Terms & Conditions

We are CADPAD Limited incorporated in the UK under company number 10800756. These are our terms and conditions. They tell you what we do and how we do it.

By using our site, you indicate that you accept these terms and conditions, and the referenced policies, and that you agree to abide by them.

These T&C were last updated: 27th April 2018

Version: 1.0

1.Key Terms

In these terms and conditions:

‘3D Content’ means 3 dimensional models supplied by the Designer;

‘3D Print’ means 3D Content turned into a physical object by a 3D printer, operated by a Hub found via 3D Hubs

‘User’ means a person buying services from a Designer on CADPAD;

‘Commencement of the Job’ means the acceptance of a Proposal for a Job by the User in the WorkSpace;

‘Content’ means such things as data, text, photographs, videos, audio clips, written posts and comments, graphics, User content and interactive features generated, provided, or otherwise made accessible on or through CADPAD;

‘Guest’ means an unregistered user of CADPAD;

‘Dispute’ means a dispute raised in relation to a rejected Invoice or a rejected Refund Request;

‘Escrow Account’ means the virtual account where money is deposited on Commencement of the Job and is only released in accordance with these terms and conditions;

‘Invoice’ means a bill for a completed Job which is raised by the Designer in the WorkSpace or in the CADPAD payments dashboard;

‘Job’ means a piece of work that a Designer and User agree via CADPAD is to be provided by the Designer to the User. Job refers to work either agreed when the bid by a Designer is accepted by the User for a Job;.

‘CADPAD’ means the website with the domain name www.cadpad3d.co.uk or CADPAD Limited as the context so requires;

‘CADPAD Account’ means the online electronic account which holds your money that is available to you to either withdraw at any time or use as currency to pay for Jobs on the site;

‘Bid’ means an offer made by a Designer to a User to provide a Job and which must contain a fee quotation;

‘Designer’ means a person selling services to a User via CADPAD;

‘User’ means any registered person who uses CADPAD;

‘User Content’ means all Content uploaded, submitted, distributed, or posted to the services by Users, including without limitation, Proposals and communication via the WorkSpace. User Content does not include any materials or deliverables, or intellectual property therein arising from a Job, which shall be assigned to the User on successful payment for the Job. User Content is the sole responsibility of the person who originated it;

‘WorkSpace’ is where all the communication between User and Designer is conducted in private. Via the WorkSpace, the parties can exchange information including attachments, send a Proposal or raise an Invoice, make payments, request a refund or raise a Dispute in relation to a Job

  1. General

    1. The Terms and Conditions govern the User’s use of this Website and the Services offered by CADPAD. By using the Website and/or the Services, the User acknowledges to have read, understood and agrees to be bound by these Terms and Conditions and to comply with all applicable laws and regulations. If you do not agree with the Terms and Conditions, you should not use the Services and /or access the Website.
    1. CADPAD reserves the right to make changes to the Website, the Services and the Terms and Conditions at any time. Such amended Terms and Conditions shall be effective upon posting on the Website or through some other reasonable method. CADPAD will take reasonable efforts to post notices regarding any changes to these Terms and Conditions. Please check the Terms and Conditions published on this Website regularly to ensure that you are aware of all the terms governing the Website and the Services.
  1. CADPAD Services

    1. The Services are offered on CADPAD through jobs which are fixed price services, to which is agreed upon at the point of acceptance of the service supplied by the chosen designer. Services delivered in these ways on CADPAD are collectively referred to in these terms as “Jobs”. Whether or not a Job is offered and/or accepted is entirely at the discretion of the User/Designer. CADPAD has no control over this process. Services are provided by Designers directly to Buyers, who determine the deliverables, price and all other requirements.
    1. On Commencement of a Job the User pays funds into the Escrow Account, and the Designer must confirm their requirements upfront in the WorkSpace.
    1. The Designer must provide regular progress updates and respond within one (1) working day to all messages from the User, in the WorkSpace.
    1. Designers must deliver work within the delivery times agreed with the User upfront in the WorkSpace. Designers’ rankings will be penalised for late delivery.
    1. Designers must fulfil their Jobs and Users agree to pay for work delivered. Users will be penalised for cancellations or refunds caused by them, without just reason. Designers must provide, and be given the opportunity by the User to provide, at least two further iterations on the work delivered if the User is not initially satisfied.
    1. Once the Job has been completed the User will click the finished button within the WorkSpace, to which will enable the User to download the model, including the release of funds held in the Escrow Account. Designers must not request payment upfront before work has been completed. Users must pay within the 7 day payment terms.
    1. CADPAD is not a party to any agreements entered between Users and Designers, nor is CADPAD a manufacturer or provider of any printing services or financial services.
    1. All printing is provided by the services of 3D HUBS, to which the user must agree and abide by their terms and conditions before using their services. CADPAD is not a party to any agreements entered into between 3D HUBS and Users.
    1. CADPAD has no control over the conduct of Users and Designers, the content uploaded to the website by Users and Designers and the 3D prints and services provided by 3D Hubs and CADPAD disclaims all liability in this regard.
  1. Payments

    1. All payments for work completed must go via CADPAD unless CADPAD has given its express written permission otherwise in relation to a specific payment or invoice; attempts to pay outside CADPAD will lead to sanctions not limited to immediate account suspension. Users must immediately report to CADPAD any offers to pay outside of CADPAD made by their User or Designer.
  1. Rights

    1. Once payment has been made, Users are granted all rights for the delivered work.
  1. Contacting

    1. For purposes of service messages, notices, offers and news about CADPAD, Users receive alerts on certain pages and emails to the email addresses associated with their accounts. Users can easily unsubscribe from any email notification using an un-subscription link found at the end of any email.
  1. User Accounts

    1. To access the full CADPAD site, Users must register for an account, provide accurate and complete information, and keep their account information updated. Both Users and Designers undergo the same account registration process.
    1. Each account must be a personal account, but users may trade as a sole trader, company or any other legal entity (whether incorporated or unincorporated).
    1. Users cannot register for more than one account
    1. CADPAD reserves the right to restrict your access, temporarily or indefinitely block your account, stop any jobs you have in progress, warn other Users and Designers of your actions or issue you a warning if:
  • you breach the letter or spirit of these terms and conditions or the referenced policies;
  • we are unable to verify or authenticate any information you provide to us;
  • we believe that your actions may cause any loss or liability to our Users or to us
    1. Users are solely responsible for any activity that occurs on their account, unless it is a result of actions beyond their control (such as hacking or if someone steals their password when they have taken reasonable steps to keep it secure). Users may never use another person’s user account or registration information for the Website
    1. You confirm that you are not economically barred/limited under sanctions rules of any country worldwide. If your circumstances change to be included in such lists, please cease using CADPAD immediately.
    1. As per UK AML regulation, CADPAD is unable to support users from North Korea, Iran, Syria, Cuba, Sudan (Republic of Sudan or North Sudan), South Sudan (Republic of South Sudan) and Region of Crimea
    1. The Services offered by CADPAD are available only to individuals who are 18 years or older who can form legally binding contracts under applicable law and who have registered as a User on the Website by creating either a User or Designer account.
    1. The User or any visitor of the Website represents and warrants that all information he submits to the Website is accurate, truthful, lawful and does not infringe any rights of third parties. The User or any visitor of the Website warrants that it will not use the Service to:
  • send any unsolicited mass mailings (“spam”); launch or use any automated means or process, including but not limited to “spiders”, “robots”, “load testers” etc., for sending more communication than a natural person could reasonably produce or to create Users accounts;
  • collect or store personal information from other Users other than the information collected during the normal course of using the Service;
  • threaten or harass any person or entity;
  • gain or attempt to gain unauthorized access to any computer system, server, network or hardware of CADPAD, other Users or any other third party;
  • in any way that could overload, damage, disable, disrupt or harm the Service or interfere with any other User’s use of the Service;
  • adapt, modify or reverse engineer any of the systems or protocols of 3D Hubs;
  • reformat, resell, or redistribute the Service in any way without the explicit consent of CADPAD in writing.
    1. If a User does not respect the Terms and Conditions or any reasonable instructions from CADPAD, CADPAD can, at its sole discretion and without any compensation, deny the User any further access to the Website and/or any of its Services. Any attempt by a User to damage the Website or to undermine the legitimate operations of the Services may be a violation of criminal and civil laws and should any such attempt be made; CADPAD reserves the right to seek damages from any such User to the fullest extent permitted by law.
  1. Job delivery

On acceptance of a Designers bid the User’s funds will be held in the Escrow Account.

The User will then have to conform with their requirements they provided within the job post (as specified in the Work posting description page) in the WorkSpace so that the Seller can get started.

Once the bid has been accepted by the User, the Designer must:

  1. a) Respond in the WorkSpace within one (1) working day to confirm work has started otherwise the User may request and will be entitled to a refund in accordance with Section 12;
  2. b) provide regular progress updates in the WorkSpace and respond within one (1) working day to all messages from the User;
  3. c) complete the Job within the delivery timescales indicated in their Job description including handover of all deliverables in the WorkSpace. Failing to deliver within those timescales may mean the User requests and is entitled to a refund in accordance with Section 12;
  4. d) Late or non-delivery will negatively affect the Designer’s rankings on CADPAD.
  • All direct communication between User and Designer must go via the WorkSpace to keep both parties protected in case of a Dispute.
  • Once the Job has been completed the User will upload the requested 3D Models to the WorkSpace and:
  1. a) the User is then able to leave classify the Job as complete and leave feedback for the Designer, upon which the funds held in the Escrow Account will be automatically released to the Seller as payment;
  2. b) alternatively, if the User is not satisfied with the deliverables they can reject the 3D Models and provide the Designer with detailed feedback on what work remains outstanding. The Designer must provide, and be given the chance to provide, at least two revisions of the deliverables based on detailed feedback from the User;
  3. c) if the User does not either i) leave feedback for the Designer, nor ii) reject the 3D Models, the funds held in the Escrow Account will be automatically released on their behalf to the Designer as payment after seven (7) days of the specified Job deadline date.
  4. d) if the funds held in the Escrow Account are released to the User in accordance with a) or c) above, CADPAD and the Designer will be entitled to assume that the User is satisfied with the Job and does not have a dispute of any kind in relation to the Job. The User agrees that they will not file a dispute or seek to reverse payment through their credit card provider, bank or MANGOPAY.
  1. Quality

All Designers on CADPAD must strive to deliver a high standard of work, appropriately meeting their User’s needs.

Specifically, Designers must ensure that all deliverables are:

  1. Error free;
  2. Fully address each of the User’s defined requirements
  3. Are of a standard consistent with the level of expertise indicated in the Designer’s profile description;
  4. 3D models to be 3D printed must be error free and within the correct format to which are functional to be 3D printed,
  5. 3D models to be 3D printed, must also be provided to the User within the WorkSpace as both standard 3D model file format from the used software, and within an STL file format.
  1. Important bits

The User and Designer determine the terms and conditions of “Jobs”, including deliverables, any specific requirements, and for the price, directly between them. The Buyer and Seller create a direct service contract between themselves and CADPAD are not party to that contract (‘the Service Contract’).

Subject to this being varied as part of the Service Contract, ownership in and to any materials and or deliverables arising from a Job and any intellectual property rights therein, will be assigned to the User upon successful payment to the Designer. If the User and Designer wish to include any special terms of the contract (for example, in relation to the ownership of the work produced, ownership of intellectual property rights or special rights of termination), the User and Designer should negotiate and document these terms in the Job WorkSpace.

Subject to variation in the Service Contract, the terms and conditions of each Job and Contest shall be deemed to incorporate a term that in consideration of the fee paid for the Job the Designer thereby assigns to the User absolutely with full title guarantee the following rights throughout the world:

  1. a) the entire copyright and all other rights in the nature of copyright subsisting in the Job;
  2. b) any database right subsisting in the Job; and
  3. c) all other rights in the Job of whatever nature, whether now known or created in the future, to which the Designer is now, or at any time after the date of Commencement of the Job may be, entitled by virtue of the laws in force in the United Kingdom and in any other part of the world,

in each case for the whole term including any renewals, reversions, revivals and extensions and together with all related rights and powers arising or accrued, including the right to bring, make, oppose, defend, appeal and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of these assigned rights, whether occurring before, on, or after the date of Commencement of the Job.

  • You promise that:
  1. a) you are able to pay for the services if you are a User and perform the services if you are a Designer;
  2. b) you are not in breach of any applicable laws, rules or regulations or obligations to any other person;
  3. c) you have made and will make all required legal and tax filings. If relevant, you will file all necessary legal documentation relating to your self-employment required by any governmental body, and pay all applicable taxes including without limitation PAYE or other income tax and national insurance;
  4. d) you shall not (and shall not permit) any third party to either take any action or upload, download, post, submit or otherwise distribute or facilitate distribution of any Content, Job, or Proposal on or through the services CADPAD provide, including without limitation any User Content, that infringes any patent, trademark, trade secret, copyright or other right of any other person or entity or violates any law or contractual duty.
  1. Payments

Payments are made as described in Section 4, agreed by the User as accepting a bid. The payment will be taken at the point of bid acceptance, to which will then be held within an escrow account where they will be released upon completion of the job.

For Jobs, the Designer must not request a release of funds from the Escrow Account prior to Job completion; the purpose of funds being held in the Escrow Account is to provide the Designer with the security needed for them to undertake the work. Users must report such cases immediately. In such cases the Designer’s account may be temporarily or permanently suspended.

All payments between User and Designer must be processed through CADPAD as described in Section 7, both for work sourced on CADPAD and for any follow on work between the User and Designer, either for the same Job or another Job. A Designer may seek express written permission from CADPAD to allow payment by alternative means for a specific invoice or payment if the Seller intends to issue proceedings or pursue legal action against the User.

Payment (or attempt of) outside of CADPAD is a breach of these terms and conditions unless the prior express written consent of CADPAD has been obtained. Such payment (or attempt of) and will lead to temporary and/ or permanent suspension of the User and/ or Designer’s account. The User will be liable for any loss of business and legal expenses that CADPAD may incur in recovering it. CADPAD reserve the right to sanction funds held in the Designer’s Account in order to recover lost fees. Moreover, CADPAD will not mediate any Disputes or be liable to either the Users or Designer’s loss of business as a result of violation of this clause. Users must report attempts or offers to make payment outside of CADPAD by their User or Designer to CADPAD immediately.

Payments by Users are routinely checked by CADPAD for fraud prevention purposes, before any payments are released to the Seller. CADPAD aim to process these payments and credit funds to the Designer’s CADPAD Account within three (3) working days, however CADPAD reserve the right to take up to ten (10) working days.

To withdraw funds from their CADPAD Account a Designer needs to request a withdrawal. CADPAD process payments daily and will send the money to the Designer via their selected payment preference. Once CADPAD has processed payments, they are then subject to timescales imposed by the banking clearing system (BACS in the UK).

For security reasons, CADPAD reserves the right to request additional information from Users and Designer’s, including original documents, and to verify documents with issuing institutions. Therefore, we reserve the right to request the following proofs of identity:

  • A copy of a Government issued ID (Passport, Driver’s License or National ID Card);
  • A copy of a recent utility bill showing your name and address (less than 3 months old);
    For credit/debit card users (one of the following):

 

  • A copy of the front and back of the card used. For Security Compliance we recommend that you blank out the central 8 digits of the card number digits, and the last three digits from the number on the back;
  • Credit or Debit Card Bank Statement of the card used on your CADPAD account (less than 3 months old). For Security Compliance you must blank out the central 8 digits of the card number digits;

 


For MANGOPAY users:

  • MANGOPAY Account statement showing your MANGOPAY registered name, email address and verification status along with any relevant transactions.
  • For international Bank transfers, credit to the beneficiary may be delayed by factors such as local bank holidays, delays by an intermediary bank or other local conditions. Please note that some countries have been designated as “slow-to-pay” countries, and transfers made to those countries may take several days or even weeks in crediting the receiving account. 

In using the Escrow Account CADPAD act, subject to these terms and conditions, on the User’s behalf. CADPAD hold the funds in a separate client account. CADPAD is not a deposit taking body and any monies held by CADPAD on a User’s behalf are not insured deposits. Users will not receive interest or other earnings on the funds in their Escrow Account or CADPAD Account. CADPAD will endeavour to ensure that the funds in the Escrow Account or CADPAD Account are available to the User in accordance with these Terms and Conditions but do not guarantee that they will be available to the User in circumstances which are unforeseen or beyond our control.

If CADPAD has to return funds to the User due to the User (contrary to these Terms and Conditions) filing a dispute or requesting a payment be reversed through its credit card provider, bank or MANGOPAY then CADPAD will be entitled to recover any such amount from the Designer’s CADPAD Account (and if insufficient monies are in the Design’s Account), credit card or other previously made payment method if available. If CADPAD is unable to recover the amount returned to the User from the Designer in full then the User agrees to pay to CADPAD any outstanding sums within 48 hours of CADPAD making a request.

To prevent funds being held indefinitely in the Escrow Account, CADPAD will notify the Designer in the event of funds being held in an Escrow Account for a Job that i) does not have an unpaid Invoice nor an open Dispute; and ii) has not had any activity in the WorkSpace for a period of one (1) calendar month or longer. Activity is defined as any action by the User or Designer in the WorkSpace such as: a message posted, an Invoice is raised, a deposit into the Escrow Account made or a Refund Request raised.

  1. The Designer will be asked to confirm either
    1. That the Job is still in progress by posting a message to the User in the WorkSpace with an update on progress;
    2. That the Job has been completed by raising an Invoice in accordance with the terms defined in Section 7;
    3. Or that the Job was cancelled and issuing the User with a refund in accordance with the terms in Section 12.
  2. If no action is taken by the Designer within seven (7) days it will be assumed that the Job was not delivered by the Designer and the funds held in the Escrow Account will be automatically refunded back to the Users CADPAD Account. In this event the Designer’s rankings will be affected in accordance with the terms in Section 12.

CADPAD uses a third-party service provider MANGOPAY to process payments by users and to transfer funds to Designer’s. This third-party payment service is regulated and authorised to provide payment services in the countries where they operate. CADPAD may share your personal or transactional information with third-party payment service providers when it is necessary to process payments.

  1. Feedback

When the Job is completed and the Designer has been paid by the User, both parties are asked to provide both qualitative feedback and a rating from 1-5 stars for the other party. This rating influences each User’s ranking on CADPAD.

Both parties should complete the feedback honestly. Users must not falsify feedback, manipulate or coerce another User by threatening negative feedback or offer incentives in exchange for feedback. Any attempts of this nature should be reported immediately to CADPAD.

Feedback comments that are reported to us as defamatory, abusive or offensive will be reviewed and may be removed at our discretion.

  1. Cancelations & Refunds

    1. Cancelation of a Job

After the Commencement of a Job, the User or Designer may request a cancellation:

  1. a) The requestor must notify the other party of the cancellation by placing a message in the WorkSpace. Alternatively, if there are funds in the Escrow Account and the User believes they are entitled to a refund subject to Section 13.2, the Buyer can notify the Designer of the cancellation by requesting a refund using the “Cancel Job” action on the WorkSpace.
  2. b) If the User fails to notify the Designer in the WorkSpace that they wish to cancel the Job and the Job is subsequently completed, the User must pay for the service delivered in accordance with these terms and conditions and should not seek to file a dispute or reverse payment with their credit card provider, bank or MANGOPAY.

Once notified of a cancellation:

  1. a) The Designer should stop working on the Job immediately;
  1. b) The parties should agree in the WorkSpace what payment is necessary for any work completed. If the cause of the cancellation was not due to the circumstances defined in Section 13.2 the Designer is entitled to request payment at minimum equal to the value of the deposit funds held in the Escrow Account. The Designer should request payment in accordance with Section 7 of these terms.
    1. Job Refund Policy

A User is entitled to receive a refund of funds held in the Escrow Account excluding the refund fee as described in Section 14.1, under the following circumstances:

  1. a) No response: the Designer has not responded in the WorkSpace within one (1) working day of the Commencement of the Job;
  1. b) Non-delivery:
  2. i) Non-delivery means agreed scope of work was not delivered within the agreed timescales;
  3. c) Poor quality: the deliverables provided by the Designer do not meet the terms defined in Section 7 after at least two revisions have been provided by the Designer in response to detailed feedback from the User; or
  1. d) the Designer lost a Dispute.

User and Designer may mutually agree to a refund for reasons other than the previous clause however authorization of such refunds will be subject to a review by CADPAD, as defined in Section 13.2.1.

Refunds are only applicable to funds held in the Escrow Account. As per Section 7, funds should only be paid out of the Escrow Account once the User is satisfied that the Job has been completed. By releasing funds from the Escrow Account the User accepts that this money is non-refundable.

Users must avoid filing a dispute or reversing payment through their credit card holder, Bank or MANGOPAY. Attempts to seek a refund in this way will lead to the User’s account being automatically suspended.

In case a User is entitled to a refund, the User receives the funds requested according to Section 13.2.1 minus a refund fee equal to 10% of the requested amount. The refund fee is waived in case the Designer is at fault for the refund per Section 13.2.2.

13.2.1 Requesting a Refund

A User can request a refund of the funds held in the Escrow Account excluding the refund fee as described in Section 15.1, using the “Cancel Job” action in the WorkSpace and specifying a reason for their request:

  1. a) the Designer must either approve or reject the Refund Request. Rejected Refund Requests are raised automatically to CADPAD for Dispute assistance and handled in accordance with Section 13;
  1. b) if the Designer does not respond to a Refund Request within three (3) working days (a “non-actioned” Refund Request) then CADPAD may release the funds automatically back to the User subject to the following clause.

CADPAD will process approved (or non-actioned) refund requests back to the User’s CADPAD Account subject to a review of the refund reason and circumstances to ensure that both parties have complied with these terms and conditions, and that the purpose of the refund is not to avoid any of the parties’ obligations under these terms and conditions. If CADPAD reasonably believes that the parties have not complied with these terms and conditions or are seeking to avoid any such obligations CADPAD shall not be obliged to make the refund.

13.2.2 Refund & cancelation Penalties

Users and Designers are strictly discouraged from causing cancellations and refunds. Refunds will impact Users and Designers standing in the CADPAD marketplace as follows:

  1. a) Where the Designer is at fault for the refund (for example, due to no response, poor quality of work or they have cancelled the Job), it will negatively impact their Designers status and rankings;
  1. b) where the User is found to be the cause for the refund (for example, an early cancellation due to a change in their business need) it will negatively impact their Users status;
  1. c) multiple refunds attributed to a User and Designer will lead to temporary and/ or permanent restrictions on their account depending upon the severity.

CADPAD will process approved (or non-actioned) refund requests back to the User’s CADPAD Account subject to a review of the refund reason and circumstances to ensure that both parties have complied with these terms and conditions, and that the purpose of the refund is not to avoid any of the parties’ obligations under these terms and conditions. If CADPAD reasonably believes that the parties have not complied with these terms and conditions or are seeking to avoid any such obligations CADPAD shall not be obliged to make the refund.

  1. Disputes

CADPAD encourage our Designers and Users to try and resolve any disagreements between themselves. However should that not be possible CADPAD Customer Services can provide Dispute resolution.

A Dispute can be raised:

  1. a) by the Designer manually after a User has rejected an invoice;
  1. b) by the Designer automatically if they decide to reject a Refund Request received from a User.

To raise a dispute, the Designer is required to pay a non-refundable fee as per section 14.2

Disputes are available to Designers that have qualified as trusted members of the CADPAD community.

If the amount disputed is £100 or above, CADPAD may reach out to both parties in order to mediate and try and bring the Dispute to resolution.

CADPAD will aim to make a resolution decision on behalf of both parties within seven (7) days. If a mutual resolution has already been agreed between both parties on the workspace then the dispute will either be cancelled or resolved in line with the mutual agreement.

In the event of having to make a resolution decision, CADPAD will use only the communication in the WorkSpace as sole evidence, and consider:

  1. a) if both parties are acting in good faith and have tried to resolve the issue between themselves before contacting us, including at least a second attempt made between both parties to complete or rectify the Job;
  1. b) if the Job was delivered in accordance with the terms in Section 7;
  1. c) for Disputes concerning the quality of the work delivered: CADPAD will consider whether the Designer has met general quality standards as defined in Section 7. Assessments on quality i) down to perceived taste, or ii) requiring specialist technical or subject matter expertise, will not form part of the resolution decision;
  1. d) if the User and Designer have complied with these terms and conditions.

In the event of having to make a resolution decision on behalf of the parties, CADPAD will notify both parties within fourteen (14) days of the Dispute. The disputed funds shall be dealt with in accordance with the resolution decision and these terms and conditions. Our involvement with the Dispute ends once the resolution in relation to the Dispute has been communicated

Users agree and accept that any payments and/or other actions made by CADPAD in accordance with the resolution decision of a Dispute are made in good faith and Users shall have no cause of action against CADPAD (whether in contract, tort or otherwise) in respect of the resolution decision or any such actions or payments made pursuant to it. Users further agree and accept that they have no right to seek to hold CADPAD liable for a User or Designers alleged actions or failures.

  1. CADPAD Fees

14.1 User Fees

We may make changes to our transaction fees from time to time. These changes will be reflected in updated terms issued by us, which will apply to any transactions which take place after the updated fees come into force.

Deposit Payment Method Transaction Fee Service Fee
MANGOPAY £0.20 + 2% 5%
Credit/Debit Card £0.60 + 5% 5%

14.2 Designers Fees

For Designers registered after September 21st, 2017 CADPAD charges a Service Fee of a 5% (excl. VAT) on all work billed (earnings), above the first £500 earned in the month which has a 5% (excl. VAT) Service Fee.

All Designers are provided with a statement at the end of each month showing their net effective commission fee in their ‘Payments’ section on the Website.

When a Designer withdraws funds from their CADPAD Account, CADPAD pass on any fees incurred to process the payment by third parties as a withdrawal fee, as follows:

Withdrawal Currency Withdrawal Method Fee
GBP UK Bank Transfer No Charge
GBP MANGOPAY 1.9%

Bank transfer reversal fees – If your bank transfer gets reversed due to incorrect banking information, wrong bank account type or foreign currency bank account settings limitation, you will be charged a reversal fee of £2 | €3 | $3 as well as the currency exchange difference (if applicable).

If Designer decides to raise a dispute as per section 13, they are required to pay a non-refundable fee equal to 10% of the invoice or refund amount, subject to a minimum charge of £5 (or €7 or $8) per dispute.

Bank transfer investigation fee – Please note that if there is a delay in payment from the banking institution, a formal investigation can be initiated with the bank to determine transaction issues. There is a 25 GBP fee that is issued which must be applied by the customer in order to initiate this process.

Chargeback or RFI (Request for Information) fee – A chargeback is a disputed card transaction which is raised by a User if they dispute a payment or if their card has been used without their authorization. A RFI is a Request for Information the bank raises asking CADPAD for additional information regarding a particular transaction which may be in dispute or unauthorized. The User’s bank charges CADPAD a fee in both these instances and as a result, we are passing these fees to Designers whose Users raised a Chargeback or RFI with their bank for a particular job/payment. The Fees per Chargeback are £15.00 and per RFI are £7.

 

 

15. MANGOPAY

 

Framework Contract for Payment Services using MANGOPAY Electronic Money

This agreement is important and you should read it carefully. It creates a legally binding agreement between you (hereinafter referred to as “You” or the “User”) and MANGOPAY S.A. (hereinafter referred to as the “Issuer”) relating to the use of Electronic Money issued by MANGOPAY S.A. as a means of payment on the Website.

MANGOPAY S.A. is a public limited liability company incorporated under Luxembourg law, with a share capital of 2.000.000 euros. The Issuer is listed under number B173459 in the Luxembourg Trade and Companies Register. The Issuer is authorised to conduct its business in certain European Member States under the freedom of establishment, as an electronic money institution approved by the Luxembourg Financial Sector Supervisory Commission, whose address is at 283 route d’Arlon L-1150 Luxembourg and whose website is at: www.cssf.lu.

You can contact the Issuer at its registered offices, which are at 10 Boulevard Royal, L-2449 Luxembourg, or by email at: legal@mangopay.com.

References hereinafter to the “Parties” are a reference to you and the Issuer.

Warning

Please carefully read these General Terms and Conditions for the Use of Electronic Money and the Financial Conditions communicated to you on the Website before accepting them.

The Framework Contract is concluded in English and all communication between the Issuer and You will be in English.

  1. Definitions

For the purposes hereof, the words hereafter are defined as follows:

Account: Means an internal reference allowing the Issuer (i) to identify in its records each transaction involving the purchase, use and reimbursement of Electronic Money carried out on behalf of a User, and (ii) to determine the amount of Electronic Money available to the User at any time. The Account may under no circumstances be compared to a deposit account, a current account or a payment account.

Banks: Credit institutions that hold funds collected by the Issuer corresponding to the Electronic Money in circulation. The institutions selected are currently Barclays, Crédit Mutuel Arkéa and ING Luxembourg. The Issuer reserves the right to select any other credit institution based in a European Union Member State or in a State party to the agreement on the European Economic Area. The current list of the selected credit institutions is available upon request at MANGOPAY S.A.

Business Day: Means between the hours of 9am and 7pm on any calendar day, apart from Saturdays, Sundays and public holidays, in France, Luxembourg and in the host country indicated in the Special Conditions, on which the payment infrastructures of all these countries and the Banks are open for business.

Card: The bank, payment or credit card used by the User to pay to the Issuer the purchase price of the Electronic Money. This card belongs to one of the following networks: Visa, MasterCard, CB, Amex.

Distributor: Means the entity whose contact information is stated in the Special Conditions and who operates the Website. The Distributor prepares, facilitates and advises its customers, for the purpose of 2

 

concluding the Framework Contract through the Website. It assists the customers for the duration of their relationship with the Issuer within the context of carrying out Payment Transactions, including Purchases and Reimbursements of Electronic Money. To this end, the Distributor provides each User with a dedicated user service for Payment Transactions carried out hereunder. The Distributor does not collect funds apart from those agreed in the Financial Conditions.

Electronic Money: Means the monetary value available at any given time that represents a debt payable by the Issuer to the User. Electronic Money is issued by the Issuer in exchange for the User’s delivery of the corresponding funds and constitutes a means of payment exclusively accepted by the Recipients. The Issuer stores the Electronic Money on its server in an Account opened for this purpose.

Financial Conditions: Means the document comprising all the fees paid by the User for the purchase, use and management of Electronic Money, as provided in the Special Conditions of Use.

Framework Contract: Means the General Conditions for the Use of Electronic Money and the Special Conditions for the Use of Electronic Money.

General Conditions of Use of Electronic Money: Means the present document.

General Conditions of the Website: Means the general conditions of use of the Website concluded between the User acting as a customer of the Website and the Distributor, including those conditions governing access to the Website.

Issuer: Means MANGOPAY SA, an issuer of Electronic Money licensed in Luxembourg by the Financial Sector Supervisory Commission under reference n°3812 and entitled to conduct business in the host country indicated in the Special Conditions. The Issuer is on the list of electronic money institutions available at http://supervisedentities.cssf.lu/index.html?language=fr#Home.

Login: Means the data required for the Issuer to identify a User in order to carry out a Payment Transaction, consisting of a user name (valid email address).

Order: Means the instruction given by the User to the Issuer in accordance with the procedure specified in the Framework Contract, for the purpose of carrying out a Payment Transaction and/or Reimbursement.

Payment Page: Means the secure page provided by the Issuer’s electronic banking provider.

Payment Transaction: Means the transfer of Electronic Money to the User’s designated Recipient on the Website.

Recipient: Means the recipient of Electronic Money, being any natural or legal person acting on their own behalf, selected by the User from among the clients of the Website, who receives Electronic Money as part of a Payment Transaction. Any Recipient can also become a User upon acceptance of the Framework Contract, subject to the Issuer’s prior approval. In certain cases, the Recipient may also be the Distributor, in accordance with the Special Conditions.

Reimbursement: Means the transfer by the Issuer upon an Order from the User, of cashless payments corresponding to all or part of the available Electronic Money held by him/her, less any costs due.

Special Conditions of Use of Electronic Money: Means the form to be filled out by the User on the Website containing his/her personal data and the applicable Financial Conditions for Electronic Money.

User: Any natural or legal person acting on their own behalf and holding Electronic Money registered in an Account opened in their name, in order to carry out one or more Payment Transactions.

Website: Means the website operated by the Distributor with the aim of selling goods or services to 3

 

Users or to establish links between Recipients and Users. The address of the relevant Website is indicated in the Special Conditions.

  1. Purpose

These General Conditions of Use of Electronic Money set out the conditions under which the Issuer will provide You with a means to pay the Recipients that you choose through the Website.

The proposed means of payment must be consistently prepaid by the User and will not be subject to any advance, credit or discount. It is based on the Electronic Money issued and managed by the Issuer.

The Issuer has authorised the Distributor to offer this means of payment to customers of the Website, to facilitate the conclusion thereof and to assist the Users for the duration of their relationship with the Issuer.

These General and Special Conditions of Use of Electronic Money constitute the whole Framework Contract entered into between the Parties regarding the issue, use and management of the Electronic Money issued by the Issuer. The User can, at all times and without any supplemental fees, obtain a copy of these documents on the Website. Only the Framework Contract shall be valid in case of any dispute between the parties.

  1. User Registration

3.1 Necessary preconditions for User registration

Any natural person of at least 18 (eighteen) years of age, with capacity to enter into legally binding contracts, as well as any legal person, resident of or registered in a European Union Member State or in a State party to the agreement on the European Economic Area or an equivalent third country that imposes the equivalent requirements regarding money laundering and the financing of terrorism, can request to open an Account, provided that they are a customer of the Website.

The User, a natural person, will be deemed to be acting exclusively for non-professional purposes.

3.2 Registration procedure and procedure for opening an Account

You must provide the Distributor with:

 _your surname, name, email address, date of birth and nationality (for natural persons); or

 _the name, corporate form, capital, head office address, business description, identities of associates and executives, as well as a list of beneficial owners as defined by the regulations (for legal persons),

 

if the Distributor is not already in possession of this information.

You must indicate a Login, consisting of a User name and a password, or connect via your Facebook account. You are solely responsible for the use of your Login and maintaining the confidentiality of your Login. You agree not to use the Account, name or Login of another User at any time, or to disclose Your Login to a third party.

You must protect the secrecy of your Login and password at all times and never disclose it to another person. You must take reasonable steps to keep Your Login and password safe and prevent fraudulent use of Your Account. For example, You should keep information relating to Your Account in a safe place, You should not write down your Login and password and You should take care to ensure that other people do not oversee or hear you using your Login and password.

You agree to immediately inform the Distributor in the event that You suspect any unauthorised use of 4

 

Your Account or Login.

The Issue reserves the right to immediately suspend or withdraw Your right to make Payment Transactions where: the Issuer has reasonable grounds to believe that there may be a breach in the security of your Account, the Issuer suspects unauthorised or fraudulent use of Your Account or the Issuer is required by law. If the Issuer decides to take such action, the Issuer will notify You in advance, except where this is not possible, in which case the Issuer will inform You at the earliest opportunity. The Issuer will not inform You if it would compromise its reasonable security measures or is otherwise unlawful. If the reasons for the Issuer’s actions cease to exist, the Issuer will reinstate Your Account or issue You with new account details as soon as practicable.

After carefully reading the Framework Contract, You must accept it in accordance with the terms specified on the Website and must provide all information and relevant documents requested by the Distributor. By accepting the terms of the Framework Contract, You agree that the Distributor may transmit Your application to register as a User to the Issuer, together with all supporting documents received.

Only the Issuer can accept the Your registration as a User and open an Account in Your name. The Distributor will notify You if the Issuer accepts Your registration in accordance with the terms specified on the Website.

The Issuer may, without stating reasons and with no right to compensation to You, refuse an application to register as a User and to open an Account. You will be notified of this refusal by the Distributor in accordance with the terms specified on the Website.

In addition, the Issuer reserves the right to ask You, before any registration and at any point in the duration of the Framework Contract, for supplementary information and identification data for the purposes of identity checks, as well as any supporting documents that the Issuer may deem necessary.

You confirm upon submission of Your request to register to the Distributor and throughout the duration of the Framework Contract that:

(a) (if You are a natural person) You are at least 18 (eighteen) years old;

(b) You are legally competent to enter into this agreement;

(c) You are acting on your own behalf and not for any other person; and

(d) all information that You provided during registration is true, accurate and up-to-date.

 

3.3 Account use limitations

At the Issuer’s discretion, a User who has not provided all the required documents as listed below may be expressly authorised by the Issuer to use his/her Account for the purchase of goods or services up to a limit of 2,500 Euros of Electronic Money held by a User within the same year, provided that this Electronic Money has not been subject to requests for reimbursement exceeding 1,000 Euros per year.

Upon receipt of all the documents listed below and provided that they are deemed satisfactory by the Issuer, the User may initiate reimbursements exceeding 1,000 Euros per year and hold an amount of Electronic Money exceeding 2,500 Euros per year. These Reimbursements will only be granted if the purchase or Reimbursement of Electronic Money is carried out to or from an account opened in the User’s name with a payment services provider established in a European Union Member State or in a state party to the agreement on the European Economic Area or in a third country that imposes equivalent requirements regarding money laundering and the financing of terrorism. 5

 

The documents required for any User who is a natural person in accordance with the above are as follows:

– A copy of an official and valid identity document1

– And, on request, a proof of residence which is less than 3 months old.

 

1 Inside the EEA : passport, national identity card, driving licence, resident permit from third-country nationals in the European Union Outside the EEA: passport is compulsory, driving licence for USA and Canada accepted

The documents required for any User who is a legal person in accordance with the above are as follows:

– An original or copy of an extract of the official register, less than three months old and stating the name, legal form, head office address and the identities of associates and executives;

– A certified copy of the statutes and any decisions appointing the legal representative

– a copy of the legal representative’s identity document1

It is expressly provided that the Issuer retains the right to request at any time additional documents regarding the User, the Recipient, the beneficial owner or any Payment Transaction or Reimbursement.

 

The Recipient is considered to be the recipient of the funds that have been transmitted by the User. Where appropriate, the Recipient agrees to provide his/her email address, date of birth and nationality, as well as the postal address of the person to whom the Recipient will pay the funds.

3.4 Communication between us

The Issuer will contact You using the contact details You provided when You opened Your Account, or any updated contact details You have provided to the Issuer. It is Your responsibility to update the Issuer with any new contact information, including a change in address. The Issuer will send any correspondence to most recent email address or postal address You have provided to the Issuer for Your Account. You must advise the Issuer promptly of any change to Your contact details in the interests of security (including name or address) and provide appropriate supporting evidence required by the Issuer.

You can contact the Issuer by telephone call to the customer service department of the Distributor at the number indicated in the Special Conditions. All contact should initially be directed through the Distributor. If You wish to contact the Issuer directly, please email legal@mangopay.com

  1. Operation of the Account

4.1 Purchase of Electronic Money

 

Electronic Money can be purchased by Card (or any other means accepted by the Issuer), in one or more instalments.

To carry out such a transaction, You must Login to the Website and place a money transfer order via the dedicated Payment Page. For any payment, You may be asked to enter a single-use code on the Payment Page, which You will receive on Your mobile phone. By using the Payment Page and, where applicable, entering the single-use code, You are giving Your consent to the Payment Transaction.

The Issuer may refuse any payment at its sole discretion and without giving rise to any right to compensation. The transaction is carried out by Your Card issuer. Any dispute concerning such transfer 6

 

must be notified to Your Card issuer. The Issuer is not entitled to cancel such a transfer. Notwithstanding the foregoing, You may receive a Reimbursement of Electronic Money in accordance with article 4.4.

The registration of Electronic Money in the User’s name is subject to the actual receipt of funds by the Issuer less the costs agreed in the Financial Conditions.

In the event that the transfer of funds is cancelled by the Card issuer following a dispute, for whatever reason, the Issuer may, upon receipt of the information, suspend or cancel any Payment Transaction, close the Account concerned, debit, at any time, the Account for the amount of Electronic Money corresponding to the funds of the cancelled transfer and recover the amount due from the User by any means.

4.2 Functioning of the Account

The Electronic Money is stored for an indefinite duration on the User’s Account by the Issuer under the agreed Financial Conditions.

The Electronic Money purchased is credited to the User’s Account, following the receipt of the funds transferred by Card (or any other means accepted by the Issuer). The amount to be credited is equal to such funds less the corresponding costs as provided in the Financial Conditions.

Upon the User’s Order, the Electronic Money corresponding to the amount of the Payment Transaction or Reimbursement is debited from its Account and the related costs, as provided in the Financial Conditions.

The Issuer is entitled, at any time, to reimburse an amount of available Electronic Money on the Account equal to the charges due and payable, as provided in the Financial Conditions.

 

The amount of Electronic Money available on the Account is automatically adjusted based on the Orders transmitted to the Issuer (or in the process of being transmitted), the Electronic Money issued, any charges due and payable and any cancellation of one of the aforementioned transactions hereunder.

4.3 The use of Electronic Money to carry out a payment Transaction

 

Before transmitting an Order, the User must be sure to have a sufficient amount of Electronic Money available to cover the Payment Transaction amount and the related costs as agreed in the Financial Conditions.

Where appropriate, the User must acquire a sufficient amount of Electronic Money in accordance with article 4.1 before an Order can be legitimately transmitted to the Issuer for execution. The Electronic Money may be issued and stored by the User, provided that the corresponding funds are duly received by the Issuer. The Electronic Money may in no way be issued on the basis of a credit granted to the User.

As such, if the amount of available Electronic Money, at the date of execution of the Order by the Issuer, is lower than the amount of the Payment Transaction (fees included), the Order is automatically refused by the Issuer. The information about this refusal is made available to the User on the Website. This refusal may give rise to additional fees in accordance with the Financial Conditions.

The transmission terms of an Order by the User are as follows:

When carrying out a Payment Transaction, the User logs on to the Website by entering his/her Login and password or by connecting through his/her Facebook account. The User completes the relevant form on the Payment Page and, where appropriate, provides the supporting documents requested by the Issuer. The form should include the following components: the Payment Transaction amount; the currency, which may only be the currency of the Electronic Money; the details required to identify the Recipient; the date of execution of the Order; and any other required information. The User then gives his/her 7

 

consent to the Order and the Order becomes irrevocable when the User clicks on the validation tab on the form. The User then receives a confirmation email on a date referred as the ‘Date of Receipt’.

In certain cases, the User may fill in a single form containing the purchase of Electronic Money as provided in article 4.1 and an Order in compliance with the previous paragraph.

Execution of the Order

 

The Electronic Money is debited from the User Account to be credited to the Recipient Account, following the User instructions. As such, the Recipient may open an Account in accordance with article 3.2 in order to receive the Electronic Money if he/she is not already a User. Where appropriate, the funds corresponding to the Electronic Money transferred to the Recipient can be directly reimbursed to a bank account or a payment account opened in the name of the Recipient upon the receipt by the Issuer of the relevant account details. For this purpose, the Recipient must provide the IBAN number and SWIFT code of his/her bank or payment account as well as his/her address. This account must be opened by a bank or a payment institution, based in a European Union Member State or in a State party to the agreement on the European Economic Area.

It is agreed between the Parties that the Payment Transaction will be executed, at the latest, on the next Business Day following the Date of Receipt if the Recipient has an Account. If the Recipient does not have an Account, the Payment Transaction will be executed as soon as an Account is opened or on the date the Issuer receives the bank or payment account details of the Recipient to whom the funds are due.

If the Date of Receipt is not a Business Day, the Issuer will be deemed to have received the Order on the following Business Day.

4.4 Transmission and execution of an Order for Reimbursement

When the User wishes to transmit an Order for Reimbursement, the User identifies him/herself on the Website by indicating his/her Login and password or by connecting through his/her Facebook account. The User completes the relevant form on the Payment Page and, where appropriate, provides the supporting documents requested by the Issuer. The form must contain the following components: the Reimbursement amount, the currency, which may only be the currency of the Electronic Money, the date of execution of the Order and any other required information. The User then gives his/her consent to the Order and the Order becomes irrevocable when the User clicks on the validation tab on the form. The User then receives a confirmation email on a date referred as the ‘Date of Receipt’.

The Reimbursement of electronic money purchased by Card by a User will occur by crediting the Card used by the User to purchase such Electronic Money.

Where applicable, the Reimbursement will be carried out by money transfer to the bank account or payment account of the User (using the details for the relevant bank account or payment account already provided by the User to the Issuer (‘Date of Notification’). It is agreed between the Parties that the Reimbursement will be carried out, at the latest, on the next Business Days following the Date of Receipt or the Date of Notification as appropriate.

If the Date of Receipt is not a Business Day, the Issuer will be deemed to have received the Order on the following Business Day.

4.5 Withdrawal of an Order

An Order may not be withdrawn by the User after the date on which it is deemed irrevocable as indicated above. 8

 

  1. Login objection, Transaction dispute and Reporting

5.1 Login objection

The User must inform the Distributor of the loss or theft of his/her Login, or misuse or unauthorised use of his/her Login or data as soon as he/she becomes aware of this fact in order to request that the Login be blocked. Such a declaration should be made:

– by telephone call to the customer service of the Distributor at the number indicated in the Special Conditions;

or

– directly by email through the contact form available on the Website.

On receipt of the notification, the Issuer, through the Distributor, will immediately block Your Account. The event will be recorded and time stamped. A time stamped objection number will be communicated to the User. A written confirmation that Your Account has been blocked will be sent to You by the Distributor by email. The Issuer is responsible for the file at an administrative level and retains all the data for 18 (eighteen) months. Upon written request by the User and before expiration of such a deadline, the Issuer will communicate a copy of this objection.

The Issuer and Distributor shall not be held liable for the consequences of any request to block Your account that is made by a person who is not the User.

An objection request is deemed to be made at the date and hour of its actual receipt by the Distributor. In case of theft or fraudulent use of the Login, the Issuer is entitled to request, through the Distributor, [a receipt or a copy of the complaint][information about the circumstances leading to the alleged theft or fraudulent use from the User who undertakes to respond as soon as possible.

5.2 Transaction Dispute

For any claim concerning Payment Transactions or Reimbursements executed hereunder by the Issuer, the User is advised to consult the customer service department of the Distributor or the address indicated for this purpose in the General Conditions of the Website.

If You notify the Issuer that the Issuer has incorrectly executed an Order, the Issuer will refund the amount of the incorrectly executed Payment Transaction and the Account will be restored to its former state before the receipt of the Order without undue delay. The Order is then resubmitted correctly.

A User who wishes to dispute a Payment Transaction not authorised by him/her shall contact the customer service department of the Distributor by telephone (contact details shown on the Website) as soon as possible after becoming aware of the anomaly and within 13 months of the date of the Account registering the Payment Transaction. After validation of the legitimacy of the request, the Issuer will immediately arrange for the refund of the amount of the unauthorised Payment Transaction and restore the Account to the amount it would contain if the disputed transaction had never been executed, including any interest and related charges.

In the event of loss or theft of Your security information (Login and password), or where You have failed to keep your security information safe, You may be responsible for unauthorised transactions carried out before notification of the dispute, up to a maximum of 50£. However, You may be responsible for a greater amount if You have acted fraudulently, have not used your Account in accordance with the Framework Contract or otherwise through Your fault. Except where You have acted fraudulently, You will not be responsible for any losses incurred in respect of unauthorised Payment 9

 

Transactions arising after you have notified the Issuer of the lost, theft, misappropriation or authorised use of your Account details.

The User may dispute an authorised transaction whose exact amount is undefined or those whose final amount is not that which he/she could have reasonably expected taking into account his/her profile, previous expenditures and the Framework Contract conditions. This request must be submitted to the Issuer within 8 weeks of the execution of the Order on the Account. The Issuer must reimburse the User within a period of 10 Business Days after receipt of the request, if the latter proves justified, taking into account applicable laws, and whether the request consists of all the components necessary for examination by the Issuer. The Issuer reserves the right to refuse such a reimbursement, which will be explained and notified to the User. The latter will provide the necessary information in order to determine the circumstances of the Payment Transaction. The Issuer reserves the right not to reimburse the fees resulting from the Payment Transactions concerned. The fees indicated in the Special Conditions may be collected in the case of a non-justified Payment Transaction dispute.

5.3 Reporting

The User may access, at any time, on its personal page on the Website, the indicative amount of Electronic Money available on his/her Account.

The User has, on his/her personal page on the Website, a statement of Payment Transactions carried out on the Account. The User is advised to pay careful attention to the list of these Transactions.

The Issuer shall make available to the User upon written request a monthly statement of the Account, covering the 13 previous months.

  1. Amendment of the Contract

The Issuer reserves the right, at any time, to amend the General Conditions of Use of Electronic Money. Such amendments will be sent by email to all Users at least two (2) months’ before they take effect.

If You are not happy with any amendments that the Issuer plans to make to the General Conditions of Use of Electronic Money, You can terminate the General Conditions of Use of Electronic Money immediately and without paying a charge. If You do not end the General Conditions of Use of Electronic Money before the proposed amendments take effect, the Issuer will consider that You have agreed to the amendments. The relationship between the Parties after the date the amendments come into force shall be governed by the new version of the General Conditions of Use of Electronic Money.

It is therefore important that the User reads his/her emails and regularly reads the General Conditions of Use of Electronic Money available on the Website at any time.

  1. Security

The Issuer undertakes to provide its services in accordance with the applicable and professional laws and regulations. In particular, the Issuer will make every effort to ensure the security and confidentiality of the User’s data, in compliance with current regulations in force.

The Issuer reserves the right to temporarily suspend access to the Account on line for technical, security or maintenance reasons, without these operations being eligible for any compensation. The Issuer will limit this type of interruption to a necessary minimum.

The Issuer cannot, however, be held liable to the User for possible errors, omissions, interruptions or delays produced by the Website resulting in an unauthorised access to the latter. Nor can the Issuer be held liable for thefts, destruction or unauthorised communications of data arising from unauthorised access to the Website. In addition, the Issuer will not be involved in the existing legal relationship 10

 

between the User and the Recipient of the Payment Transaction. The Issuer cannot be held liable for faults, wilful default or negligence of the User or Recipient towards each other.

The Distributor is solely responsible for the security and confidentiality of the data exchanged within the framework of the use of the Website, in accordance with the General Conditions of the Website. The Issuer is responsible for the security and confidentiality of the data that it exchanges with the User within the context of these General Conditions of Use of Electronic Money in respect of the creation and management of the Account, as well as the Payment Transactions associated with the Account.

  1. Limitation of Issuer liability

The Issuer will not intervene in any way in the legal and commercial relationships and any litigation arising between the Recipient and the User. The Issuer has no control over the compliance, security, legality, characteristics and appropriateness of the products subject to a Payment Transaction. In this respect, it is up to the User to obtain all useful information before proceeding to the purchase of a product or service, the collection of funds or any other transaction, in full knowledge of all the considerations involved. Any transaction carried out by the User gives rise to a contract directly formed between him/her and the Recipient(s) with whom the Issuer has no contact. The Issuer cannot, under any circumstances, be held liable for the non-performance or poor execution of obligations that may result, or possible damages caused to the User in this respect.

If the Issuer fails to comply with the Framework Contact, the Issuer is responsible for any loss or damage You suffer that is a foreseeable result of the Issuer breaching this contract or failing to use reasonable care and skill when providing its services under the Framework Contract, but the Issuer is not responsible for any loss or damage that is not foreseeable or which is not caused by its failures. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both the Issuer and You knew it might happen.

You acknowledge and agree that the Issuer will not be responsible to You for any loss or damage You suffer in connection with the use of the Issuer’s service where such loss or damage is caused by Your acts or omissions or by those of a third party including, but not limited to:

(a) Your failure to provide the Issuer with accurate, complete and up to date information; or

(b) You losing or allowing third parties to gain access to your Login and password.

 

The Issuer will take reasonable care to ensure that any data it holds in relation to You and Your Accounts is secure. However, You acknowledge and agree that a service provided via the internet cannot be completely secure and the Issuer will only be responsible to You for loss or damage to Your data to the extent that it is caused by the Issuer’s failure to take such reasonable care.

Whilst the Issuer will use its reasonable efforts to make sure that its service is available to You when You want to use it, the Issuer makes no promise or guarantee that its service will be uninterrupted or error free and the Issuer will not be responsible to You for such errors or interruptions.

The Issue will not be responsible to You for any loss of profit, loss of business, business interruption or loss of business opportunity.

  1. User Commitments

The User guarantees that no part of its profile on the Website will harm the rights of third parties or is contrary to the law, to public order or to accepted principles of morality.

The User undertakes not to:

– Execute the Framework Contract in an illegal manner or in conditions that are likely to damage, deactivate, overload or impair the Website;

11

 

 

– Assume the identity of another person or entity, falsify or conceal his/her identity or age, or create any false identity; or

– Disseminate personal data or information concerning a third party, such as postal addresses, telephone numbers, email addresses, bank card numbers etc.

 

In the event of User default, the Issuer reserves the right to take any appropriate measures in order to stop the relevant actions. The Issuer will also be entitled to suspend and/or block access to the Account.

  1. Duration and Termination

The Framework Contract is concluded for an unlimited period. It is applicable from the date of receipt by the User of the email from the [Issuer] confirming his/her registration with the [Issue].

The User can terminate the Framework Contract at any time on 30 (thirty) calendar days’ advance notice to the Issuer. The Issuer can terminate the Framework Contract at any time on two months’ advance notice to the User.

Such termination shall also constitute the termination of the entire Framework Contract and consequently the closure of the Account.

To terminate the Framework Contract, the terminating Party shall transmit a notice of termination to the other Party by registered letter with proof of delivery to the postal address indicated in the Special Conditions.

The User shall indicate his/her bank or payment account details in the termination letter enabling the Issuer to reimburse him/her with the available Electronic Money. In the absence of such information, the Issuer shall follow the Reimbursement instructions entailing the Reimbursement by credit to the Card used for the purchase of Electronic Money. The Issuer has no further obligations after having confirmed with the User the transfer to the bank account indicated or the credit to the Card of the amount of the Electronic Money.

In the event of gross default, fraud or lack of payment on the part of the User, the Issuer reserves the right, without cause or prior notice, to suspend or terminate these conditions by sending an email accompanied by a registered letter with proof of delivery.

In the event that a successor to the Issuer is nominated to issue the Electronic Money distributed on the Website, it is the responsibility of the Distributor to obtain the User’s express written consent to this change, about the amount of Electronic Money available and to indicate the arrangements for the transfer of funds corresponding to the available Electronic Money to the Issuer.

It is envisaged that the Framework Contract will be automatically terminated in the event of new circumstances affecting the ability of one Party to commit to these conditions.

  1. Right of Cancellation

The User has a period of 14 (fourteen) calendar days to cancel the Framework Contract, without having to either justify any reason or sustain any penalty. This deadline for cancellation shall start from the day of the User’s registration.

The User must notify its decision to cancel within the prescribed deadline to the Distributor’s customer service department by telephone or email and send a letter of confirmation to the address of the customer service department of the Distributor. In respect of the exercise of a right of withdrawal by the User, the Framework Contract will be cancelled without any fees charged to the User.

 

In the event that a User has already benefited from the service and is in possession of Electronic Money at the date of the withdrawal, he/she must transmit his/her bank account details to the Distributor in 12

 

order to allow the Issuer to reimburse the User with Electronic Money.

  1. Anti-money laundering and terrorism financing

The Issuer is subject to applicable legislation regarding the combating of money laundering and the financing of terrorism. As a result, the Issuer must obtain information from any User, for any transaction or business relationship, of the origin, purpose and destination of a transaction or opening of an Account. In addition, the Issuer must take all the steps necessary to identify the User and, where appropriate, the Recipient owner of the Account and/or any Payment Transactions linked to the Account.

The User recognises that the Issuer can, at any time, stop or delay the use of a Login, access to an Account or the execution of a Payment Transaction or a Reimbursement in the absence of sufficient information pertaining to its purpose or nature. He/she is informed that a transaction carried out within the framework of these conditions may be subject to the national financial intelligence unit’s right to disclosure.

The User can, in accordance with the legislation, access all of the information disclosed, provided this right to access does not undermine the purpose of the fight against money laundering and terrorism financing of terrorism, where this data concerns the applicant.

No prosecutions or civil liability actions can be brought or any professional sanction taken against the Issuer, its managers or employees who have reported their suspicions in good faith to the national authority.

  1. Personal data and professional secrecy

The User’s personal data provided in connection with the opening of the Account, is used by the Issuer for the purposes of managing his/her Account, Payment Transactions and Reimbursements.

The User agrees that his/her contact details and personal information obtained by the Issuer in connection with the Framework Contract may be transmitted to operational providers, with whom the Issuer has a contractual relationship, with the sole purpose of executing Payment Transactions and providing the services under the Framework Contract, provided that these third party recipients of personal data are subject to regulations guaranteeing a sufficient level of protection. The list of the third party recipients of the User’s data is available upon request from the Issuer’s compliance manager at the following address: legal@mangopay.com. This information is stored by the Issuer or by any company authorised to do so in accordance with legal and regulatory rules.

The User will be informed prior to any transfer of his/her personal data outside the European Union. In such a case, the Issuer undertakes to respect the regulations in force and to put in place any measure necessary in order to guarantee the security and confidentiality of data transferred in such a way.

Certain information collected and held by the Issuer thereunder may give rise to the rights of access and correction. Any User may, at any time, obtain a copy of the information pertaining to him/her upon request addressed to the Issuer’s customer correspondent at the following address: legal@mangopay.com. He/she may request the deletion or correction of this information by letter to the Issuer at the address found at the beginning of this document. The User may, at any time, object to receiving commercial solicitations, amend his/her contact details or object to their disclosure by sending a notification by registered mail or e-mail to the customer service address of the Issuer.

The Issuer will store the personal information and data for a maximum legal or regulatory period applicable depending on the purpose of each type of data processing.

The conditions for the collection, possession and access to personal data obtained by the Distributor and under his/her responsibility in terms of accessing the Website, are governed by the General Conditions 13

 

of the Website as well as the privacy policy, which is available on the Website.

  1. Inactive Accounts

Any Account that is inactive for a period of 12 (twelve) months will receive a notification of inactivity by email from the Issuer followed by a reminder a month later.

If there is no response or use of available Electronic Money within this period, or in the event of the death of the User, the Issuer may close the Account and keep it active for the sole purpose of the Reimbursement of Electronic Money. The right of Reimbursement may be subject to time limits pursuant to the law of the residence of the User, with such time limits starting from the last transaction on the Account. In the event of death, the Electronic Money can only be reimbursed to the User’s assignee.

An Account that has been closed will not permit the further use of Electronic Money.

  1. Events Outside The Control of a Party

Neither Party will be liable or responsible for any failure to perform, or delay in performance of, any of their obligations under the Framework Contract that is caused by an Event Outside The Control of a Party.

An Event Outside The Control means any act or event beyond a Party’s reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.

  1. Independence of contractual provisions

If any of the provisions of the Framework Contract is held invalid or unenforceable, it shall be deemed deleted and will not invalidate the other provisions.

If one or more of the provisions of the Framework Contract lapses or is declared as such under any law or regulation or following a final decision of a court of competent jurisdiction, the other provisions will retain their binding force and scope. The provisions considered null and invalid would then be replaced by provisions closest in scope and meaning to those initially agreed.

  1. Protection of funds

The collected funds are protected against any claims from other creditors of the Issuer, including in the event of enforcement proceedings or insolvency proceedings against the institution.

The User’s funds are deposited at the end of each Business Day into an account opened with a Bank and are ring fenced by the Bank.

  1. Non-transferability

The Framework Contract cannot be subject to a complete or partial transfer by the User, whether against payment or free of charge. It is therefore forbidden to transfer to a third party any rights or obligations that the User owns hereunder. In the event of breach of this prohibition, in addition to the immediate termination hereof, the User may be held liable by the Issuer.

  1. Fees 14

 

The services offered hereunder are charged by the Distributor on its behalf and on the behalf of the Issuer in accordance with the Financial Conditions.

The Fees due by a User to the Issuer may be paid with available Electronic Money (stored on the User Account) reimbursed at the Issuer sole discretion.

  1. Agreement of proof

All data held in a permanent, reliable and secure manner in the computer database of the Issuer relating, in particular, to Orders and confirmations received by the User, notices sent, access, withdrawal and Reimbursement will prevail between the parties until proven otherwise.

  1. Complaints and arbitration

The User is invited to send any complaint to the customer relations service indicated in the Special Conditions and on the Website.

Any complaint other than as provided in article 5.2 concerning the conclusion, execution or termination of the Framework Contract and services for the issue and management of Electronic Money shall be notified by email (and without any failure or undeliverable messages) to the following address: legal@mangopay.com

If the User believes that the response provided is unsatisfactory, or in the absence of a response within one month after sending the email, he/she may refer the complaint to the Luxembourg Financial Sector Supervisory Commission by post at 283 route d’Arlon L-1150 Luxembourg or by email: direction@cssf.lu.

  1. Applicable law and competent jurisdiction

The Framework Contract is governed by the laws of England and Wales. You and the Issue agree to submit to the non-exclusive jurisdiction of the English courts. However, if You are a resident outside England, You may also bring proceedings in Your local courts.

 

Framework Contract for Payment Services using MANGOPAY Electronic Money

This agreement is important and you should read it carefully. It creates a legally binding agreement between you (hereinafter referred to as “You” or the “User”) and MANGOPAY S.A. (hereinafter referred to as the “Issuer”) relating to the use of Electronic Money issued by MANGOPAY S.A. as a means of payment on the Website.

MANGOPAY S.A. is a public limited liability company incorporated under Luxembourg law, with a share capital of 2.000.000 euros. The Issuer is listed under number B173459 in the Luxembourg Trade and Companies Register. The Issuer is authorised to conduct its business in certain European Member States under the freedom of establishment, as an electronic money institution approved by the Luxembourg Financial Sector Supervisory Commission, whose address is at 283 route d’Arlon L-1150 Luxembourg and whose website is at: www.cssf.lu.

You can contact the Issuer at its registered offices, which are at 10 Boulevard Royal, L-2449 Luxembourg, or by email at: legal@mangopay.com.

References hereinafter to the “Parties” are a reference to you and the Issuer.

Warning

Please carefully read these General Terms and Conditions for the Use of Electronic Money and the Financial Conditions communicated to you on the Website before accepting them.

The Framework Contract is concluded in English and all communication between the Issuer and You will be in English.

  1. Definitions

For the purposes hereof, the words hereafter are defined as follows:

Account: Means an internal reference allowing the Issuer (i) to identify in its records each transaction involving the purchase, use and reimbursement of Electronic Money carried out on behalf of a User, and (ii) to determine the amount of Electronic Money available to the User at any time. The Account may under no circumstances be compared to a deposit account, a current account or a payment account.

Banks: Credit institutions that hold funds collected by the Issuer corresponding to the Electronic Money in circulation. The institutions selected are currently Barclays, Crédit Mutuel Arkéa and ING Luxembourg. The Issuer reserves the right to select any other credit institution based in a European Union Member State or in a State party to the agreement on the European Economic Area. The current list of the selected credit institutions is available upon request at MANGOPAY S.A.

Business Day: Means between the hours of 9am and 7pm on any calendar day, apart from Saturdays, Sundays and public holidays, in France, Luxembourg and in the host country indicated in the Special Conditions, on which the payment infrastructures of all these countries and the Banks are open for business.

Card: The bank, payment or credit card used by the User to pay to the Issuer the purchase price of the Electronic Money. This card belongs to one of the following networks: Visa, MasterCard, CB, Amex.

Distributor: Means the entity whose contact information is stated in the Special Conditions and who operates the Website. The Distributor prepares, facilitates and advises its customers, for the purpose of 2

 

concluding the Framework Contract through the Website. It assists the customers for the duration of their relationship with the Issuer within the context of carrying out Payment Transactions, including Purchases and Reimbursements of Electronic Money. To this end, the Distributor provides each User with a dedicated user service for Payment Transactions carried out hereunder. The Distributor does not collect funds apart from those agreed in the Financial Conditions.

Electronic Money: Means the monetary value available at any given time that represents a debt payable by the Issuer to the User. Electronic Money is issued by the Issuer in exchange for the User’s delivery of the corresponding funds and constitutes a means of payment exclusively accepted by the Recipients. The Issuer stores the Electronic Money on its server in an Account opened for this purpose.

Financial Conditions: Means the document comprising all the fees paid by the User for the purchase, use and management of Electronic Money, as provided in the Special Conditions of Use.

Framework Contract: Means the General Conditions for the Use of Electronic Money and the Special Conditions for the Use of Electronic Money.

General Conditions of Use of Electronic Money: Means the present document.

General Conditions of the Website: Means the general conditions of use of the Website concluded between the User acting as a customer of the Website and the Distributor, including those conditions governing access to the Website.

Issuer: Means MANGOPAY SA, an issuer of Electronic Money licensed in Luxembourg by the Financial Sector Supervisory Commission under reference n°3812 and entitled to conduct business in the host country indicated in the Special Conditions. The Issuer is on the list of electronic money institutions available at http://supervisedentities.cssf.lu/index.html?language=fr#Home.

Login: Means the data required for the Issuer to identify a User in order to carry out a Payment Transaction, consisting of a user name (valid email address).

Order: Means the instruction given by the User to the Issuer in accordance with the procedure specified in the Framework Contract, for the purpose of carrying out a Payment Transaction and/or Reimbursement.

Payment Page: Means the secure page provided by the Issuer’s electronic banking provider.

Payment Transaction: Means the transfer of Electronic Money to the User’s designated Recipient on the Website.

Recipient: Means the recipient of Electronic Money, being any natural or legal person acting on their own behalf, selected by the User from among the clients of the Website, who receives Electronic Money as part of a Payment Transaction. Any Recipient can also become a User upon acceptance of the Framework Contract, subject to the Issuer’s prior approval. In certain cases, the Recipient may also be the Distributor, in accordance with the Special Conditions.

Reimbursement: Means the transfer by the Issuer upon an Order from the User, of cashless payments corresponding to all or part of the available Electronic Money held by him/her, less any costs due.

Special Conditions of Use of Electronic Money: Means the form to be filled out by the User on the Website containing his/her personal data and the applicable Financial Conditions for Electronic Money.

User: Any natural or legal person acting on their own behalf and holding Electronic Money registered in an Account opened in their name, in order to carry out one or more Payment Transactions.

Website: Means the website operated by the Distributor with the aim of selling goods or services to 3

 

Users or to establish links between Recipients and Users. The address of the relevant Website is indicated in the Special Conditions.

  1. Purpose

These General Conditions of Use of Electronic Money set out the conditions under which the Issuer will provide You with a means to pay the Recipients that you choose through the Website.

The proposed means of payment must be consistently prepaid by the User and will not be subject to any advance, credit or discount. It is based on the Electronic Money issued and managed by the Issuer.

The Issuer has authorised the Distributor to offer this means of payment to customers of the Website, to facilitate the conclusion thereof and to assist the Users for the duration of their relationship with the Issuer.

These General and Special Conditions of Use of Electronic Money constitute the whole Framework Contract entered into between the Parties regarding the issue, use and management of the Electronic Money issued by the Issuer. The User can, at all times and without any supplemental fees, obtain a copy of these documents on the Website. Only the Framework Contract shall be valid in case of any dispute between the parties.

  1. User Registration

3.1 Necessary preconditions for User registration

Any natural person of at least 18 (eighteen) years of age, with capacity to enter into legally binding contracts, as well as any legal person, resident of or registered in a European Union Member State or in a State party to the agreement on the European Economic Area or an equivalent third country that imposes the equivalent requirements regarding money laundering and the financing of terrorism, can request to open an Account, provided that they are a customer of the Website.

The User, a natural person, will be deemed to be acting exclusively for non-professional purposes.

3.2 Registration procedure and procedure for opening an Account

You must provide the Distributor with:

 _your surname, name, email address, date of birth and nationality (for natural persons); or

 _the name, corporate form, capital, head office address, business description, identities of associates and executives, as well as a list of beneficial owners as defined by the regulations (for legal persons),

 

if the Distributor is not already in possession of this information.

You must indicate a Login, consisting of a User name and a password, or connect via your Facebook account. You are solely responsible for the use of your Login and maintaining the confidentiality of your Login. You agree not to use the Account, name or Login of another User at any time, or to disclose Your Login to a third party.

You must protect the secrecy of your Login and password at all times and never disclose it to another person. You must take reasonable steps to keep Your Login and password safe and prevent fraudulent use of Your Account. For example, You should keep information relating to Your Account in a safe place, You should not write down your Login and password and You should take care to ensure that other people do not oversee or hear you using your Login and password.

You agree to immediately inform the Distributor in the event that You suspect any unauthorised use of 4

 

Your Account or Login.

The Issue reserves the right to immediately suspend or withdraw Your right to make Payment Transactions where: the Issuer has reasonable grounds to believe that there may be a breach in the security of your Account, the Issuer suspects unauthorised or fraudulent use of Your Account or the Issuer is required by law. If the Issuer decides to take such action, the Issuer will notify You in advance, except where this is not possible, in which case the Issuer will inform You at the earliest opportunity. The Issuer will not inform You if it would compromise its reasonable security measures or is otherwise unlawful. If the reasons for the Issuer’s actions cease to exist, the Issuer will reinstate Your Account or issue You with new account details as soon as practicable.

After carefully reading the Framework Contract, You must accept it in accordance with the terms specified on the Website and must provide all information and relevant documents requested by the Distributor. By accepting the terms of the Framework Contract, You agree that the Distributor may transmit Your application to register as a User to the Issuer, together with all supporting documents received.

Only the Issuer can accept the Your registration as a User and open an Account in Your name. The Distributor will notify You if the Issuer accepts Your registration in accordance with the terms specified on the Website.

The Issuer may, without stating reasons and with no right to compensation to You, refuse an application to register as a User and to open an Account. You will be notified of this refusal by the Distributor in accordance with the terms specified on the Website.

In addition, the Issuer reserves the right to ask You, before any registration and at any point in the duration of the Framework Contract, for supplementary information and identification data for the purposes of identity checks, as well as any supporting documents that the Issuer may deem necessary.

You confirm upon submission of Your request to register to the Distributor and throughout the duration of the Framework Contract that:

(a) (if You are a natural person) You are at least 18 (eighteen) years old;

(b) You are legally competent to enter into this agreement;

(c) You are acting on your own behalf and not for any other person; and

(d) all information that You provided during registration is true, accurate and up-to-date.

 

3.3 Account use limitations

At the Issuer’s discretion, a User who has not provided all the required documents as listed below may be expressly authorised by the Issuer to use his/her Account for the purchase of goods or services up to a limit of 2,500 Euros of Electronic Money held by a User within the same year, provided that this Electronic Money has not been subject to requests for reimbursement exceeding 1,000 Euros per year.

Upon receipt of all the documents listed below and provided that they are deemed satisfactory by the Issuer, the User may initiate reimbursements exceeding 1,000 Euros per year and hold an amount of Electronic Money exceeding 2,500 Euros per year. These Reimbursements will only be granted if the purchase or Reimbursement of Electronic Money is carried out to or from an account opened in the User’s name with a payment services provider established in a European Union Member State or in a state party to the agreement on the European Economic Area or in a third country that imposes equivalent requirements regarding money laundering and the financing of terrorism. 5

 

The documents required for any User who is a natural person in accordance with the above are as follows:

– A copy of an official and valid identity document1

– And, on request, a proof of residence which is less than 3 months old.

 

1 Inside the EEA : passport, national identity card, driving licence, resident permit from third-country nationals in the European Union Outside the EEA: passport is compulsory, driving licence for USA and Canada accepted

The documents required for any User who is a legal person in accordance with the above are as follows:

– An original or copy of an extract of the official register, less than three months old and stating the name, legal form, head office address and the identities of associates and executives;

– A certified copy of the statutes and any decisions appointing the legal representative

– a copy of the legal representative’s identity document1

It is expressly provided that the Issuer retains the right to request at any time additional documents regarding the User, the Recipient, the beneficial owner or any Payment Transaction or Reimbursement.

 

The Recipient is considered to be the recipient of the funds that have been transmitted by the User. Where appropriate, the Recipient agrees to provide his/her email address, date of birth and nationality, as well as the postal address of the person to whom the Recipient will pay the funds.

3.4 Communication between us

The Issuer will contact You using the contact details You provided when You opened Your Account, or any updated contact details You have provided to the Issuer. It is Your responsibility to update the Issuer with any new contact information, including a change in address. The Issuer will send any correspondence to most recent email address or postal address You have provided to the Issuer for Your Account. You must advise the Issuer promptly of any change to Your contact details in the interests of security (including name or address) and provide appropriate supporting evidence required by the Issuer.

You can contact the Issuer by telephone call to the customer service department of the Distributor at the number indicated in the Special Conditions. All contact should initially be directed through the Distributor. If You wish to contact the Issuer directly, please email legal@mangopay.com

  1. Operation of the Account

4.1 Purchase of Electronic Money

 

Electronic Money can be purchased by Card (or any other means accepted by the Issuer), in one or more instalments.

To carry out such a transaction, You must Login to the Website and place a money transfer order via the dedicated Payment Page. For any payment, You may be asked to enter a single-use code on the Payment Page, which You will receive on Your mobile phone. By using the Payment Page and, where applicable, entering the single-use code, You are giving Your consent to the Payment Transaction.

The Issuer may refuse any payment at its sole discretion and without giving rise to any right to compensation. The transaction is carried out by Your Card issuer. Any dispute concerning such transfer 6

 

must be notified to Your Card issuer. The Issuer is not entitled to cancel such a transfer. Notwithstanding the foregoing, You may receive a Reimbursement of Electronic Money in accordance with article 4.4.

The registration of Electronic Money in the User’s name is subject to the actual receipt of funds by the Issuer less the costs agreed in the Financial Conditions.

In the event that the transfer of funds is cancelled by the Card issuer following a dispute, for whatever reason, the Issuer may, upon receipt of the information, suspend or cancel any Payment Transaction, close the Account concerned, debit, at any time, the Account for the amount of Electronic Money corresponding to the funds of the cancelled transfer and recover the amount due from the User by any means.

4.2 Functioning of the Account

The Electronic Money is stored for an indefinite duration on the User’s Account by the Issuer under the agreed Financial Conditions.

The Electronic Money purchased is credited to the User’s Account, following the receipt of the funds transferred by Card (or any other means accepted by the Issuer). The amount to be credited is equal to such funds less the corresponding costs as provided in the Financial Conditions.

Upon the User’s Order, the Electronic Money corresponding to the amount of the Payment Transaction or Reimbursement is debited from its Account and the related costs, as provided in the Financial Conditions.

The Issuer is entitled, at any time, to reimburse an amount of available Electronic Money on the Account equal to the charges due and payable, as provided in the Financial Conditions.

 

The amount of Electronic Money available on the Account is automatically adjusted based on the Orders transmitted to the Issuer (or in the process of being transmitted), the Electronic Money issued, any charges due and payable and any cancellation of one of the aforementioned transactions hereunder.

4.3 The use of Electronic Money to carry out a payment Transaction

 

Before transmitting an Order, the User must be sure to have a sufficient amount of Electronic Money available to cover the Payment Transaction amount and the related costs as agreed in the Financial Conditions.

Where appropriate, the User must acquire a sufficient amount of Electronic Money in accordance with article 4.1 before an Order can be legitimately transmitted to the Issuer for execution. The Electronic Money may be issued and stored by the User, provided that the corresponding funds are duly received by the Issuer. The Electronic Money may in no way be issued on the basis of a credit granted to the User.

As such, if the amount of available Electronic Money, at the date of execution of the Order by the Issuer, is lower than the amount of the Payment Transaction (fees included), the Order is automatically refused by the Issuer. The information about this refusal is made available to the User on the Website. This refusal may give rise to additional fees in accordance with the Financial Conditions.

The transmission terms of an Order by the User are as follows:

When carrying out a Payment Transaction, the User logs on to the Website by entering his/her Login and password or by connecting through his/her Facebook account. The User completes the relevant form on the Payment Page and, where appropriate, provides the supporting documents requested by the Issuer. The form should include the following components: the Payment Transaction amount; the currency, which may only be the currency of the Electronic Money; the details required to identify the Recipient; the date of execution of the Order; and any other required information. The User then gives his/her 7

 

consent to the Order and the Order becomes irrevocable when the User clicks on the validation tab on the form. The User then receives a confirmation email on a date referred as the ‘Date of Receipt’.

In certain cases, the User may fill in a single form containing the purchase of Electronic Money as provided in article 4.1 and an Order in compliance with the previous paragraph.

Execution of the Order

 

The Electronic Money is debited from the User Account to be credited to the Recipient Account, following the User instructions. As such, the Recipient may open an Account in accordance with article 3.2 in order to receive the Electronic Money if he/she is not already a User. Where appropriate, the funds corresponding to the Electronic Money transferred to the Recipient can be directly reimbursed to a bank account or a payment account opened in the name of the Recipient upon the receipt by the Issuer of the relevant account details. For this purpose, the Recipient must provide the IBAN number and SWIFT code of his/her bank or payment account as well as his/her address. This account must be opened by a bank or a payment institution, based in a European Union Member State or in a State party to the agreement on the European Economic Area.

It is agreed between the Parties that the Payment Transaction will be executed, at the latest, on the next Business Day following the Date of Receipt if the Recipient has an Account. If the Recipient does not have an Account, the Payment Transaction will be executed as soon as an Account is opened or on the date the Issuer receives the bank or payment account details of the Recipient to whom the funds are due.

If the Date of Receipt is not a Business Day, the Issuer will be deemed to have received the Order on the following Business Day.

4.4 Transmission and execution of an Order for Reimbursement

When the User wishes to transmit an Order for Reimbursement, the User identifies him/herself on the Website by indicating his/her Login and password or by connecting through his/her Facebook account. The User completes the relevant form on the Payment Page and, where appropriate, provides the supporting documents requested by the Issuer. The form must contain the following components: the Reimbursement amount, the currency, which may only be the currency of the Electronic Money, the date of execution of the Order and any other required information. The User then gives his/her consent to the Order and the Order becomes irrevocable when the User clicks on the validation tab on the form. The User then receives a confirmation email on a date referred as the ‘Date of Receipt’.

The Reimbursement of electronic money purchased by Card by a User will occur by crediting the Card used by the User to purchase such Electronic Money.

Where applicable, the Reimbursement will be carried out by money transfer to the bank account or payment account of the User (using the details for the relevant bank account or payment account already provided by the User to the Issuer (‘Date of Notification’). It is agreed between the Parties that the Reimbursement will be carried out, at the latest, on the next Business Days following the Date of Receipt or the Date of Notification as appropriate.

If the Date of Receipt is not a Business Day, the Issuer will be deemed to have received the Order on the following Business Day.

4.5 Withdrawal of an Order

An Order may not be withdrawn by the User after the date on which it is deemed irrevocable as indicated above. 8

 

  1. Login objection, Transaction dispute and Reporting

5.1 Login objection

The User must inform the Distributor of the loss or theft of his/her Login, or misuse or unauthorised use of his/her Login or data as soon as he/she becomes aware of this fact in order to request that the Login be blocked. Such a declaration should be made:

– by telephone call to the customer service of the Distributor at the number indicated in the Special Conditions;

or

– directly by email through the contact form available on the Website.

On receipt of the notification, the Issuer, through the Distributor, will immediately block Your Account. The event will be recorded and time stamped. A time stamped objection number will be communicated to the User. A written confirmation that Your Account has been blocked will be sent to You by the Distributor by email. The Issuer is responsible for the file at an administrative level and retains all the data for 18 (eighteen) months. Upon written request by the User and before expiration of such a deadline, the Issuer will communicate a copy of this objection.

The Issuer and Distributor shall not be held liable for the consequences of any request to block Your account that is made by a person who is not the User.

An objection request is deemed to be made at the date and hour of its actual receipt by the Distributor. In case of theft or fraudulent use of the Login, the Issuer is entitled to request, through the Distributor, [a receipt or a copy of the complaint][information about the circumstances leading to the alleged theft or fraudulent use from the User who undertakes to respond as soon as possible.

5.2 Transaction Dispute

For any claim concerning Payment Transactions or Reimbursements executed hereunder by the Issuer, the User is advised to consult the customer service department of the Distributor or the address indicated for this purpose in the General Conditions of the Website.

If You notify the Issuer that the Issuer has incorrectly executed an Order, the Issuer will refund the amount of the incorrectly executed Payment Transaction and the Account will be restored to its former state before the receipt of the Order without undue delay. The Order is then resubmitted correctly.

A User who wishes to dispute a Payment Transaction not authorised by him/her shall contact the customer service department of the Distributor by telephone (contact details shown on the Website) as soon as possible after becoming aware of the anomaly and within 13 months of the date of the Account registering the Payment Transaction. After validation of the legitimacy of the request, the Issuer will immediately arrange for the refund of the amount of the unauthorised Payment Transaction and restore the Account to the amount it would contain if the disputed transaction had never been executed, including any interest and related charges.

In the event of loss or theft of Your security information (Login and password), or where You have failed to keep your security information safe, You may be responsible for unauthorised transactions carried out before notification of the dispute, up to a maximum of 50£. However, You may be responsible for a greater amount if You have acted fraudulently, have not used your Account in accordance with the Framework Contract or otherwise through Your fault. Except where You have acted fraudulently, You will not be responsible for any losses incurred in respect of unauthorised Payment 9

 

Transactions arising after you have notified the Issuer of the lost, theft, misappropriation or authorised use of your Account details.

The User may dispute an authorised transaction whose exact amount is undefined or those whose final amount is not that which he/she could have reasonably expected taking into account his/her profile, previous expenditures and the Framework Contract conditions. This request must be submitted to the Issuer within 8 weeks of the execution of the Order on the Account. The Issuer must reimburse the User within a period of 10 Business Days after receipt of the request, if the latter proves justified, taking into account applicable laws, and whether the request consists of all the components necessary for examination by the Issuer. The Issuer reserves the right to refuse such a reimbursement, which will be explained and notified to the User. The latter will provide the necessary information in order to determine the circumstances of the Payment Transaction. The Issuer reserves the right not to reimburse the fees resulting from the Payment Transactions concerned. The fees indicated in the Special Conditions may be collected in the case of a non-justified Payment Transaction dispute.

5.3 Reporting

The User may access, at any time, on its personal page on the Website, the indicative amount of Electronic Money available on his/her Account.

The User has, on his/her personal page on the Website, a statement of Payment Transactions carried out on the Account. The User is advised to pay careful attention to the list of these Transactions.

The Issuer shall make available to the User upon written request a monthly statement of the Account, covering the 13 previous months.

  1. Amendment of the Contract

The Issuer reserves the right, at any time, to amend the General Conditions of Use of Electronic Money. Such amendments will be sent by email to all Users at least two (2) months’ before they take effect.

If You are not happy with any amendments that the Issuer plans to make to the General Conditions of Use of Electronic Money, You can terminate the General Conditions of Use of Electronic Money immediately and without paying a charge. If You do not end the General Conditions of Use of Electronic Money before the proposed amendments take effect, the Issuer will consider that You have agreed to the amendments. The relationship between the Parties after the date the amendments come into force shall be governed by the new version of the General Conditions of Use of Electronic Money.

It is therefore important that the User reads his/her emails and regularly reads the General Conditions of Use of Electronic Money available on the Website at any time.

  1. Security

The Issuer undertakes to provide its services in accordance with the applicable and professional laws and regulations. In particular, the Issuer will make every effort to ensure the security and confidentiality of the User’s data, in compliance with current regulations in force.

The Issuer reserves the right to temporarily suspend access to the Account on line for technical, security or maintenance reasons, without these operations being eligible for any compensation. The Issuer will limit this type of interruption to a necessary minimum.

The Issuer cannot, however, be held liable to the User for possible errors, omissions, interruptions or delays produced by the Website resulting in an unauthorised access to the latter. Nor can the Issuer be held liable for thefts, destruction or unauthorised communications of data arising from unauthorised access to the Website. In addition, the Issuer will not be involved in the existing legal relationship 10

 

between the User and the Recipient of the Payment Transaction. The Issuer cannot be held liable for faults, wilful default or negligence of the User or Recipient towards each other.

The Distributor is solely responsible for the security and confidentiality of the data exchanged within the framework of the use of the Website, in accordance with the General Conditions of the Website. The Issuer is responsible for the security and confidentiality of the data that it exchanges with the User within the context of these General Conditions of Use of Electronic Money in respect of the creation and management of the Account, as well as the Payment Transactions associated with the Account.

  1. Limitation of Issuer liability

The Issuer will not intervene in any way in the legal and commercial relationships and any litigation arising between the Recipient and the User. The Issuer has no control over the compliance, security, legality, characteristics and appropriateness of the products subject to a Payment Transaction. In this respect, it is up to the User to obtain all useful information before proceeding to the purchase of a product or service, the collection of funds or any other transaction, in full knowledge of all the considerations involved. Any transaction carried out by the User gives rise to a contract directly formed between him/her and the Recipient(s) with whom the Issuer has no contact. The Issuer cannot, under any circumstances, be held liable for the non-performance or poor execution of obligations that may result, or possible damages caused to the User in this respect.

If the Issuer fails to comply with the Framework Contact, the Issuer is responsible for any loss or damage You suffer that is a foreseeable result of the Issuer breaching this contract or failing to use reasonable care and skill when providing its services under the Framework Contract, but the Issuer is not responsible for any loss or damage that is not foreseeable or which is not caused by its failures. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both the Issuer and You knew it might happen.

You acknowledge and agree that the Issuer will not be responsible to You for any loss or damage You suffer in connection with the use of the Issuer’s service where such loss or damage is caused by Your acts or omissions or by those of a third party including, but not limited to:

(a) Your failure to provide the Issuer with accurate, complete and up to date information; or

(b) You losing or allowing third parties to gain access to your Login and password.

 

The Issuer will take reasonable care to ensure that any data it holds in relation to You and Your Accounts is secure. However, You acknowledge and agree that a service provided via the internet cannot be completely secure and the Issuer will only be responsible to You for loss or damage to Your data to the extent that it is caused by the Issuer’s failure to take such reasonable care.

Whilst the Issuer will use its reasonable efforts to make sure that its service is available to You when You want to use it, the Issuer makes no promise or guarantee that its service will be uninterrupted or error free and the Issuer will not be responsible to You for such errors or interruptions.

The Issue will not be responsible to You for any loss of profit, loss of business, business interruption or loss of business opportunity.

  1. User Commitments

The User guarantees that no part of its profile on the Website will harm the rights of third parties or is contrary to the law, to public order or to accepted principles of morality.

The User undertakes not to:

– Execute the Framework Contract in an illegal manner or in conditions that are likely to damage, deactivate, overload or impair the Website;

11

 

 

– Assume the identity of another person or entity, falsify or conceal his/her identity or age, or create any false identity; or

– Disseminate personal data or information concerning a third party, such as postal addresses, telephone numbers, email addresses, bank card numbers etc.

 

In the event of User default, the Issuer reserves the right to take any appropriate measures in order to stop the relevant actions. The Issuer will also be entitled to suspend and/or block access to the Account.

  1. Duration and Termination

The Framework Contract is concluded for an unlimited period. It is applicable from the date of receipt by the User of the email from the [Issuer] confirming his/her registration with the [Issue].

The User can terminate the Framework Contract at any time on 30 (thirty) calendar days’ advance notice to the Issuer. The Issuer can terminate the Framework Contract at any time on two months’ advance notice to the User.

Such termination shall also constitute the termination of the entire Framework Contract and consequently the closure of the Account.

To terminate the Framework Contract, the terminating Party shall transmit a notice of termination to the other Party by registered letter with proof of delivery to the postal address indicated in the Special Conditions.

The User shall indicate his/her bank or payment account details in the termination letter enabling the Issuer to reimburse him/her with the available Electronic Money. In the absence of such information, the Issuer shall follow the Reimbursement instructions entailing the Reimbursement by credit to the Card used for the purchase of Electronic Money. The Issuer has no further obligations after having confirmed with the User the transfer to the bank account indicated or the credit to the Card of the amount of the Electronic Money.

In the event of gross default, fraud or lack of payment on the part of the User, the Issuer reserves the right, without cause or prior notice, to suspend or terminate these conditions by sending an email accompanied by a registered letter with proof of delivery.

In the event that a successor to the Issuer is nominated to issue the Electronic Money distributed on the Website, it is the responsibility of the Distributor to obtain the User’s express written consent to this change, about the amount of Electronic Money available and to indicate the arrangements for the transfer of funds corresponding to the available Electronic Money to the Issuer.

It is envisaged that the Framework Contract will be automatically terminated in the event of new circumstances affecting the ability of one Party to commit to these conditions.

  1. Right of Cancellation

The User has a period of 14 (fourteen) calendar days to cancel the Framework Contract, without having to either justify any reason or sustain any penalty. This deadline for cancellation shall start from the day of the User’s registration.

The User must notify its decision to cancel within the prescribed deadline to the Distributor’s customer service department by telephone or email and send a letter of confirmation to the address of the customer service department of the Distributor. In respect of the exercise of a right of withdrawal by the User, the Framework Contract will be cancelled without any fees charged to the User.

 

In the event that a User has already benefited from the service and is in possession of Electronic Money at the date of the withdrawal, he/she must transmit his/her bank account details to the Distributor in 12

 

order to allow the Issuer to reimburse the User with Electronic Money.

  1. Anti-money laundering and terrorism financing

The Issuer is subject to applicable legislation regarding the combating of money laundering and the financing of terrorism. As a result, the Issuer must obtain information from any User, for any transaction or business relationship, of the origin, purpose and destination of a transaction or opening of an Account. In addition, the Issuer must take all the steps necessary to identify the User and, where appropriate, the Recipient owner of the Account and/or any Payment Transactions linked to the Account.

The User recognises that the Issuer can, at any time, stop or delay the use of a Login, access to an Account or the execution of a Payment Transaction or a Reimbursement in the absence of sufficient information pertaining to its purpose or nature. He/she is informed that a transaction carried out within the framework of these conditions may be subject to the national financial intelligence unit’s right to disclosure.

The User can, in accordance with the legislation, access all of the information disclosed, provided this right to access does not undermine the purpose of the fight against money laundering and terrorism financing of terrorism, where this data concerns the applicant.

No prosecutions or civil liability actions can be brought or any professional sanction taken against the Issuer, its managers or employees who have reported their suspicions in good faith to the national authority.

  1. Personal data and professional secrecy

The User’s personal data provided in connection with the opening of the Account, is used by the Issuer for the purposes of managing his/her Account, Payment Transactions and Reimbursements.

The User agrees that his/her contact details and personal information obtained by the Issuer in connection with the Framework Contract may be transmitted to operational providers, with whom the Issuer has a contractual relationship, with the sole purpose of executing Payment Transactions and providing the services under the Framework Contract, provided that these third party recipients of personal data are subject to regulations guaranteeing a sufficient level of protection. The list of the third party recipients of the User’s data is available upon request from the Issuer’s compliance manager at the following address: legal@mangopay.com. This information is stored by the Issuer or by any company authorised to do so in accordance with legal and regulatory rules.

The User will be informed prior to any transfer of his/her personal data outside the European Union. In such a case, the Issuer undertakes to respect the regulations in force and to put in place any measure necessary in order to guarantee the security and confidentiality of data transferred in such a way.

Certain information collected and held by the Issuer thereunder may give rise to the rights of access and correction. Any User may, at any time, obtain a copy of the information pertaining to him/her upon request addressed to the Issuer’s customer correspondent at the following address: legal@mangopay.com. He/she may request the deletion or correction of this information by letter to the Issuer at the address found at the beginning of this document. The User may, at any time, object to receiving commercial solicitations, amend his/her contact details or object to their disclosure by sending a notification by registered mail or e-mail to the customer service address of the Issuer.

The Issuer will store the personal information and data for a maximum legal or regulatory period applicable depending on the purpose of each type of data processing.

The conditions for the collection, possession and access to personal data obtained by the Distributor and under his/her responsibility in terms of accessing the Website, are governed by the General Conditions 13

 

of the Website as well as the privacy policy, which is available on the Website.

  1. Inactive Accounts

Any Account that is inactive for a period of 12 (twelve) months will receive a notification of inactivity by email from the Issuer followed by a reminder a month later.

If there is no response or use of available Electronic Money within this period, or in the event of the death of the User, the Issuer may close the Account and keep it active for the sole purpose of the Reimbursement of Electronic Money. The right of Reimbursement may be subject to time limits pursuant to the law of the residence of the User, with such time limits starting from the last transaction on the Account. In the event of death, the Electronic Money can only be reimbursed to the User’s assignee.

An Account that has been closed will not permit the further use of Electronic Money.

  1. Events Outside The Control of a Party

Neither Party will be liable or responsible for any failure to perform, or delay in performance of, any of their obligations under the Framework Contract that is caused by an Event Outside The Control of a Party.

An Event Outside The Control means any act or event beyond a Party’s reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.

  1. Independence of contractual provisions

If any of the provisions of the Framework Contract is held invalid or unenforceable, it shall be deemed deleted and will not invalidate the other provisions.

If one or more of the provisions of the Framework Contract lapses or is declared as such under any law or regulation or following a final decision of a court of competent jurisdiction, the other provisions will retain their binding force and scope. The provisions considered null and invalid would then be replaced by provisions closest in scope and meaning to those initially agreed.

  1. Protection of funds

The collected funds are protected against any claims from other creditors of the Issuer, including in the event of enforcement proceedings or insolvency proceedings against the institution.

The User’s funds are deposited at the end of each Business Day into an account opened with a Bank and are ring fenced by the Bank.

  1. Non-transferability

The Framework Contract cannot be subject to a complete or partial transfer by the User, whether against payment or free of charge. It is therefore forbidden to transfer to a third party any rights or obligations that the User owns hereunder. In the event of breach of this prohibition, in addition to the immediate termination hereof, the User may be held liable by the Issuer.

  1. Fees 14

 

The services offered hereunder are charged by the Distributor on its behalf and on the behalf of the Issuer in accordance with the Financial Conditions.

The Fees due by a User to the Issuer may be paid with available Electronic Money (stored on the User Account) reimbursed at the Issuer sole discretion.

  1. Agreement of proof

All data held in a permanent, reliable and secure manner in the computer database of the Issuer relating, in particular, to Orders and confirmations received by the User, notices sent, access, withdrawal and Reimbursement will prevail between the parties until proven otherwise.

  1. Complaints and arbitration

The User is invited to send any complaint to the customer relations service indicated in the Special Conditions and on the Website.

Any complaint other than as provided in article 5.2 concerning the conclusion, execution or termination of the Framework Contract and services for the issue and management of Electronic Money shall be notified by email (and without any failure or undeliverable messages) to the following address: legal@mangopay.com

If the User believes that the response provided is unsatisfactory, or in the absence of a response within one month after sending the email, he/she may refer the complaint to the Luxembourg Financial Sector Supervisory Commission by post at 283 route d’Arlon L-1150 Luxembourg or by email: direction@cssf.lu.

  1. Applicable law and competent jurisdiction

The Framework Contract is governed by the laws of England and Wales. You and the Issue agree to submit to the non-exclusive jurisdiction of the English courts. However, if You are a resident outside England, You may also bring proceedings in Your local courts.

 

Framework Contract for Payment Services using MANGOPAY Electronic Money

This agreement is important and you should read it carefully. It creates a legally binding agreement between you (hereinafter referred to as “You” or the “User”) and MANGOPAY S.A. (hereinafter referred to as the “Issuer”) relating to the use of Electronic Money issued by MANGOPAY S.A. as a means of payment on the Website.

MANGOPAY S.A. is a public limited liability company incorporated under Luxembourg law, with a share capital of 2.000.000 euros. The Issuer is listed under number B173459 in the Luxembourg Trade and Companies Register. The Issuer is authorised to conduct its business in certain European Member States under the freedom of establishment, as an electronic money institution approved by the Luxembourg Financial Sector Supervisory Commission, whose address is at 283 route d’Arlon L-1150 Luxembourg and whose website is at: www.cssf.lu.

You can contact the Issuer at its registered offices, which are at 10 Boulevard Royal, L-2449 Luxembourg, or by email at: legal@mangopay.com.

References hereinafter to the “Parties” are a reference to you and the Issuer.

Warning

Please carefully read these General Terms and Conditions for the Use of Electronic Money and the Financial Conditions communicated to you on the Website before accepting them.

The Framework Contract is concluded in English and all communication between the Issuer and You will be in English.

  1. Definitions

For the purposes hereof, the words hereafter are defined as follows:

Account: Means an internal reference allowing the Issuer (i) to identify in its records each transaction involving the purchase, use and reimbursement of Electronic Money carried out on behalf of a User, and (ii) to determine the amount of Electronic Money available to the User at any time. The Account may under no circumstances be compared to a deposit account, a current account or a payment account.

Banks: Credit institutions that hold funds collected by the Issuer corresponding to the Electronic Money in circulation. The institutions selected are currently Barclays, Crédit Mutuel Arkéa and ING Luxembourg. The Issuer reserves the right to select any other credit institution based in a European Union Member State or in a State party to the agreement on the European Economic Area. The current list of the selected credit institutions is available upon request at MANGOPAY S.A.

Business Day: Means between the hours of 9am and 7pm on any calendar day, apart from Saturdays, Sundays and public holidays, in France, Luxembourg and in the host country indicated in the Special Conditions, on which the payment infrastructures of all these countries and the Banks are open for business.

Card: The bank, payment or credit card used by the User to pay to the Issuer the purchase price of the Electronic Money. This card belongs to one of the following networks: Visa, MasterCard, CB, Amex.

Distributor: Means the entity whose contact information is stated in the Special Conditions and who operates the Website. The Distributor prepares, facilitates and advises its customers, for the purpose of 2

 

concluding the Framework Contract through the Website. It assists the customers for the duration of their relationship with the Issuer within the context of carrying out Payment Transactions, including Purchases and Reimbursements of Electronic Money. To this end, the Distributor provides each User with a dedicated user service for Payment Transactions carried out hereunder. The Distributor does not collect funds apart from those agreed in the Financial Conditions.

Electronic Money: Means the monetary value available at any given time that represents a debt payable by the Issuer to the User. Electronic Money is issued by the Issuer in exchange for the User’s delivery of the corresponding funds and constitutes a means of payment exclusively accepted by the Recipients. The Issuer stores the Electronic Money on its server in an Account opened for this purpose.

Financial Conditions: Means the document comprising all the fees paid by the User for the purchase, use and management of Electronic Money, as provided in the Special Conditions of Use.

Framework Contract: Means the General Conditions for the Use of Electronic Money and the Special Conditions for the Use of Electronic Money.

General Conditions of Use of Electronic Money: Means the present document.

General Conditions of the Website: Means the general conditions of use of the Website concluded between the User acting as a customer of the Website and the Distributor, including those conditions governing access to the Website.

Issuer: Means MANGOPAY SA, an issuer of Electronic Money licensed in Luxembourg by the Financial Sector Supervisory Commission under reference n°3812 and entitled to conduct business in the host country indicated in the Special Conditions. The Issuer is on the list of electronic money institutions available at http://supervisedentities.cssf.lu/index.html?language=fr#Home.

Login: Means the data required for the Issuer to identify a User in order to carry out a Payment Transaction, consisting of a user name (valid email address).

Order: Means the instruction given by the User to the Issuer in accordance with the procedure specified in the Framework Contract, for the purpose of carrying out a Payment Transaction and/or Reimbursement.

Payment Page: Means the secure page provided by the Issuer’s electronic banking provider.

Payment Transaction: Means the transfer of Electronic Money to the User’s designated Recipient on the Website.

Recipient: Means the recipient of Electronic Money, being any natural or legal person acting on their own behalf, selected by the User from among the clients of the Website, who receives Electronic Money as part of a Payment Transaction. Any Recipient can also become a User upon acceptance of the Framework Contract, subject to the Issuer’s prior approval. In certain cases, the Recipient may also be the Distributor, in accordance with the Special Conditions.

Reimbursement: Means the transfer by the Issuer upon an Order from the User, of cashless payments corresponding to all or part of the available Electronic Money held by him/her, less any costs due.

Special Conditions of Use of Electronic Money: Means the form to be filled out by the User on the Website containing his/her personal data and the applicable Financial Conditions for Electronic Money.

User: Any natural or legal person acting on their own behalf and holding Electronic Money registered in an Account opened in their name, in order to carry out one or more Payment Transactions.

Website: Means the website operated by the Distributor with the aim of selling goods or services to 3

 

Users or to establish links between Recipients and Users. The address of the relevant Website is indicated in the Special Conditions.

  1. Purpose

These General Conditions of Use of Electronic Money set out the conditions under which the Issuer will provide You with a means to pay the Recipients that you choose through the Website.

The proposed means of payment must be consistently prepaid by the User and will not be subject to any advance, credit or discount. It is based on the Electronic Money issued and managed by the Issuer.

The Issuer has authorised the Distributor to offer this means of payment to customers of the Website, to facilitate the conclusion thereof and to assist the Users for the duration of their relationship with the Issuer.

These General and Special Conditions of Use of Electronic Money constitute the whole Framework Contract entered into between the Parties regarding the issue, use and management of the Electronic Money issued by the Issuer. The User can, at all times and without any supplemental fees, obtain a copy of these documents on the Website. Only the Framework Contract shall be valid in case of any dispute between the parties.

  1. User Registration

3.1 Necessary preconditions for User registration

Any natural person of at least 18 (eighteen) years of age, with capacity to enter into legally binding contracts, as well as any legal person, resident of or registered in a European Union Member State or in a State party to the agreement on the European Economic Area or an equivalent third country that imposes the equivalent requirements regarding money laundering and the financing of terrorism, can request to open an Account, provided that they are a customer of the Website.

The User, a natural person, will be deemed to be acting exclusively for non-professional purposes.

3.2 Registration procedure and procedure for opening an Account

You must provide the Distributor with:

 _your surname, name, email address, date of birth and nationality (for natural persons); or

 _the name, corporate form, capital, head office address, business description, identities of associates and executives, as well as a list of beneficial owners as defined by the regulations (for legal persons),

 

if the Distributor is not already in possession of this information.

You must indicate a Login, consisting of a User name and a password, or connect via your Facebook account. You are solely responsible for the use of your Login and maintaining the confidentiality of your Login. You agree not to use the Account, name or Login of another User at any time, or to disclose Your Login to a third party.

You must protect the secrecy of your Login and password at all times and never disclose it to another person. You must take reasonable steps to keep Your Login and password safe and prevent fraudulent use of Your Account. For example, You should keep information relating to Your Account in a safe place, You should not write down your Login and password and You should take care to ensure that other people do not oversee or hear you using your Login and password.

You agree to immediately inform the Distributor in the event that You suspect any unauthorised use of 4

 

Your Account or Login.

The Issue reserves the right to immediately suspend or withdraw Your right to make Payment Transactions where: the Issuer has reasonable grounds to believe that there may be a breach in the security of your Account, the Issuer suspects unauthorised or fraudulent use of Your Account or the Issuer is required by law. If the Issuer decides to take such action, the Issuer will notify You in advance, except where this is not possible, in which case the Issuer will inform You at the earliest opportunity. The Issuer will not inform You if it would compromise its reasonable security measures or is otherwise unlawful. If the reasons for the Issuer’s actions cease to exist, the Issuer will reinstate Your Account or issue You with new account details as soon as practicable.

After carefully reading the Framework Contract, You must accept it in accordance with the terms specified on the Website and must provide all information and relevant documents requested by the Distributor. By accepting the terms of the Framework Contract, You agree that the Distributor may transmit Your application to register as a User to the Issuer, together with all supporting documents received.

Only the Issuer can accept the Your registration as a User and open an Account in Your name. The Distributor will notify You if the Issuer accepts Your registration in accordance with the terms specified on the Website.

The Issuer may, without stating reasons and with no right to compensation to You, refuse an application to register as a User and to open an Account. You will be notified of this refusal by the Distributor in accordance with the terms specified on the Website.

In addition, the Issuer reserves the right to ask You, before any registration and at any point in the duration of the Framework Contract, for supplementary information and identification data for the purposes of identity checks, as well as any supporting documents that the Issuer may deem necessary.

You confirm upon submission of Your request to register to the Distributor and throughout the duration of the Framework Contract that:

(a) (if You are a natural person) You are at least 18 (eighteen) years old;

(b) You are legally competent to enter into this agreement;

(c) You are acting on your own behalf and not for any other person; and

(d) all information that You provided during registration is true, accurate and up-to-date.

 

3.3 Account use limitations

At the Issuer’s discretion, a User who has not provided all the required documents as listed below may be expressly authorised by the Issuer to use his/her Account for the purchase of goods or services up to a limit of 2,500 Euros of Electronic Money held by a User within the same year, provided that this Electronic Money has not been subject to requests for reimbursement exceeding 1,000 Euros per year.

Upon receipt of all the documents listed below and provided that they are deemed satisfactory by the Issuer, the User may initiate reimbursements exceeding 1,000 Euros per year and hold an amount of Electronic Money exceeding 2,500 Euros per year. These Reimbursements will only be granted if the purchase or Reimbursement of Electronic Money is carried out to or from an account opened in the User’s name with a payment services provider established in a European Union Member State or in a state party to the agreement on the European Economic Area or in a third country that imposes equivalent requirements regarding money laundering and the financing of terrorism. 5

 

The documents required for any User who is a natural person in accordance with the above are as follows:

– A copy of an official and valid identity document1

– And, on request, a proof of residence which is less than 3 months old.

 

1 Inside the EEA : passport, national identity card, driving licence, resident permit from third-country nationals in the European Union Outside the EEA: passport is compulsory, driving licence for USA and Canada accepted

The documents required for any User who is a legal person in accordance with the above are as follows:

– An original or copy of an extract of the official register, less than three months old and stating the name, legal form, head office address and the identities of associates and executives;

– A certified copy of the statutes and any decisions appointing the legal representative

– a copy of the legal representative’s identity document1

It is expressly provided that the Issuer retains the right to request at any time additional documents regarding the User, the Recipient, the beneficial owner or any Payment Transaction or Reimbursement.

 

The Recipient is considered to be the recipient of the funds that have been transmitted by the User. Where appropriate, the Recipient agrees to provide his/her email address, date of birth and nationality, as well as the postal address of the person to whom the Recipient will pay the funds.

3.4 Communication between us

The Issuer will contact You using the contact details You provided when You opened Your Account, or any updated contact details You have provided to the Issuer. It is Your responsibility to update the Issuer with any new contact information, including a change in address. The Issuer will send any correspondence to most recent email address or postal address You have provided to the Issuer for Your Account. You must advise the Issuer promptly of any change to Your contact details in the interests of security (including name or address) and provide appropriate supporting evidence required by the Issuer.

You can contact the Issuer by telephone call to the customer service department of the Distributor at the number indicated in the Special Conditions. All contact should initially be directed through the Distributor. If You wish to contact the Issuer directly, please email legal@mangopay.com

  1. Operation of the Account

4.1 Purchase of Electronic Money

 

Electronic Money can be purchased by Card (or any other means accepted by the Issuer), in one or more instalments.

To carry out such a transaction, You must Login to the Website and place a money transfer order via the dedicated Payment Page. For any payment, You may be asked to enter a single-use code on the Payment Page, which You will receive on Your mobile phone. By using the Payment Page and, where applicable, entering the single-use code, You are giving Your consent to the Payment Transaction.

The Issuer may refuse any payment at its sole discretion and without giving rise to any right to compensation. The transaction is carried out by Your Card issuer. Any dispute concerning such transfer 6

 

must be notified to Your Card issuer. The Issuer is not entitled to cancel such a transfer. Notwithstanding the foregoing, You may receive a Reimbursement of Electronic Money in accordance with article 4.4.

The registration of Electronic Money in the User’s name is subject to the actual receipt of funds by the Issuer less the costs agreed in the Financial Conditions.

In the event that the transfer of funds is cancelled by the Card issuer following a dispute, for whatever reason, the Issuer may, upon receipt of the information, suspend or cancel any Payment Transaction, close the Account concerned, debit, at any time, the Account for the amount of Electronic Money corresponding to the funds of the cancelled transfer and recover the amount due from the User by any means.

4.2 Functioning of the Account

The Electronic Money is stored for an indefinite duration on the User’s Account by the Issuer under the agreed Financial Conditions.

The Electronic Money purchased is credited to the User’s Account, following the receipt of the funds transferred by Card (or any other means accepted by the Issuer). The amount to be credited is equal to such funds less the corresponding costs as provided in the Financial Conditions.

Upon the User’s Order, the Electronic Money corresponding to the amount of the Payment Transaction or Reimbursement is debited from its Account and the related costs, as provided in the Financial Conditions.

The Issuer is entitled, at any time, to reimburse an amount of available Electronic Money on the Account equal to the charges due and payable, as provided in the Financial Conditions.

 

The amount of Electronic Money available on the Account is automatically adjusted based on the Orders transmitted to the Issuer (or in the process of being transmitted), the Electronic Money issued, any charges due and payable and any cancellation of one of the aforementioned transactions hereunder.

4.3 The use of Electronic Money to carry out a payment Transaction

 

Before transmitting an Order, the User must be sure to have a sufficient amount of Electronic Money available to cover the Payment Transaction amount and the related costs as agreed in the Financial Conditions.

Where appropriate, the User must acquire a sufficient amount of Electronic Money in accordance with article 4.1 before an Order can be legitimately transmitted to the Issuer for execution. The Electronic Money may be issued and stored by the User, provided that the corresponding funds are duly received by the Issuer. The Electronic Money may in no way be issued on the basis of a credit granted to the User.

As such, if the amount of available Electronic Money, at the date of execution of the Order by the Issuer, is lower than the amount of the Payment Transaction (fees included), the Order is automatically refused by the Issuer. The information about this refusal is made available to the User on the Website. This refusal may give rise to additional fees in accordance with the Financial Conditions.

The transmission terms of an Order by the User are as follows:

When carrying out a Payment Transaction, the User logs on to the Website by entering his/her Login and password or by connecting through his/her Facebook account. The User completes the relevant form on the Payment Page and, where appropriate, provides the supporting documents requested by the Issuer. The form should include the following components: the Payment Transaction amount; the currency, which may only be the currency of the Electronic Money; the details required to identify the Recipient; the date of execution of the Order; and any other required information. The User then gives his/her 7

 

consent to the Order and the Order becomes irrevocable when the User clicks on the validation tab on the form. The User then receives a confirmation email on a date referred as the ‘Date of Receipt’.

In certain cases, the User may fill in a single form containing the purchase of Electronic Money as provided in article 4.1 and an Order in compliance with the previous paragraph.

Execution of the Order

 

The Electronic Money is debited from the User Account to be credited to the Recipient Account, following the User instructions. As such, the Recipient may open an Account in accordance with article 3.2 in order to receive the Electronic Money if he/she is not already a User. Where appropriate, the funds corresponding to the Electronic Money transferred to the Recipient can be directly reimbursed to a bank account or a payment account opened in the name of the Recipient upon the receipt by the Issuer of the relevant account details. For this purpose, the Recipient must provide the IBAN number and SWIFT code of his/her bank or payment account as well as his/her address. This account must be opened by a bank or a payment institution, based in a European Union Member State or in a State party to the agreement on the European Economic Area.

It is agreed between the Parties that the Payment Transaction will be executed, at the latest, on the next Business Day following the Date of Receipt if the Recipient has an Account. If the Recipient does not have an Account, the Payment Transaction will be executed as soon as an Account is opened or on the date the Issuer receives the bank or payment account details of the Recipient to whom the funds are due.

If the Date of Receipt is not a Business Day, the Issuer will be deemed to have received the Order on the following Business Day.

4.4 Transmission and execution of an Order for Reimbursement

When the User wishes to transmit an Order for Reimbursement, the User identifies him/herself on the Website by indicating his/her Login and password or by connecting through his/her Facebook account. The User completes the relevant form on the Payment Page and, where appropriate, provides the supporting documents requested by the Issuer. The form must contain the following components: the Reimbursement amount, the currency, which may only be the currency of the Electronic Money, the date of execution of the Order and any other required information. The User then gives his/her consent to the Order and the Order becomes irrevocable when the User clicks on the validation tab on the form. The User then receives a confirmation email on a date referred as the ‘Date of Receipt’.

The Reimbursement of electronic money purchased by Card by a User will occur by crediting the Card used by the User to purchase such Electronic Money.

Where applicable, the Reimbursement will be carried out by money transfer to the bank account or payment account of the User (using the details for the relevant bank account or payment account already provided by the User to the Issuer (‘Date of Notification’). It is agreed between the Parties that the Reimbursement will be carried out, at the latest, on the next Business Days following the Date of Receipt or the Date of Notification as appropriate.

If the Date of Receipt is not a Business Day, the Issuer will be deemed to have received the Order on the following Business Day.

4.5 Withdrawal of an Order

An Order may not be withdrawn by the User after the date on which it is deemed irrevocable as indicated above. 8

 

  1. Login objection, Transaction dispute and Reporting

5.1 Login objection

The User must inform the Distributor of the loss or theft of his/her Login, or misuse or unauthorised use of his/her Login or data as soon as he/she becomes aware of this fact in order to request that the Login be blocked. Such a declaration should be made:

– by telephone call to the customer service of the Distributor at the number indicated in the Special Conditions;

or

– directly by email through the contact form available on the Website.

On receipt of the notification, the Issuer, through the Distributor, will immediately block Your Account. The event will be recorded and time stamped. A time stamped objection number will be communicated to the User. A written confirmation that Your Account has been blocked will be sent to You by the Distributor by email. The Issuer is responsible for the file at an administrative level and retains all the data for 18 (eighteen) months. Upon written request by the User and before expiration of such a deadline, the Issuer will communicate a copy of this objection.

The Issuer and Distributor shall not be held liable for the consequences of any request to block Your account that is made by a person who is not the User.

An objection request is deemed to be made at the date and hour of its actual receipt by the Distributor. In case of theft or fraudulent use of the Login, the Issuer is entitled to request, through the Distributor, [a receipt or a copy of the complaint][information about the circumstances leading to the alleged theft or fraudulent use from the User who undertakes to respond as soon as possible.

5.2 Transaction Dispute

For any claim concerning Payment Transactions or Reimbursements executed hereunder by the Issuer, the User is advised to consult the customer service department of the Distributor or the address indicated for this purpose in the General Conditions of the Website.

If You notify the Issuer that the Issuer has incorrectly executed an Order, the Issuer will refund the amount of the incorrectly executed Payment Transaction and the Account will be restored to its former state before the receipt of the Order without undue delay. The Order is then resubmitted correctly.

A User who wishes to dispute a Payment Transaction not authorised by him/her shall contact the customer service department of the Distributor by telephone (contact details shown on the Website) as soon as possible after becoming aware of the anomaly and within 13 months of the date of the Account registering the Payment Transaction. After validation of the legitimacy of the request, the Issuer will immediately arrange for the refund of the amount of the unauthorised Payment Transaction and restore the Account to the amount it would contain if the disputed transaction had never been executed, including any interest and related charges.

In the event of loss or theft of Your security information (Login and password), or where You have failed to keep your security information safe, You may be responsible for unauthorised transactions carried out before notification of the dispute, up to a maximum of 50£. However, You may be responsible for a greater amount if You have acted fraudulently, have not used your Account in accordance with the Framework Contract or otherwise through Your fault. Except where You have acted fraudulently, You will not be responsible for any losses incurred in respect of unauthorised Payment 9

 

Transactions arising after you have notified the Issuer of the lost, theft, misappropriation or authorised use of your Account details.

The User may dispute an authorised transaction whose exact amount is undefined or those whose final amount is not that which he/she could have reasonably expected taking into account his/her profile, previous expenditures and the Framework Contract conditions. This request must be submitted to the Issuer within 8 weeks of the execution of the Order on the Account. The Issuer must reimburse the User within a period of 10 Business Days after receipt of the request, if the latter proves justified, taking into account applicable laws, and whether the request consists of all the components necessary for examination by the Issuer. The Issuer reserves the right to refuse such a reimbursement, which will be explained and notified to the User. The latter will provide the necessary information in order to determine the circumstances of the Payment Transaction. The Issuer reserves the right not to reimburse the fees resulting from the Payment Transactions concerned. The fees indicated in the Special Conditions may be collected in the case of a non-justified Payment Transaction dispute.

5.3 Reporting

The User may access, at any time, on its personal page on the Website, the indicative amount of Electronic Money available on his/her Account.

The User has, on his/her personal page on the Website, a statement of Payment Transactions carried out on the Account. The User is advised to pay careful attention to the list of these Transactions.

The Issuer shall make available to the User upon written request a monthly statement of the Account, covering the 13 previous months.

  1. Amendment of the Contract

The Issuer reserves the right, at any time, to amend the General Conditions of Use of Electronic Money. Such amendments will be sent by email to all Users at least two (2) months’ before they take effect.

If You are not happy with any amendments that the Issuer plans to make to the General Conditions of Use of Electronic Money, You can terminate the General Conditions of Use of Electronic Money immediately and without paying a charge. If You do not end the General Conditions of Use of Electronic Money before the proposed amendments take effect, the Issuer will consider that You have agreed to the amendments. The relationship between the Parties after the date the amendments come into force shall be governed by the new version of the General Conditions of Use of Electronic Money.

It is therefore important that the User reads his/her emails and regularly reads the General Conditions of Use of Electronic Money available on the Website at any time.

  1. Security

The Issuer undertakes to provide its services in accordance with the applicable and professional laws and regulations. In particular, the Issuer will make every effort to ensure the security and confidentiality of the User’s data, in compliance with current regulations in force.

The Issuer reserves the right to temporarily suspend access to the Account on line for technical, security or maintenance reasons, without these operations being eligible for any compensation. The Issuer will limit this type of interruption to a necessary minimum.

The Issuer cannot, however, be held liable to the User for possible errors, omissions, interruptions or delays produced by the Website resulting in an unauthorised access to the latter. Nor can the Issuer be held liable for thefts, destruction or unauthorised communications of data arising from unauthorised access to the Website. In addition, the Issuer will not be involved in the existing legal relationship 10

 

between the User and the Recipient of the Payment Transaction. The Issuer cannot be held liable for faults, wilful default or negligence of the User or Recipient towards each other.

The Distributor is solely responsible for the security and confidentiality of the data exchanged within the framework of the use of the Website, in accordance with the General Conditions of the Website. The Issuer is responsible for the security and confidentiality of the data that it exchanges with the User within the context of these General Conditions of Use of Electronic Money in respect of the creation and management of the Account, as well as the Payment Transactions associated with the Account.

  1. Limitation of Issuer liability

The Issuer will not intervene in any way in the legal and commercial relationships and any litigation arising between the Recipient and the User. The Issuer has no control over the compliance, security, legality, characteristics and appropriateness of the products subject to a Payment Transaction. In this respect, it is up to the User to obtain all useful information before proceeding to the purchase of a product or service, the collection of funds or any other transaction, in full knowledge of all the considerations involved. Any transaction carried out by the User gives rise to a contract directly formed between him/her and the Recipient(s) with whom the Issuer has no contact. The Issuer cannot, under any circumstances, be held liable for the non-performance or poor execution of obligations that may result, or possible damages caused to the User in this respect.

If the Issuer fails to comply with the Framework Contact, the Issuer is responsible for any loss or damage You suffer that is a foreseeable result of the Issuer breaching this contract or failing to use reasonable care and skill when providing its services under the Framework Contract, but the Issuer is not responsible for any loss or damage that is not foreseeable or which is not caused by its failures. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both the Issuer and You knew it might happen.

You acknowledge and agree that the Issuer will not be responsible to You for any loss or damage You suffer in connection with the use of the Issuer’s service where such loss or damage is caused by Your acts or omissions or by those of a third party including, but not limited to:

(a) Your failure to provide the Issuer with accurate, complete and up to date information; or

(b) You losing or allowing third parties to gain access to your Login and password.

 

The Issuer will take reasonable care to ensure that any data it holds in relation to You and Your Accounts is secure. However, You acknowledge and agree that a service provided via the internet cannot be completely secure and the Issuer will only be responsible to You for loss or damage to Your data to the extent that it is caused by the Issuer’s failure to take such reasonable care.

Whilst the Issuer will use its reasonable efforts to make sure that its service is available to You when You want to use it, the Issuer makes no promise or guarantee that its service will be uninterrupted or error free and the Issuer will not be responsible to You for such errors or interruptions.

The Issue will not be responsible to You for any loss of profit, loss of business, business interruption or loss of business opportunity.

  1. User Commitments

The User guarantees that no part of its profile on the Website will harm the rights of third parties or is contrary to the law, to public order or to accepted principles of morality.

The User undertakes not to:

– Execute the Framework Contract in an illegal manner or in conditions that are likely to damage, deactivate, overload or impair the Website;

11

 

 

– Assume the identity of another person or entity, falsify or conceal his/her identity or age, or create any false identity; or

– Disseminate personal data or information concerning a third party, such as postal addresses, telephone numbers, email addresses, bank card numbers etc.

 

In the event of User default, the Issuer reserves the right to take any appropriate measures in order to stop the relevant actions. The Issuer will also be entitled to suspend and/or block access to the Account.

  1. Duration and Termination

The Framework Contract is concluded for an unlimited period. It is applicable from the date of receipt by the User of the email from the [Issuer] confirming his/her registration with the [Issue].

The User can terminate the Framework Contract at any time on 30 (thirty) calendar days’ advance notice to the Issuer. The Issuer can terminate the Framework Contract at any time on two months’ advance notice to the User.

Such termination shall also constitute the termination of the entire Framework Contract and consequently the closure of the Account.

To terminate the Framework Contract, the terminating Party shall transmit a notice of termination to the other Party by registered letter with proof of delivery to the postal address indicated in the Special Conditions.

The User shall indicate his/her bank or payment account details in the termination letter enabling the Issuer to reimburse him/her with the available Electronic Money. In the absence of such information, the Issuer shall follow the Reimbursement instructions entailing the Reimbursement by credit to the Card used for the purchase of Electronic Money. The Issuer has no further obligations after having confirmed with the User the transfer to the bank account indicated or the credit to the Card of the amount of the Electronic Money.

In the event of gross default, fraud or lack of payment on the part of the User, the Issuer reserves the right, without cause or prior notice, to suspend or terminate these conditions by sending an email accompanied by a registered letter with proof of delivery.

In the event that a successor to the Issuer is nominated to issue the Electronic Money distributed on the Website, it is the responsibility of the Distributor to obtain the User’s express written consent to this change, about the amount of Electronic Money available and to indicate the arrangements for the transfer of funds corresponding to the available Electronic Money to the Issuer.

It is envisaged that the Framework Contract will be automatically terminated in the event of new circumstances affecting the ability of one Party to commit to these conditions.

  1. Right of Cancellation

The User has a period of 14 (fourteen) calendar days to cancel the Framework Contract, without having to either justify any reason or sustain any penalty. This deadline for cancellation shall start from the day of the User’s registration.

The User must notify its decision to cancel within the prescribed deadline to the Distributor’s customer service department by telephone or email and send a letter of confirmation to the address of the customer service department of the Distributor. In respect of the exercise of a right of withdrawal by the User, the Framework Contract will be cancelled without any fees charged to the User.

 

In the event that a User has already benefited from the service and is in possession of Electronic Money at the date of the withdrawal, he/she must transmit his/her bank account details to the Distributor in 12

 

order to allow the Issuer to reimburse the User with Electronic Money.

  1. Anti-money laundering and terrorism financing

The Issuer is subject to applicable legislation regarding the combating of money laundering and the financing of terrorism. As a result, the Issuer must obtain information from any User, for any transaction or business relationship, of the origin, purpose and destination of a transaction or opening of an Account. In addition, the Issuer must take all the steps necessary to identify the User and, where appropriate, the Recipient owner of the Account and/or any Payment Transactions linked to the Account.

The User recognises that the Issuer can, at any time, stop or delay the use of a Login, access to an Account or the execution of a Payment Transaction or a Reimbursement in the absence of sufficient information pertaining to its purpose or nature. He/she is informed that a transaction carried out within the framework of these conditions may be subject to the national financial intelligence unit’s right to disclosure.

The User can, in accordance with the legislation, access all of the information disclosed, provided this right to access does not undermine the purpose of the fight against money laundering and terrorism financing of terrorism, where this data concerns the applicant.

No prosecutions or civil liability actions can be brought or any professional sanction taken against the Issuer, its managers or employees who have reported their suspicions in good faith to the national authority.

  1. Personal data and professional secrecy

The User’s personal data provided in connection with the opening of the Account, is used by the Issuer for the purposes of managing his/her Account, Payment Transactions and Reimbursements.

The User agrees that his/her contact details and personal information obtained by the Issuer in connection with the Framework Contract may be transmitted to operational providers, with whom the Issuer has a contractual relationship, with the sole purpose of executing Payment Transactions and providing the services under the Framework Contract, provided that these third party recipients of personal data are subject to regulations guaranteeing a sufficient level of protection. The list of the third party recipients of the User’s data is available upon request from the Issuer’s compliance manager at the following address: legal@mangopay.com. This information is stored by the Issuer or by any company authorised to do so in accordance with legal and regulatory rules.

The User will be informed prior to any transfer of his/her personal data outside the European Union. In such a case, the Issuer undertakes to respect the regulations in force and to put in place any measure necessary in order to guarantee the security and confidentiality of data transferred in such a way.

Certain information collected and held by the Issuer thereunder may give rise to the rights of access and correction. Any User may, at any time, obtain a copy of the information pertaining to him/her upon request addressed to the Issuer’s customer correspondent at the following address: legal@mangopay.com. He/she may request the deletion or correction of this information by letter to the Issuer at the address found at the beginning of this document. The User may, at any time, object to receiving commercial solicitations, amend his/her contact details or object to their disclosure by sending a notification by registered mail or e-mail to the customer service address of the Issuer.

The Issuer will store the personal information and data for a maximum legal or regulatory period applicable depending on the purpose of each type of data processing.

The conditions for the collection, possession and access to personal data obtained by the Distributor and under his/her responsibility in terms of accessing the Website, are governed by the General Conditions 13

 

of the Website as well as the privacy policy, which is available on the Website.

  1. Inactive Accounts

Any Account that is inactive for a period of 12 (twelve) months will receive a notification of inactivity by email from the Issuer followed by a reminder a month later.

If there is no response or use of available Electronic Money within this period, or in the event of the death of the User, the Issuer may close the Account and keep it active for the sole purpose of the Reimbursement of Electronic Money. The right of Reimbursement may be subject to time limits pursuant to the law of the residence of the User, with such time limits starting from the last transaction on the Account. In the event of death, the Electronic Money can only be reimbursed to the User’s assignee.

An Account that has been closed will not permit the further use of Electronic Money.

  1. Events Outside The Control of a Party

Neither Party will be liable or responsible for any failure to perform, or delay in performance of, any of their obligations under the Framework Contract that is caused by an Event Outside The Control of a Party.

An Event Outside The Control means any act or event beyond a Party’s reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.

  1. Independence of contractual provisions

If any of the provisions of the Framework Contract is held invalid or unenforceable, it shall be deemed deleted and will not invalidate the other provisions.

If one or more of the provisions of the Framework Contract lapses or is declared as such under any law or regulation or following a final decision of a court of competent jurisdiction, the other provisions will retain their binding force and scope. The provisions considered null and invalid would then be replaced by provisions closest in scope and meaning to those initially agreed.

  1. Protection of funds

The collected funds are protected against any claims from other creditors of the Issuer, including in the event of enforcement proceedings or insolvency proceedings against the institution.

The User’s funds are deposited at the end of each Business Day into an account opened with a Bank and are ring fenced by the Bank.

  1. Non-transferability

The Framework Contract cannot be subject to a complete or partial transfer by the User, whether against payment or free of charge. It is therefore forbidden to transfer to a third party any rights or obligations that the User owns hereunder. In the event of breach of this prohibition, in addition to the immediate termination hereof, the User may be held liable by the Issuer.

  1. Fees 14

 

The services offered hereunder are charged by the Distributor on its behalf and on the behalf of the Issuer in accordance with the Financial Conditions.

The Fees due by a User to the Issuer may be paid with available Electronic Money (stored on the User Account) reimbursed at the Issuer sole discretion.

  1. Agreement of proof

All data held in a permanent, reliable and secure manner in the computer database of the Issuer relating, in particular, to Orders and confirmations received by the User, notices sent, access, withdrawal and Reimbursement will prevail between the parties until proven otherwise.

  1. Complaints and arbitration

The User is invited to send any complaint to the customer relations service indicated in the Special Conditions and on the Website.

Any complaint other than as provided in article 5.2 concerning the conclusion, execution or termination of the Framework Contract and services for the issue and management of Electronic Money shall be notified by email (and without any failure or undeliverable messages) to the following address: legal@mangopay.com

If the User believes that the response provided is unsatisfactory, or in the absence of a response within one month after sending the email, he/she may refer the complaint to the Luxembourg Financial Sector Supervisory Commission by post at 283 route d’Arlon L-1150 Luxembourg or by email: direction@cssf.lu.

  1. Applicable law and competent jurisdiction

The Framework Contract is governed by the laws of England and Wales. You and the Issue agree to submit to the non-exclusive jurisdiction of the English courts. However, if You are a resident outside England, You may also bring proceedings in Your local courts.