General Conditions of Sale and Use

These General Terms and Conditions of Sale and Use (GTC) constitute, in accordance with Article L 441-1 of the Commercial Code, the sole basis of the commercial relationship between PAYTWEAK and the MERCHANT (hereinafter referred to as the PARTIES).
Their purpose is to define the conditions under which PAYTWEAK, through its SERVICE, provides the MERCHANT with a SERVICE, in the form of a license, via the internet or APIs.

2.1. PRIOR TO REGISTRATION TO THE SERVICE

Our SERVICE is exclusively intended for professionals, including but not limited to: SMEs, micro-enterprises, medium-sized enterprises, limited liability companies, associations, government agencies, merchants, artisans, self-employed individuals, etc.

In order to subscribe to the SERVICE as a subscription, the MERCHANT declares that they have a contract with a FINANCIAL INSTITUTION allowing them to collect online payments, via the internet, for their own account.

2.2 KYC - AML/CFT - LEGAL & REGULATORY OBLIGATIONS

In accordance with the provisions of articles L.561-2 and following of the Monetary and Financial Code relating to the participation of financial institutions in the fight against money laundering and the financing of terrorist activities, the FINANCIAL INSTITUTION and PAYTWEAK have certain obligations. They must, in particular, carry out all necessary due diligence to identify the MERCHANT and the ultimate beneficiary of the SERVICE.

The MERCHANT acknowledges that PAYTWEAK and the FINANCIAL INSTITUTION may implement monitoring systems to combat money laundering and the financing of terrorist activities.

The MERCHANT is informed that an operation carried out under these terms may be reported to the national financial intelligence unit (TRACFIN). Thus, no legal action based on Articles 226-13 and 226-14 of the Penal Code or any civil liability action can be taken, and no professional sanction can be imposed, against PAYTWEAK, its directors, or employees who have made in good faith the declarations mentioned in Articles L-561-15 and following of the Monetary and Financial Code.

To comply with regulatory due diligence, the MERCHANT will provide, upon request by PAYTWEAK, any necessary supporting documents for their identification, including but not limited to:

• Kbis extract or SIRET, Insee registration issued within the last 3 months
• Copy of the front/back of the identity document of the Manager or the legal representative
• Business postal address
• Nationality

• Bank Identification Statement from a financial institution located within the national territory, consistent with the MERCHANT's identity.

Failure to provide these documents within 48 hours after their request may result in the suspension of the service and all ongoing collections until receipt, processing, and validation.

The MERCHANT agrees to comply with these General Terms and Conditions of Use, as well as all legal and/or regulatory provisions that apply to them.

The MERCHANT undertakes not to use the SERVICE to facilitate the payment of products that are contrary to public order, prohibited by law, of a pornographic nature, related to terrorism, gambling or lotteries, inciting discrimination or hatred, inciting the commission of an offense or crime, or contrary to respect for copyright and intellectual property.

2.3 REGISTRATION

The MERCHANT undertakes to provide reliable, accurate, complete, and truthful information at the time of creating their account. If this information changes during the use of the SERVICE, they undertake to communicate it without delay.

PAYTWEAK reserves the right to refuse any registration, delete, or revoke any created account that does not comply with these terms and/or whose information is deemed incomplete or unreliable, without having to provide justification.

Registration for the SERVICE must never be done by the MERCHANT on behalf of a third party or to collect funds on behalf of a third party.

Unless authorized by law, registration and use of the SERVICE for the purpose of collecting funds on behalf of third parties is strictly prohibited.

3.1 DESCRIPTION OF THE SERVICE

The SERVICE provides the MERCHANT with a technology that enables secure redirection of BUYERS to the payment pages of their FINANCIAL INSTITUTION for secure online payments and/or secure bank transfer orders.

The SERVICE provides, without limitation, an interface that lists completed and pending payments. It also includes an interface that consolidates the MERCHANT's contacts created or imported within the SERVICE. The SERVICE offers a schedule that allows for visualization of scheduled, pending, delayed, and completed payments.

The SERVICE allows access to the MERCHANT's account and their SERVICE DATA by USERS that the MERCHANT can create. The use of the SERVICE must be carried out in a reasonable and normal manner.

3.2 OBLIGATIONS OF THE MERCHANT and its USERS

The MERCHANT is solely responsible for the products and services they sell, even if they use PAYTWEAK to facilitate their payment. Furthermore, the MERCHANT is and remains fully responsible for:

• Their business relationship with the BUYER.
• The technical configuration of their account within the SERVICE and/or any incompatibility between the SERVICES if the MERCHANT has configured their account themselves.
• The use made of the SERVICE by themselves and/or their USERS.
• The incompatibility of the services among themselves in case of incorrect technical configuration.
• The misuse of the payment link generated via the SERVICE by their USERS.
• Providing internet access enabling the use of the SERVICE by themselves and/or their USERS.
• Any fraudulent use of the SERVICE resulting from the disclosure, loss, or theft of their access codes.
• The adequacy and functioning of the MERCHANT's computer equipment when performing an operation to connect to the network or the SERVICE's SITE.

3.3 EXCEEDING ALLOCATED RESOURCES

Paytweak provides a technical infrastructure on the SITE with shared resources among different MERCHANTS. Allocated resources refer to the result of the following calculation:

Capacity of the infrastructure divided by the number of MERCHANTS it accommodates.

If the usage or resource needs of a particular MERCHANT were to exceed the allocated resources, disrupt the mutualization of the service or its functioning, PAYTWEAK may require the MERCHANT's account to be migrated to a dedicated platform. This change would be proposed to the MERCHANT in the form of a quote. In case of refusal to migrate by the MERCHANT, PAYTWEAK may invoke the termination of the SERVICE in accordance with Article 4.2 herein. In such a case, any amount paid by the MERCHANT would be refunded on a pro-rata basis for the remaining period.

3.4 SUBSCRIPTIONS and OPTIONS

Paytweak offers various subscriptions and services that the MERCHANT can freely subscribe to, without commitment, for periods ranging from one (1) month to one (1) year. Subscription to the service is subject to payment of the price indicated at the time of subscription. The MERCHANT has the option to switch to a subscription with enhanced features or higher transaction limits during an ongoing subscription. Subscription invoices are due upon receipt.

The subscription taken out online by credit card or SEPA direct debit is automatically renewed unless terminated by the MERCHANT.

3.4a - PRICES OF SUBSCRIPTIONS and OPTIONS

The price of the subscription and options remains valid without variation or increase throughout the subscribed period. In the event of a price increase during a subscription, the new price would only apply from a possible renewal.

The prices excluding taxes applicable to the subscriptions are indicated on the SITE on the offers and pricing page, whose URL is https://www.paytweak.com/pricing.

3.4b - DEFAULT OF PAYMENT

Without prejudice to any damages and interests, the MERCHANT's failure to pay an invoice by its due date shall automatically result in:
• The application of late payment interest equal to three times the legal interest rate, without prior notice, from the first day of delay.
• The payment of a flat-rate collection fee set at forty (40) euros by Article D.441-5 of the Commercial Code.
• The reimbursement of any bank and management fees (recovery follow-up, letters and telephone reminder costs, representation of rejected bank transfers).
• The immediate suspension of the Service without further notice, after an initial notification by email or letter remained unanswered for 48 hours after sending or, at the latest, 96 hours after the payment due date.
• The automatic termination of the Contract within 15 days after PAYTWEAK sends a demand letter by registered mail with acknowledgment of receipt that remains unsuccessful.

3.5 -"CORPORATE / ULTIMATE" SUBSCRIPTION and CUSTOM DEVELOPMENTS

PAYTWEAK offers dedicated infrastructures for clients whose subscription or transaction volume exceeds the limit set by Article 3.3. The price of these packages is quoted based on the resource requirements and associated subscription and is not listed on the offers and pricing page.

When specific developments are requested or required for integration, PAYTWEAK will provide a quote to the MERCHANT. Developments will only begin once the quote and its terms are accepted.

Termination of a subscription made online can be done from the MERCHANT's account access. For subscriptions contracted offline, termination must be notified by registered letter with acknowledgment of receipt addressed to PAYTWEAK - 31 T, rue Cappeville, 27140 GISORS. Early termination terminates the provision of the service, but does not entitle to any partial or full refund.

4.1 – TERMINATION by the MERCHANT

The MERCHANT can terminate their subscription at any time. In this case, any amount previously paid remains acquired by PAYTWEAK, and termination does not entitle to any refund.

4.2 – TERMINATION by PAYTWEAK

If the use of the SERVICE by the MERCHANT or their USERS does not comply with these terms, is unlawful, or inappropriate, PAYTWEAK may suspend or terminate the subscription by informing the MERCHANT of the improper use that led to the measure.

PAYTWEAK may prescribe measures to be implemented by the MERCHANT in order to put an end to the use that caused the suspension.

PAYTWEAK may reinstate the subscription and access to the SERVICE if it deems that the MERCHANT has terminated the improper use. If the non-compliant or unlawful use has caused damage to the structure or operability of the SERVICE requiring repairs, PAYTWEAK will retain any amounts paid until the evaluation of the repair costs, which will invariably be invoiced to the MERCHANT. The restoration of the SERVICE will only occur after payment of any amounts due.

In the event of Force Majeure, as defined by French jurisprudence, neither of the PARTIES hereto shall be held responsible for any observed delay. The party experiencing Force Majeure must notify the other party in writing as soon as possible. The other party will then have ten (10) days to acknowledge it. The deadlines for delivery or provision of the SERVICE will be automatically extended according to the duration of the event constituting the force majeure.

PAYTWEAK grants the MERCHANT a non-exclusive license to access the SERVICE. It is intended for the use of the SERVICE by the MERCHANT and its USERS under the conditions provided herein.

The SERVICE offered to the MERCHANT is and remains the exclusive property of PAYTWEAK, which does not transfer any intellectual property rights to the MERCHANT. This includes cases where specific developments have been made for the MERCHANT within the SERVICE to make it compatible with the intended use by the MERCHANT.

Any reproduction, resale, or distribution of the SERVICE is expressly prohibited and may result in legal, civil, and/or criminal proceedings.

The MERCHANT undertakes to use the SERVICE only under the conditions provided herein, including:

• Not to commit any act of infringement, not to reproduce, download, represent, or modify all or part of the SERVICE.
• Not to use the SERVICE to receive payment for goods or services that repair a prejudice caused by the MERCHANT.
• Not to access and/or remain within the SERVICE, understood as an automated data processing system, beyond the strict period necessary for its use.
• Never to entrust or lend their access credentials to a third party for whom an account has not been created by the MERCHANT within the SERVICE, under their own responsibility.
• Not to disrupt the proper functioning of the SERVICE and, in particular, not to introduce viruses or any other malicious technology.
• Not to use or seek to know the source codes of the SERVICE.
• Not to assign or make the SERVICE available to a third party for any reason whatsoever and under any title (training, loan, copying, etc.).
• Not to attempt or proceed with the decompilation or disassembly of all or part of the SERVICE.
• Not to use the service for purposes other than debt collection, remote or proximity order taking, advance payments, invoice collection, payment for goods or services.

The MERCHANT is fully responsible for the use they make of the SERVICE, which they undertake to use in good faith, in compliance with these terms, applicable laws and regulations, and, in particular, with regard to intellectual property laws and the processing of personal data [GDPR].

PAYTWEAK reserves the right to suspend the use of the SERVICE by any MERCHANT who does not comply with these terms and, in the event of a breach of a legal obligation, to provide all necessary information to the relevant judicial authorities.

The SERVICE is accompanied by technical assistance to resolve any technical difficulties encountered by the MERCHANT.

Depending on the type of subscription chosen, technical assistance is accessible via email at support@paytweak.com and/or through a dedicated telephone line provided to the MERCHANT.

The support service is available from Monday to Friday, from 9:00 am to 6:00 pm. If the paid option "Success Pack" is subscribed to by the MERCHANT, the support service will be available every day of the week, 24 hours a day.

PAYTWEAK is a registered trademark.

PAYTWEAK is the owner of all intellectual property rights relating to its software, logos, trademarks, slogans, graphics, photographs, etc., including those created at the request of the MERCHANT for the provision of the SERVICE. The MERCHANT is prohibited from exploiting or reproducing PAYTWEAK's software, logos, trademarks, slogans, graphics, photographs without prior permission.

Any representation, reproduction, in whole or in part, of the WEBSITE and its content, by any means whatsoever, without the prior express authorization of PAYTWEAK, is prohibited and constitutes an infringement punishable under Articles L.335-2 et seq. and Articles L.713-1 et seq. of the Intellectual Property Code. The MERCHANT is prohibited from translating, adapting, arranging, or modifying the software, exporting them, or merging them with others.

The practice of deep linking to a page of the WEBSITE is prohibited without the written consent of PAYTWEAK. PAYTWEAK expressly prohibits the extraction, by permanent or temporary transfer, of the whole or a qualitatively or quantitatively substantial part of the content of a database to another medium, by any means and in any form.

PAYTWEAK reserves the exclusive right to intervene on its software to enable them to be used in accordance with their intended purpose, including correcting any errors.

PAYTWEAK is a technical service provider to the MERCHANT and is not a FINANCIAL INSTITUTION as defined in the Monetary and Financial Code. Therefore, it only plays a role in facilitating the financial transactions between the BUYER, the FINANCIAL INSTITUTION, and the MERCHANT, who is the beneficiary of the funds.

The payment by BUYERS is exclusively processed on the secure payment pages of the MERCHANT's FINANCIAL INSTITUTION, outside of the SERVICE, which does not and will never have access to the bank data of the BUYERS.

Furthermore, as PAYTWEAK does not participate in the transaction approval process, it cannot protect the MERCHANT against fraud or commercial disputes.

The SERVICE will provide the MERCHANT with the information received from the FINANCIAL INSTITUTION following a transaction, when this data is received by the SERVICE, including the acceptance or refusal of a transaction and the authentication scoring of the BUYER if obtained.

PAYTWEAK shall not be held liable in the event of:

• Technical failure of the FINANCIAL INSTITUTION or the networks that connect the servers together
• Disruptions or interruptions in the provision of the means provided by PAYTWEAK's suppliers
• Refusal or inability of the servers of the FINANCIAL INSTITUTION to respond to those of PAYTWEAK

Any non-material damage suffered by the MERCHANT or its BUYERS arising from the use of the SERVICE, including any decrease in turnover or profits, as well as any loss of customers or computer data, of any nature whatsoever, shall not give rise to financial compensation through the payment of damages by PAYTWEAK, which cannot be considered an essential service provider (ESP).

In any event, if PAYTWEAK's liability is established in relation to the use of the SERVICE and the exemption conditions set forth herein do not apply, the awarded damages can only be determined by the competent courts.

The Professional Civil Liability and Cyber Insurance of PAYTWEAK are covered by two separate insurance policies, including one with HISCOX under contract number HARCP0286151.

10.1 - Protection of MERCHANT's Data

PAYTWEAK ensures the protection of the SERVICE DATA injected or entered by the MERCHANT and its USERS through instant encryption of this data using a military-grade algorithm with specific salting for each MERCHANT, implemented on a previously encrypted physical medium.

10.2 - Data Retention

PAYTWEAK ensures the retention of the MERCHANT's data during the subscription period. During this period, the MERCHANT has access to features in the PAYTWEAK MERCHANT interface that allow for data export, including reports on generated links, recorded payments, emails, or SMS sent. These exports are available in Excel *.csv, Text *.txt, and Adobe PDF *.pdf formats.

At the end of the subscription or upon its termination if not renewed, PAYTWEAK will delete all SERVICE DATA, including information related to generated links, potential USERS, and contacts, within 3 months after the subscription expiration date.

The login data for the MERCHANT's FINANCIAL INSTITUTION and all access to the service will also be deleted, with no possibility of restoration.

The removed data, as well as data subject to Article 6-2 of the LCEN law of June 21, 2004, and Decree No. 2011-219 of February 25, 2011, will be archived offline by the SERVICE for the legal duration necessary for judicial proceedings.

PAYTWEAK shall not be held responsible for the deletion of the MERCHANT's data if the MERCHANT has not renewed the subscription before its term and within the 3-month period following.

10.3 - Data Transport

PAYTWEAK assumes no responsibility for the content of data exchanged between the MERCHANT's computer equipment and that of the MERCHANT's FINANCIAL INSTITUTION. PAYTWEAK guarantees that the data transported between its own servers and the FINANCIAL INSTITUTION undergoes no alteration and remains consistent and faithful to the original data received. During the use of the service, the MERCHANT may display, collect, send, store, or share the SERVICE DATA. PAYTWEAK does not own any SERVICE DATA and specifically disclaims any liability for the data that the MERCHANT or its USERS may collect, publish, or produce within or during the use of the SERVICE.

10.4 - Confidentiality between the Parties

PAYTWEAK and the MERCHANT commit to strict and formal reciprocal confidentiality during and after the execution of this contract regarding the data, concepts, and documents exchanged between them.

Unless required by French law, PAYTWEAK and its authorized personnel shall not disclose or transmit to anyone any information concerning the MERCHANT, its data, its MERCHANTS, or the internal or external use of the SERVICE.

The MERCHANT is responsible for maintaining the confidentiality of its account and passwords. The MERCHANT is also responsible for all activities carried out on its account during the use of the SERVICE and acknowledges that it is responsible for all actions and inactions of its employees, consultants, or third parties to whom it has granted access to the SERVICE as MERCHANT of its account.

By accepting these terms, the MERCHANT agrees to make every effort to protect PAYTWEAK, as well as its employees, in the event of legal action brought by a third party, including any attorney's fees, resulting from or related to:

• Breach by the MERCHANT leading to complaints against it
• Fraud committed by the MERCHANT
• Criminal complaint or civil action regarding information, data, files, or other content provided by the MERCHANT
• Any credit card fraud complaint based on information disclosed by the MERCHANT

The MERCHANT agrees to cooperate with PAYTWEAK in defending against any request, complaint, action, or proceeding.

The PARTIES shall not be held responsible for any disclosure if the disclosed information was already in the public domain at the time of disclosure. Furthermore, and solely for advertising purposes, all information contained herein is covered by professional secrecy in accordance with Article L.511-33 of the Monetary and Financial Code.

The execution of transactions and the security of payments are the responsibility of the FINANCIAL INSTITUTION. It is the MERCHANT's responsibility to verify with its FINANCIAL INSTITUTION that the transaction security conditions are ensured by the FINANCIAL INSTITUTION for remote sales, e-commerce sales, and in general for all transactions carried out at its request via PAYTWEAK, throughout the duration of the subscription.

The data and information injected into the SITE by the MERCHANT and its USERS are protected, among other measures, through the use of state-of-the-art SSL security certificates, strong and dynamic encryption of all MERCHANT data (both physical and software-based), automatic anonymization of data, software-based anti-cybercrime countermeasures, and regular intrusion testing conducted by authorized third parties.

These General Terms and Conditions and the operations arising from them are governed by French law. They are written in the French language. In the event of any discrepancies in the translations of these terms into one or more languages, the French text alone shall prevail in the event of a dispute.

In the event of a dispute, only the Commercial Court of Evreux (27000) shall have jurisdiction.

In the event of difficulties related to the execution of the contract, the concerned party undertakes to notify the other party in advance by registered letter with acknowledgment of receipt. Both parties will endeavor to find an amicable solution within a period of thirty (30) days from the receipt of the registered letter, without the MERCHANT suspending the payment of all or part of the invoices due under the contract.

By checking the box "I have read and accept the General Terms and Conditions of Sale and request immediate execution of the CONTRACT" in the SERVICE registration form, the BENEFICIARY expressly acknowledges that they have carefully read and understood these terms, in effect on the day of their acceptance, and accept them in their entirety without reservation.

For subscriptions taken online, acceptance constitutes a "digital signature" in accordance with Article L314-13 II of the Monetary and Financial Code. Therefore, these terms constitute the CONTRACT between the BENEFICIARY and PAYTWEAK.

The BENEFICIARY's acceptance of these terms is stored and archived by PAYTWEAK in its computer systems in an unalterable, secure, and reliable manner.

PAYTWEAK reserves the right to modify these terms at any time. The modifications will come into effect 48 hours after their publication.

The MERCHANT will be informed in advance of any modifications via email. The fact that one of the PARTIES does not require the application of any provision of these terms, whether permanently or temporarily, shall not be considered as a waiver of that provision.

If any provision of these terms is deemed null and void under a legislative or regulatory provision in force and/or a final judicial decision, it shall be deemed unwritten, but it shall not affect the validity of the other provisions, which shall remain fully applicable.

In such a case, the PARTIES shall come together to agree on a new provision to replace the null and void provision, provided that the new provision respects the spirit and economic impact on the PARTIES of the replaced provision as much as possible.

These General Terms and Conditions of Use are expressly accepted and agreed upon by the MERCHANT, who declares and acknowledges that they have perfect knowledge of them and waives any contradictory document, including their own General Terms and Conditions of Use, which will not be enforceable against PAYTWEAK and its SERVICE, even if they were aware of them.

PAYTWEAK undertakes to make every effort to keep the SERVICE accessible, as well as the access for the MERCHANT and USERS.

PAYTWEAK has multiple servers to ensure the continuity of the SERVICE in the event that one of them fails, slows down, or is subject to acts of cybercrime.

If the SERVICE is not accessible for a period of more than two consecutive days due to a fault attributable to PAYTWEAK, the MERCHANT shall be entitled to a refund of the portion paid by them corresponding to the total duration of the interruption (unavailability) of the SERVICE they have experienced. This refund will be made upon written request by registered letter with acknowledgment of receipt (R.L.A.R) addressed to PAYTWEAK.

PAYTWEAK's liability can only be based on an obligation of means, meaning proven fault, under ordinary law, and for direct and foreseeable damages suffered. PAYTWEAK shall not be held liable in the event of a service interruption due to a failure or malfunction of the Internet network or, in general, for any event beyond its control.

PAYTWEAK shall not assume any responsibility in the event that the MERCHANT suffers any damage related to the use of the Internet network, such as data loss or virus contamination.

In accordance with the provisions of articles L.561-2 and following of the Monetary and Financial Code relating to the participation of financial institutions in the fight against money laundering and the financing of terrorist activities, the FINANCIAL INSTITUTION and PAYTWEAK have certain obligations. They must, in particular, carry out all necessary due diligence to identify the BENEFICIARY and the ultimate beneficiary of the SERVICE. They must also obtain information from the BENEFICIARY about any business relationship or operation that is the origin or subject of the transaction and the destination of the funds.

Each Party undertakes, for itself and its agents, directors, employees, representatives, and any other person with whom it associates in the execution of this CONTRACT (including, without limitation, subcontractors), (i) not to engage in any corrupt activities, extortion, misappropriation of funds, or any other conduct punishable by law, and (ii) to comply with all applicable laws and regulations regarding the fight against corruption ("Anti-Corruption Laws"). Each Party undertakes, for the duration of this CONTRACT, to maintain adequate policies and procedures to ensure compliance with Anti-Corruption Laws.

Each Party shall indemnify the other Party and hold it harmless from any costs, damages, liabilities, losses, or expenses incurred by any member of the group to which that Party belongs, if applicable, or by its directors, officers, employees, contractors, subcontractors, and agents, due to a breach by the other Party or its personnel of this article. Each Party may terminate this CONTRACT immediately if it believes, in good faith, that the other Party or its personnel has breached the obligations of this article and/or the Anti-Corruption Laws. The Parties must at all times comply with the BSCI Code of Conduct, available at the following address:

https://www.amfori.org/SITEs/default/files/amfori%20BSCI%20Code%20of%20Conduct_FR.pdf

The BENEFICIARY acknowledges and accepts that PAYTWEAK may implement monitoring systems to combat money laundering and the financing of terrorist activities.

The BENEFICIARY is informed that an operation carried out under these terms may be reported to the national financial intelligence unit (TRACFIN). Thus, no legal action based on Articles 226-13 and 226-14 of the Penal Code or any civil liability action can be taken, and no professional sanction can be imposed, against PAYTWEAK, its directors, or employees who have made in good faith the declarations mentioned in Articles L 561-15 and following of the Monetary and Financial Code.

1. To avoid the application of the law of the country where the BENEFICIARY's SERVICE DATA is located, even if the location of the server alone is not sufficient to determine the applicable law,

2. To allow the BENEFICIARIES and BUYERS to make the required declarations or exercise their rights with the CNIL (French Data Protection Authority), it is expressly agreed between the parties that these terms are governed by French law, including if the BENEFICIARY is not French.

IN THE EVENT OF A DISPUTE, ONLY THE COMMERCIAL COURT OF EVREUX (27000) SHALL HAVE JURISDICTION.

This applies to substantive and procedural rules, regardless of the places of performance of the substantial or ancillary obligations, excluding any other legislation.

In the event of the CONTRACT being drafted in multiple languages or translated versions, only the French version shall prevail.