute that may arise between the Merchant and the supplier of the equipment or in the use of fixed or wireless telecommunications networks and their access providers.
4.3 Identification and access to the service
4.3.1 Means of identification
Access to the Service is only possible via secure access.
To identify himself and access the Service, the Merchant will use alphanumeric Login/Password codes.
When subscribing to the Service, the Merchant receives a login and password from DeluPay.
In order to ensure the confidentiality of access to the Service, the Merchant must change his password the first time he logs on. Otherwise, access to the Service will be denied.
The Merchant acknowledges that the password is strictly personal and confidential. In the event of loss or theft, or if the confidentiality of the password is no longer guaranteed, the Merchant must immediately notify DeluPay's customer service department of any objection. In the absence of opposition, the Merchant shall bear all the direct or indirect consequences of the use of the Service by third parties or unauthorized persons.
Upon confirmation of the Merchant's request, DeluPay will block access to the Service and send the Merchant a new password via a secure process.
As soon as the opposition is taken into account, the Merchant is no longer responsible for transactions carried out using the lost or stolen code, except in the case of gross negligence or fraud on his part.
4.3.2 Precautions for use and safety
Precautions for use: access to the Service is secured by personalized security devices which the Merchant undertakes to protect in accordance with the present terms and conditions. The personal codes communicated to the Merchant are strictly confidential.
It is expressly agreed that the Merchant is entirely responsible for the use and safekeeping of his personal codes and, where applicable, for the consequences of their disclosure or use by third parties. It is therefore the responsibility of the latter to keep these codes secret and not to communicate them to anyone.
In particular, it is the Merchant's responsibility to ensure that their personal codes are stored and entered in conditions of complete security and confidentiality. Furthermore, at the end of each session, the Merchant must immediately and imperatively disconnect from the Service.
DeluPay also recommends that the Merchant regularly changes his password.
Blocking of access to the Service: access to the Service will be blocked for five (5) minutes after three unsuccessful attempts by the Merchant to enter his password. Access to the Service will be blocked until the password is reset.
ARTICLE 5 - OPENING AND OPERATION OF THE PAYMENT ACCOUNT
5.1 Payment account opening procedure
In order to use the Service offered by DeluPay, the Merchant hereby acknowledges and agrees to open a Payment Account with Banque Delubac & Cie. This Payment Account is opened at the same time as the DeluPay Service. It is handled by DeluPay in its capacity as Banque Delubac & Cie's Payment Service Provider.
The opening of the Service and the associated Payment Account is subject, in particular, to the communication of the following elements:
- an up-to-date K-bis extract, less than 3 (three) months old, proving the incorporation and registration of the Merchant's company in the Trade and Companies Register and, where applicable, in the Trade Register, and its registration with the professional association for self-employed professionals;
- registration in the Répertoire National des Entreprises
- a copy of the latest, up-to-date articles of association.
- in the case of an association, a copy of the articles of association, certified as true and dated by the manager, publication in the Journal Officiel des associations and an extract from its entry in the Répertoire National des Associations;
- proof of identity of corporate officers;
- proof of the account holder's address;
- if the account holder's activity is subject to prior authorization or approval, this document must also be submitted;
- the latest balance sheet and income statement, as well as the publication of the annual financial statements if the legal entity is subject to ;
- tax returns for the last 3 (three) years.
DeluPay, in conjunction with its banking partner Banque Delubac & Cie, remains free to accept or refuse the opening of the Service and the associated Payment Account, without being obliged to justify its decision.
After analysis, DeluPay will forward all the documentation provided by the Merchant and required to open the Service and the associated Payment Account to Banque Delubac & Cie, in accordance with current regulations.
DeluPay reserves the right to request any additional documents it deems necessary and may ask the Merchant to periodically update all or part of the documents.
5.2 Account transactions
The Payment Account records the payment transactions collected by the Merchant when using the DeluPay Service.
It will record all the payment operations associated with customer transactions (purchases made by customers).
Payment transactions collected by the Merchant are recorded in his Payment Account on the day they are carried out.
DeluPay may refuse transactions of any kind, without being obliged to justify its decision. When DeluPay refuses the execution of a payment transaction, it informs the Merchant, indicating if possible the reason for the refusal, unless prohibited by law.
Furthermore, in the event that the Merchant indicates to DeluPay that a collection operation has not been carried out correctly, DeluPay will have the possibility of proving by any means that the operation has been authenticated, duly recorded and accounted for.
The sums collected by the Merchant on the Payment Account for payments initiated by Customers using the DeluPay service will then be transferred, except in the case of special events, on the next working day to the bank account for which the Merchant will have provided the RIB when the system is opened.
The commissions owed by the Merchant to DeluPay for the transactions carried out will be deducted directly from the amounts collected by the Merchant, in accordance with the pricing conditions. In this respect, the Merchant expressly authorizes DeluPay to proceed with the said deductions.
The situation of the Payment Account as a whole will be assessed in euros only. Transactions in foreign currencies will be determined on the basis of the exchange rate of the currency(ies) concerned on the Paris foreign exchange market on the day of such assessment. Unless otherwise agreed, any transaction debited or credited to an account will automatically be converted into the currency in which the account is held.
The Merchant is obliged to have the Payment Account available for the duration of the agreement. Termination of this agreement automatically entails closure of the associated Payment Account.
ARTICLE 6 - USE OF THE SERVICE
6.1 Principle
The dematerialized QR code or contactless (NFC) payment system is based on the use of the DeluPay application to pay for goods or services, or for donations or membership fees, from merchants who subscribe to the system.
When using the QR code dematerialized payment system, this QR code is generated by the Merchant. The Merchant, via his point of sale or his website, must launch the application and enter the amount of the transaction to be paid by the Customer. A QR Code will be generated by his terminal, which he must present to the Customer for payment. By scanning this QR Code, the Customer consents to and validates the payment transaction, and will thus be able to pay for his purchases instantly if the available credit limit on his Account allows him to do so.
When using the NFC (Near Field Communication) dematerialized payment system, this protocol enables data to be exchanged over very short distances (a few centimeters). The Merchant must enter the amount of the payment transaction on his NFC-compatible terminal, and the Customer must bring his cell phone close to the Merchant's payment terminal in order to validate and consent to the contactless (NFC) payment transaction to settle the amount of his purchases (provided he has an NFC-equipped smartphone).
6.2 Payment transactions
Prior to making a payment using the Service, the Merchant undertakes to :
- Verify the acceptability and proper functioning of the Service and the Equipment, and ensure that the Service is also used by the Customer,
- follow the instructions displayed on the screen and follow the procedures described in the technical specifications.
Otherwise, the transaction will not be guaranteed. A transaction for which authorization has been refused by the System is never guaranteed.
At the end of the operation, the Merchant further undertakes to :
- To archive and retain payment transaction records stored in the system.
- Communicate, at DeluPay's request, any proof of payment transactions.
DeluPay must be notified of any dispute relating to the completion of a collection operation using the Service within a maximum period of 60 days. After this period, DeluPay will not be able to accept any claim of this nature.
6.3 Service continuity
DeluPay will use its best efforts to ensure the continuity of the Service offered. However, DeluPay shall not be held liable to the Merchant for any malfunction, error or interruption of the services as long as DeluPay has taken all necessary measures at its disposal to remedy such malfunctions.
6.4 Service interruption
The Merchant acknowledges and accepts that certain events may cause the Service to be temporarily interrupted:
- At DeluPay's initiative, in particular in the event of application maintenance, notably to enable the correction of errors, the introduction of new functionalities or new services. The Merchant will then be informed that such an operation is in progress;
- For reasons beyond DeluPay's control, in particular in the event of a power failure or a breakdown in the transmission services provided by the operator or Internet service provider.
Where applicable, DeluPay will be exempt from providing the Service covered by this Agreement until the incident is resolved.
Notwithstanding the foregoing, in the event of interruption of the Service over a prolonged period, DeluPay will make its best efforts to offer the Merchant a degraded solution of the Service to the Customer, of such a nature as to allow the use of all or part of its functionalities.
6.5 Suspension of service
DeluPay may rightfully and at any time, subject to informing the Merchant by any means at its convenience and subject to the completion of transactions in progress, suspend in whole or in part access to the functionalities of the services in the following cases:
- non-payment of commissions due ;
- risk of breach of confidentiality ;
- in the event that the Merchant fails to provide DeluPay with the documents or supporting evidence necessary for the continuation of the commercial relationship;
- a risk of major system malfunction or safety hazard,
- abnormal or improper use of the Service or associated equipment;
- in the event of suspected fraudulent use or attempted fraudulent use of the Service. In the event of proven fraudulent use, DeluPay reserves the right to terminate this Agreement at any time and without prior notice.
In any event, DeluPay reserves the right to block a Merchant's access to the Service, after informing the Merchant by any means, following requests of a regulatory or contractual nature requiring action to be taken in the Merchant's technical environment.
6.6 Proof of operations
The instructions given by the Merchant are recorded on computer by DeluPay. DeluPay retains all of these elements as proof under the conditions and within the limits provided for by the regulations in force.
The Merchant expressly accepts that proof of acts and operations ordered and/or carried out by him or DeluPay may result from the presentation of documents kept by DeluPay and/or recordings linked to the remote means used, in particular telephone, computer or magnetic and kept by DeluPay.
The Merchant acknowledges that the electronic medium is equivalent to a written document within the meaning of the provisions of the French Civil Code and constitutes a reliable, faithful and durable medium.
DeluPay's telephone, computer or magnetic recordings constitute proof of the operations carried out by the Merchant using the Service.
6.7 Statement of operations
DeluPay will keep records and report periodically on all credit and debit transactions that have affected the Payment Account. It will draw up and make available to the Merchant periodic statements which he will check in order to report any errors or omissions without delay.
If no complaint is received within 60 days of the statement being made available, the statement will be deemed to have been approved by the Merchant, subject to longer legal deadlines for certain transactions.
The Merchant acknowledges that he has been informed of, and accepts without reservation, that transaction statements, as well as any document relating to the operation of his payment account, will be sent to him electronically.
Provision by electronic means will be considered valid and will release DeluPay from any obligation towards the Merchant. Each of these statements may be consulted and downloaded for a maximum of 60 days. In any event, DeluPay will keep the statements for the regulatory periods in force.
The Customer discharges DeluPay from all liability for any anomalies that may affect the content or transmission of statements. Proof of the preparation and dispatch of the statement of account will result exclusively from the electronic proof of the provision of the document by DeluPay.
If the Merchant is unable to consult his account statements, he must inform DeluPay as soon as possible.
Once the Service has been closed, the Merchant will no longer be able to consult his transaction statements. They must therefore be backed up before the Service is effectively closed.
III. GENERAL PROVISIONS
ARTICLE 7 - COMMITMENTS OF THE PARTIES
7.1 Commitment of delupay
DeluPay is committed to :
- Make its best efforts to ensure the continuous availability of the Service (7D/7 - 24h/24). In this respect, DeluPay undertakes to provide the Merchant with the appropriate technical and organizational resources, taking into account the current state of technology, for the operation of the Service.
In addition, these technical resources must guarantee the security of operations, in particular by means of authentication methods for Service users and protection against access to computer data by unauthorized third parties.
- Credit the Merchant's Payment Account with the sums due to it, under the conditions set forth herein and subject to successful collection;
- Make available to the Merchant all supporting documents to enable him to monitor his collection operations and the charges levied by DeluPay.
7.2 Commitment of the Merchant
The Merchant undertakes to use the Service in accordance with the provisions of this Agreement.
In particular, it undertakes to:
- Use the Service only for payment transactions that comply with current regulations,
- Not to use the Service for illegal purposes or purposes not authorized by DeluPay and not to make any modification to the Equipment (settings or other) without the prior consent of DeluPay.
- Inform the public of its acceptance of the DeluPay application by displaying the logos and signs supplied by DeluPay on the inside and outside of its premises.
- Take all appropriate measures to ensure the safekeeping of its Equipment and be vigilant as to its use.
- Accept the use of the DeluPay application for the payment of purchases of goods or services offered to its customers and actually carried out (to the exclusion of all deliveries of cash or any security convertible into cash for their face value), even in the case of items sold as promotions or sales, or as donations or in return for the payment of membership fees.
- to keep his or her access codes secret and not to pass them on. The user remains solely responsible for keeping and using these codes, and for the consequences of their disclosure or misuse.
- keep a copy of all documents (transaction confirmations, statements, receipts, etc.) available on the Service.
- Handle any disputes that may arise with customers, in accordance with the purchase management policy applicable to transactions carried out using the DeluPay Service.
- Allow DeluPay to have an independent third party verify compliance with both the clauses of this Agreement and security requirements on its premises or those of its service providers. This verification, known as the "audit procedure", may be carried out at any time during the term of the present Agreement. Should the report submitted to the parties by the independent third party at the end of the audit procedure reveal one or more breaches of these clauses or requirements, DeluPay may suspend membership, or even terminate the Service under the terms of the present Agreement.
The Merchant acknowledges that he is solely responsible:
- Any loss of data, virus or bug, as well as any difficulty of any nature whatsoever resulting or that may result from a download;
- The consequences of misuse of the Service by the User or users designated by the User.
- In the event of interception and/or decoding by any third party of data exchanged between the mobile or Internet access provider and Customers.
In this respect, the Merchant undertakes to inform DeluPay immediately in the event of abnormal operation of the Service or in the event of the discovery of any anomaly relating to the Service.
ARTICLE 8 - INFORMATION FOR DELUPAY AND DATA PROCESSING
8.1 Customer knowledge
For the duration of the Agreement, the Merchant undertakes to :
- Communicate to DeluPay, annually within six months of the close of its fiscal year, the accounting and tax documents relating to the situation of the company (balance sheet, income statement, appendices), if necessary, the report of the Statutory Auditor certifying the accounts sincere and true, but also to immediately inform DeluPay of any fact likely to affect the situation of the Merchant;
- Inform DeluPay of any changes affecting the form, nature or capacity of the company or its business (in particular, change of name or form, transfer of registered office, merger, demerger, dissolution, receivership, amicable or judicial liquidation), and of any significant change in the distribution of its share capital;
- Inform DeluPay of any modification to its articles of association and any change in the persons authorized to represent it (in particular legal representatives and/or agent);
- To provide DeluPay, at its first request, with any information, evidence or document relating to its financial or personal situation, or to the conditions of any transaction initiated for its benefit or for the benefit of a third party.
DeluPay cannot be held liable for the consequences resulting for the Merchant from the non-observance of its obligations. The appropriate supporting documents will be provided spontaneously by the Merchant and, if necessary, on request by DeluPay. If the Merchant fails to provide DeluPay with any changes in his situation and the supporting documents requested, DeluPay may restrict or cease the provision of the Service and associated services.
8.2 FATCA regulations
The US Foreign Account Tax Compliance Act (FATCA) requires financial institutions, either directly or through their Payment Service Providers (PSPs), to provide the US tax authorities with information on their "US Persons" customers. An intergovernmental agreement has been signed between the French and American governments (known as the "IGA"). As a result, French financial institutions provide the French tax authorities with a set of personal and financial data concerning their customers who have been identified as "US Persons" within the meaning of this regulation, and the latter is responsible for sending this information to the US tax authorities. In order to comply with these regulations, DeluPay asks the Merchant, when opening the system and the associated payment account, to complete a "self-certification" enabling him to assess, using so-called "Americanity" criteria, whether he is a "US Person".
The Merchant undertakes to communicate as soon as possible any clarification requested by DeluPay or any modification made. Failing this, DeluPay may, in the light of the information available to it, apply the status of "US Person" to the Merchant concerned, with all the consequences, in particular tax consequences, associated with this status. In this case, DeluPay cannot be held responsible, with regard to the Merchant, for the consequences of a possible communication of information to the tax authorities with regard to this regulation.
Furthermore, DeluPay draws the attention of Merchants listed as "US Person" to the fact that this status may restrict the marketing of certain services.
8.3 Automatic exchange of information
The automatic exchange of information (EAI) regulation requires financial institutions, either directly or through their Payment Service Provider agents, to transmit to the tax authorities information relating to all types of investment income (interest, dividends, etc.), as well as account balances and proceeds from the sale of financial instruments, held by non-tax residents. The tax authorities are then responsible for transmitting the information communicated by financial institutions to the tax authorities of the countries of residence of the account holders.
In order to comply with this regulation, DeluPay asks the Merchant, when opening the Service, to complete a "self-certification" enabling him to assess his possible status as a "tax non-resident".
DeluPay cannot be held liable to the Merchant for the consequences of any communication of information to the tax authorities with regard to these regulations.
8.4 Combating money laundering and the financing of terrorism
DeluPay cannot be held liable for the direct or indirect consequences of measures imposed on it by legal or regulatory provisions that it may be required to take as part of the regulatory obligations imposed on it by the public authorities, in particular with regard to the fight against money laundering and the financing of terrorism (articles L.561-1 et seq. of the French Monetary and Financial Code). In this respect, DeluPay cannot be held responsible for any delays or refusals to execute certain transactions.
8.5 Privacy policy
In accordance with the provisions of article L.511-33 of the French Monetary and Financial Code, DeluPay is bound by professional secrecy.
However, this secrecy may be lifted in the cases provided for by law and in particular at the request of the supervisory authorities, the tax or customs authorities, the criminal court or in the event of a court order served on DeluPay.
The Merchant also has the option of relieving DeluPay of this secrecy by indicating in writing the third parties to whom he authorizes DeluPay to communicate the information concerning him that he expressly mentions to DeluPay.
By express agreement, the Merchant authorises DeluPay to communicate any useful information concerning him to any natural or legal person contributing to the performance of the services provided for in the Agreement or which may subsequently be attached thereto, in particular to service providers for the performance of sub-contracted work, to its partners and/or to companies in the DeluPay group for their use in the study and management of files, commercial prospecting and/or other statistical studies.
8.6 Professional secrecy and protection of personal data
During the signing or performance of the present contract, each of the parties may have access to personal data. Thus, in accordance with the regulations in force and in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, it is specified that the information relating to the Merchant, collected by DeluPay necessary for the execution of transmitted payment orders and their securitization, will only be used and disseminated to third-party entities for the sole purpose of processing payment transactions by the System, given in execution of this Agreement, or to meet legal and regulatory obligations.
The Merchant, a natural person, or the natural person representing him or her or on whom the personal data collected above relate, has the right to obtain communication of such data, and where applicable, to require rectification thereof and to oppose, for legitimate reasons, the processing thereof or the use thereof for purposes other than those mentioned above, from DeluPay.
During the execution of payment orders given via the Service, the Merchant may have access to various personal data concerning, in particular, the Customer. The Merchant may use this personal data only for the purpose of executing payment orders via the Service and processing any complaints that may arise in connection therewith. Except as required by law or regulation, the Merchant may not transfer or use such data for any purpose not directly covered by this Agreement. It also ensures the existence and implementation of systems to protect and control physical and logical access to such data. Customers whose personal data has been collected must be able to exercise their rights of access, rectification and opposition with DeluPay. In this respect, the Merchant already undertakes to allow them to exercise these rights.
Individuals have a right of access, rectification, deletion, limitation of processing, portability and opposition that can be exercised by mail specifying their details (identity, proof of identity) to DeluPay - Délégué à la Protection des Données - 10 rue Roquépine 75008 - PARIS, or by sending an email to dpo@delupay.fr.
ARTICLE 9 - INTELLECTUAL PROPERTY
DeluPay grants the Merchant a personal, non-exclusive, non-assignable, non-transferable and terminable right to use the DeluPay mobile applications, API and website for the sole purpose of using the Service. The Merchant acknowledges that the sole use of these mobile applications, API and DeluPay website does not entitle the Merchant to claim intellectual property rights of any kind over them.
DeluPay retains exclusive ownership of the rights attached to the mobile applications, API and website, as well as all their content, including names, brands, domain names, logos or other distinctive signs that it holds. Reproduction of these elements is prohibited without the prior written consent of DeluPay.
ARTICLE 10 - LIABILITY
DeluPay acts in accordance with custom, best practice and practice, in particular with regard to the profession of Payment Service Provider, in compliance with the laws and regulations in force. DeluPay is subject only to an obligation of means. DeluPay provides the Merchant with a System for receiving and transmitting computerized data. DeluPay is only liable for the defective performance of one of its obligations insofar as this is due to gross negligence on its part, proven by the Merchant.
Only direct damage suffered by the Merchant may give rise to compensation. DeluPay cannot be held liable for indirect damage (such as loss of profits, sales, customers, anticipated savings, use, loss of data, etc.).
Under this Agreement, DeluPay shall not be held liable in any of the following cases, without this list being exhaustive:
- any event of force majeure as defined by the Civil Code and the jurisprudence of the courts;
- failure to supply electricity ;
- service interruptions resulting from malfunction or improper use of the equipment used by the Merchant;
- strikes, wars, riots, fires,
- failure of the Internet access provider, information carrier or incidents affecting fixed or wireless telecommunications lines and networks (DeluPay does not guarantee in particular the time of receipt of SMS messages, calls or notifications, once these have been taken over by a telecommunications operator or Internet access provider);
- computer server breakdowns ;
- fault of the Merchant in the use of the Service;
- technical or human failure on the part of the Merchant likely to disrupt or suspend the operation of the System.
The Merchant undertakes to indemnify DeluPay against any loss resulting from any act and/or omission on its part in connection with the use of the System, and in particular in the event of any failure on its part to guarantee the safety of its security parameters, and any claim by a third party in connection with the use of the System.
ARTICLE 11 - INACTIVE ACCOUNT
The payment account associated with DeluPay services is subject to inactive bank account regulations.
ARTICLE 12 - PRICING CONDITIONS
Pricing for the services covered by this agreement is specified in the Pricing Conditions applicable to the Merchant.
The Merchant undertakes to pay, and authorises DeluPay to debit from his payment account, where applicable, the subscription fees and commissions relating to the Service offered as set out in the Pricing Conditions.
The pricing conditions applicable to the services covered by the present Agreement may be modified in the event of legislative or regulatory measures, which would have the effect of modifying a pricing system. The new rates will apply as soon as they come into force.
Furthermore, in the event of a change in pricing conditions at DeluPay's initiative, DeluPay will inform the Merchant in advance by any means within 30 days. If the Merchant does not contest the change in writing within this period, the Merchant accepts the new price. If the new tariff conditions proposed by DeluPay are not acceptable to the Merchant, the latter must inform DeluPay in writing within the aforementioned period and must terminate the service before the new tariff comes into force.
It is expressly agreed that the rates invoiced to the Merchant for the Service offered do not include all the costs inherent in the techniques and means of communication used, which are owed by the Merchant to other service providers, such as the mobile telephone operator or the Internet access provider.
ARTICLE 13 - AMENDMENTS TO THE AGREEMENT AND CHANGES TO THE SERVICE
13.1 Modification of the agreement
If any of the material provisions of the Agreement are held to be invalid, the remaining provisions shall nevertheless remain binding and the Agreement shall be partially performed.
DeluPay's failure to exercise any right under the Agreement shall not constitute a waiver of such right.
In the event of changes to this Agreement at DeluPay's initiative, DeluPay will inform the Merchant by any means one month prior to their entry into force. In the event of substantial changes to the Agreement being contested, the Merchant must request the termination of the Service in writing.
The provisions of the Agreement may also change as a result of legislative or regulatory measures. In this case, such changes will take effect on the date of application of the measures concerned without any particular action on the part of DeluPay.
13.2 Technical evolution of services
Given the evolving nature of the standards and computer systems used, on which the services offered by DeluPay are partly based, DeluPay reserves the right to :
- modify the operating conditions of the Service;
- modify the Service interface;
- strengthen access and dialogue security systems ;
- adapt or modify at any time the content of the functionalities offered through the Service.
Failure to comply with the new technical or security conditions within the allotted time may result in suspension of the Service, or even its termination under the conditions set out herein.
ARTICLE 14 - DURATION AND TERMINATION OF THE AGREEMENT
This Agreement is entered into for an indefinite period.
The Agreement may be terminated at any time by the Merchant from his customer area on the DeluPay website or by DeluPay by post on paper or any other durable medium:
- with 30 days' notice when closure is initiated by the Merchant;
- with two months' notice from the date of dispatch of the letter initiated by DeluPay.
The Agreement will be terminated automatically and without prior notice in the following cases:
- Death of the individual Merchant or dissolution of the legal entity ;
- Cessation of the Merchant's business, sale or transfer of the goodwill
- Seriously reprehensible behaviour by the Merchant as defined by current regulations;
- Abnormal Service Operation ;
- Non-compliance with one of the Convention's obligations.
The Service may also be terminated without notice and without formal notice by DeluPay in the event of any sanction or restriction imposed by any national or international authority against the Merchant that is likely to jeopardize the operation of this Agreement.
The Merchant will then be obliged to return to DeluPay, the technical and security devices and documents in his possession of which DeluPay is the owner and to immediately remove from his point of sale or point of acceptance any sign of adherence to the Service.
Termination of the Service entails closure of the associated Payment Account.
Termination of the Service, which is the subject of this Agreement, will only have effect for the future and will not call into question the probative value or validity of consultations and operations carried out using the Service.
No transaction may be carried out or executed after the Service has been closed.
ARTICLE 15 - DISPUTES AND CLAIMS
15.1 Handling complaints between merchants and customers
The merchant undertakes to deal with any disputes that may arise with Customers in accordance with the purchasing policy applicable to transactions carried out using the DeluPay Service.
15.2. Handling of complaints between DeluPay and Merchants
In the event of a complaint, the Merchant may contact DeluPay's Customer Relations department free of charge by calling its switchboard on 03 73 80 80 80 (toll-free number) or by sending a letter to the following address: 10 rue Roquépine, 75008, Paris OR to the following e-mail address: support@delupay.com
If the Merchant's request :
- Concerns a payment service, DeluPay acknowledges receipt within 10 working days. The deadline for responding to your complaint is 15 working days following receipt of the complaint. If, due to exceptional circumstances, a response cannot be given within this period, the deadline is extended to 35 working days;
- Does not concern a payment service, DeluPay acknowledges receipt within 10 working days. The Merchant will receive a reply within 2 months.
- If the dispute cannot be resolved and if it falls within his competence, the Merchant may contact the Mediator appointed by DeluPay free of charge under the following conditions:
- Justify the refusal of your request by DeluPay's Customer Relations department;
- Send your request to the mediator in:
- Fill in the mediation request form on www.lemediateur.fbf.fr
- Or by sending a request by post to the following address: Le médiateur auprès de la FBF - CS 151 - 75422 Paris Cedex 09 - France
ARTICLE 16 - NON-WAIVER - VALIDITY
The fact that the Merchant or DeluPay does not at any time require strict performance of any provision of this Agreement shall in no event be deemed to constitute a waiver by the Merchant or DeluPay of such provision.
If any provision of this Agreement is declared null and void or inapplicable under law or regulation, it shall be deemed unwritten.
However, it shall not affect the validity or enforceability of the other provisions of this Agreement, and in any event shall not affect the continuity of contractual relations, unless such clause is of such a nature as to modify the purpose hereof.
ARTICLE 17 - COMPETENT APPROVAL AND CONTROL AUTHORITY
The contact details of the licensing and supervisory authority for Banque Delubac & Cie and its Agent Prestataire de Services de Paiement are as follows: Autorité de Contrôle Prudentiel et de Résolution, 4, Place de Budapest, CS 92459, 75436 Paris Cedex 09.
ARTICLE 18 - APPLICABLE LAW/JURISDICTION
This Agreement and all matters relating thereto shall be governed by French law and any dispute relating to its interpretation, validity and/or performance shall be submitted to the jurisdiction of the French Courts, including proceedings for emergency or conservatory measures, in summary proceedings or on petition.