Conditions Générales

Commeon – Terms of Service – Version May 25th 2018

FOREWORD
 
COMMEON's mission is to develop donations for Non for Profit Organisations, help its users contribute to the change they want to see, and to empower their contribution. However, rules are needed to ensure that the platform is clear and safe to use for you, for us, and for our communities. These Terms of Service (hereinafter “TOS”) set forth the rights and responsibilities relating to our platform, our services, and your participation. This tripartite contract explains the contractual relationship between the user (you), COMMEON, and the payment provider LEMON WAY, through its payment service framework agreement

USERS ARE REQUIRED TO READ AND UNDERSTAND THESE TERMS RELATING TO THE SERVICE PROVIDED BY COMMEON. IN ACCEPTING THESE TERMS, THE USERS ACKNOWLEDGES THAT THEY HAVE READ AND SHALL ABIDE BY THEM. The User is also expressly invited to consult its Personal Data Protection Policy, which forms an integral part of these GCU. At the request of the judicial authorities, COMMEON may transmit the User's IP address so that the User can be identified in cooperation with his Internet access provider.

BY OPENING A PERSONAL ACCOUNT USERS ACKNOWLEDGE THAT THEY HAVE READ AND ACCEPTED THE TERMS OF SERVICE OF LEMON WAY, COMMEON’S PAYMENT SERVICES PARTNER, AVAILABLE HERE: https://www.lemonway.fr/c-g-u

LEMON WAY’S TERMS OF SERVICE ARE AN INTEGRATED PART OF COMMEON’S TERMS OF SERVICE.

OPENING AN ACCOUNT CONSTITUTES AN ELECTRONIC SIGNATURE OF THESE TOS. THE ACCEPTANCE OF COMMEON’S TERMS OF SERVICE IS PRESERVED AND ARCHIVED BY COMMEON IN ITS IT SYSTEMS IN AN UNALTERABLE, SAFE, AND RELIABLE WAY.

COMMEON is a community-based service on a connecting platform (the “COMMEON” “Platform”) managed by the company CULTURE TIME. COMMEON is a registered trademark of CULTURE TIME. COMMEON’s purpose is to connect: 1) Organizations wishing to present their projects to the public for patronage and support, and 2) Individuals wishing to make a donation to these Organizations (the “Patrons”) or support their initiatives. The role of COMMEON is that of a technical intermediary who provides the Platform, tools, and services to the Participants

Patrons may enjoy tax benefits associated with their donations. They might also receive, following terms detailed below, non-mandatory and non-financial compensations for their support.

The Organizations and Patrons are hereinafter collectively or individually referred to as “Participant(s)” on the Platform.

Special terms may apply to specific projects. In case of contradiction between any provision of the TOS and such special terms, the special terms shall prevail.
 
 
I. LEGAL INFORMATION
 
COMMEON is a registered trademark of CULTURE TIME, a French simplified joint stock company with a share capital of EUR 54,775, registered on the Trade and Companies Register of Paris under number 798768651. Its registered office is at 178 rue de Rivoli 75001 Paris, France (“COMMEON”).

The company LEMON WAY, which manages and controls the payment of the website www.commeon.com published by the company CULTURE TIME, is a French simplified joint stock company whose head office is located in Montreuil (93100) at 14 Rue de la Beaune and is registered with the Trade and Companies Register under number 500 486 915 Lemon Way is accredited since 24/12/2012 by the Regulation and Prudential Control Authority (“ACPR”, France, website: http://acpr.banque-france.fr/), as a hybrid payment institution, under number 16 568 J. Lemon Way’s SWIFT code is: LEWAFR21. At any time, according to law, one can check the accreditation of the company as a payment institution at regafi.fr. More details can be found at www.lemonway.fr

COMMEON is a crowdfunding platform registered with ORIAS registration number 15000571 as crowdfunding intermediate.
 
II. COMMON TERMS APPLICABLE TO ALL USERS
 
I.1. Definitions
 
“Fixed Term” and “Target Campaign” are crowdfunded patronage projects whose fundraising period is limited in time and whose financial objective is determined. (Fundraising Goal). The figures relating to the Campaign will be made public through a gauge.
 
“Confidential Codes” are personal codes in the form of a username and a password allowing the Participant to access their Personal Account.
 
“Commission”: means the commission charged by COMMEON to the Organizations in remuneration for its intermediation service, including its tool, operation-related services, and payment-processing and fraud-protection services, calculated on funds donated to the Organization by Patrons. The Commission is defined in Chapter V.7 according to the chosen plan.
 
“Personal Account”: the personal space of any Participant in which their personal information is stored, accessible on the Platform after entering their Confidential Codes. All activities of Participants on the Site are linked to their Personal Account.
 
“Counterparty”: an optional counterparty offered by an Organization in appreciation of the Donation of a Patron, as presented on the Platform by the Organization. The Counterparty(ies) associated with a project shall be determined on a case by case basis on the Website at the sole discretion of the Organization.
 
“Donation”: donations are financial contribution made using the platform, to fund proposed projects.
 
“Payment Institution”: payment institution LEMON WAY, COMMEON’s partner, whose terms of service can be found here: https://www.lemonway.fr/c-g-u
 
“Gauge”: gauges are real-time displays of the levels of achievement (funds raised, number of Patrons, time remaining before the Campaign ends) and the goals of Fixed Term and Target Campaigns.
 
“Patron”: any Participant who makes a Donation to an Organization on the Platform.
 
“Fundraising Target”: financial target of a Fixed Term and Target Campaign.

"Identifier" means the personal identifier associated with the User's account: his e-mail address; as well as any confidential code or password chosen by the User allowing the User to identify himself in order to access the services.
 
“Organization”: an organization is a Participant who has posted one or more Projects on the platform and recognized of being either of public interest or having a non-profit management, and eligible to collect tax reductions for donations as defined in articles 200 (donations related to individuals), 238 bis (donations related to businesses), or 885-05 V of the general tax code.

“Partner”: legal or natural person belonging to the same group as COMMEON, or who has concluded a partnership agreement with COMMEON as part of its operations.
 
“Participant”: any natural person of full legal capacity in accordance with French law, 13 or older, or any legal person, registered on the Platform. In the case of a natural person, only those over 18 are allowed to make Donations on the Site. When a Participant creates an Organization or Project, makes a Donation or signs a Support Project, a Personal Account is created in their name. All their activities on the site are then linked to this account.
 
“Fundraising Period”: for each Project, the period during which the Participants can make donations to the project.

"Personal Data": means any information concerning an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to one or more specific elements specific to his physical, economic, cultural or social identity.
 
“Platform” or “COMMEON”: technical platform connecting Users and Organizations, managed by CULTURE TIME.
 
Philanthropic wallet: Donation Payment Tool that can be funded from time to time or monthly, with a dedicated space to view and manage all the transactions of the Participant on the Site.

Annual Program: annual crowdfunded patronage Project whose financial target is not displayed. The Annual Program does not display any Gauge to the Website Users.
 
Project: any project calling for sponsorship in favour of an Organization on the Site, whether it is an Annual Programme or a Campaign with fixed duration and objectives, the final implementation of which involves some uncertainty. Any voting or support project submitted by an Organization or a Company on the Site.

"Regulation on personal data" refers to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable as from 25 May 2018 (hereinafter, "the General Data Protection Regulation") and the "Data Protection Act" No 78-17 of 6 January 1978 amended by Act No 78-17 of 6 January 1978 relating to data processing, files and freedoms, and amended by Act No 2004-801 of 6 August 2004.
 
Customer Service: support service dedicated to Users, which can contacted by sending an email to the following address: mecenes@commeon.com or by postal mail to COMMEON, 178 rue de Rivoli 75001 PARIS.
 
Signatory: Participant bringing his voice to a Support project using his surname, first name, and email address. Failing the selection of a specific confidentiality option, the Signatory acknowledges and expressly agrees that upon their Signature, COMMEON will provide the Organization with information on their identity and contact details, notably to enable the Organization to follow-up on the project they supported. The Signatory is informed that their Signature does not imply a de facto commitment by the Organization on a subsequent implementation of the project.

Website: website of COMMEON, directly accessible on the URL www.commeon.com, or indirectly on any URL of a Partner or an Organization.

Support: Project filed online to collect signatures. 

User: any person or entity using the Website for any purpose whatsoever.
 
 
II.2. Registration

Users may log on to the Website free of charge in order to view its content.

Logging on to the Website grants Users private, individual, and non-exclusive access to contents of the Website.

Registration as a Participant (including as a Patron, and Organization, or a Support) gives access to a Personal Account, which is unique and only available using the Participant’s credentials.

The Participant agrees to fill in all the mandatory fields of the form and to provide COMMEON with accurate, complete, and up-to-date information, in order for COMMEON to validate the creation of its Personal Account.

The Participant agrees to complete all required fields on the form and to provide COMMEON with accurate, complete, and current information, in order for COMMEON to validate the creation of his or her Personal Account.

The Participant also acknowledges that the provision of any erroneous, incomplete, misleading, or out of date information during the registration process may incur liability in respect of other Participants and of COMMEON.

Participants are responsible for updating the information provided, and are obliged to update information in their Personal Account in case of change.
The Participant assumes full responsibility toward other Participants and COMMEON for the consequences of any omission or negligence in this regard.

For the purposes of ensuring compliance with these provisions, COMMEON reserves the right to ask the Participant to justify his or her identity by any means. In the absence of justification within 7 (seven) days after the request, COMMEON reserves the right to suspend the account in accordance with section VII.

By accepting these Terms, Participants declare that the source of their funds used on the Website is not illegal and that they are will not use the Website for illegal or fraudulent activities, including money laundering. Criminal and/or civil prosecution may be taken against the Participant and other persons directly or indirectly involved in such illegal or fraudulent activity.

Participants are responsible for paying any applicable or related taxes. COMMEON shall in no way replace the responsibility of Participants for this purpose nor provide any advice on the nature and details of their obligations.

COMMEON reserves the right to transmit any information that may be illegal or fraudulent to the relevant authorities at its discretion, without notifying the Participant. To this end, COMMEON reserves the right instruct LEMONWAY to proceed with the seizure of all funds if the company has reasonable suspicions that they may be connected to illegal or fraudulent activities until such time that they can transmitted to competent authorities.

The Participant waives any potential rights or remedies of any nature and in any place whatsoever, due to the communication of this information to the competent authorities by COMMEON.

COMMEON reserves the right to ask the Participant to modify all or part of its Confidential Code, for regulatory, technical, or security reasons, without any oppositions or compensation claims from the Participant.

The Confidential Codes are strictly confidential and for personal use only. The Participant shall take appropriate measures to prevent a third party from accessing them. Therefore, the Participant agrees not to disclose them to anyone, in any way whatsoever. The Participant is solely responsible for their use and will be deemed responsible for the acts and actions of anyone using his or her Personal Account, even without their knowledge.

The Participant is solely responsible for the use of their credentials. COMMEON will not be held responsible for any loss, misuse, or fraudulent use of credentials by a third party. Any access or use of the Website and data from a Personal Account shall be deemed to have been made by the Participant whose account was used.

Notwithstanding the foregoing, Participants must notify COMMEON immediately if they lose their credentials or if this information is used inappropriately or illegally by a third party, by sending an email to: fraude@commeon.com, stating their first name, surname, and username. It should also be confirmed in writing by sending a letter to the following address: LEMONWAY - 14 rue de la Beaune - 93100 MONTREUIL.

If the Participants are professionals, they should certify that they hold all the rights necessary to act in the name of the legal entity they represent (company, association, etc.).

If the Participants wish to close their Personal Account, they shall follow the procedure provided to this end on the Website.
 
II.3. Third Party Websites

COMMEON is not responsible for the content of websites accessible from links and references inserted by the Participants. It is the Participants’ responsibility to take all necessary precautions to ensure that the chosen inserts are free of viruses, worms, Trojan horses, or other element harmful to the equipment of other Participants and COMMEON. In no case shall COMMEON be held liable for any direct, indirect, or other damages resulting from the use of third party websites.
 
II.4. Commitments of the Participants

Using the Platform implies that Participant shall observe certain standards of behaviour, in particular in compliance with laws and regulations and moral values such as respect for others, courtesy, good faith, and loyalty.

Any violation of laws and regulations may be reported to COMMEON in accordance with the procedure defined in Article VII.2. below.

Participants acknowledge that the information they provide on the Platform is their sole responsibility. They certify that all content and statements made via the Website are true and accurate. Participants agree accordingly to ensure that the information disseminated on the Platform does not contravene any laws and regulations. As such, COMMEON reserves the right to remove any content, data, information, or clearly illegal or inappropriate offers from the Platform, and suspend or delete permanently and without notice the Participant’s Account.

It is forbidden for the Participant to violate or attempt to violate the security or integrity of the Platform including:

- Implementing any action which might jeopardize or interfere with the proper operation of the Platform or any Donation made on the Platform;
- Implementing any action that imposes an unreasonable or disproportionate load on the infrastructure of the Platform;
- Accessing or attempting to access data that are not intended to be viewed by the Participant;
- Penetrating or attempting to penetrate into a server or account which the Participant is not authorized to access;
- Harassing, threatening, abusing, or infringing the privacy of any other Participant or posting defamatory, abusive, or libellous information;
- Violating human dignity through racist, violent, pornographic, or revisionist texts, images, or videos;
- Violating intellectual property rights, and committing acts that may constitute an infringement;
- Performing, without the express consent of COMMEON, any “framing” operation or creating a “mirror site” virtually replicating the Website, or including in any Counterparty offer or any profile, a hypertext link to another site in violation of the TOS; - Using information about other Participants for inappropriate or illegal purposes including but not limited to cold-calling, sending proposals for participation in lotteries or contests, or chain letters.

Participants are also required to act in compliance with these principles in forums and on blogs available or accessible from the Platform.
 
II.5. Intellectual Property

COMMEON declares that it has all rights on the software used to offer services on the Platform.

Any infringement or any act likely to be qualified as such by a third party which the Participant knows about shall be notified to COMMEON, which may engage prosecutions.

Trademarks and Logos: appropriate registrations with the relevant authorities protect “COMMEON” and other trademarks and logos belonging to COMMEON and its Partners’ trademarks and logos.

Websites: all texts, images, icons, drawings, graphics, photographs, programs, and other components of the Website, excluding any content provided by the Organizations, which remains their exclusive property, are the property of COMMEON or its Partners and are protected by French laws on copyright.

Any commercial or non-commercial use of any images, text, icons, drawings, graphics, photographs, programs, and other components of the Websites without the prior written consent of COMMEON or its Partners are strictly prohibited

When using the service, Participants are encouraged to post on the Website various contents including videos, images, graphic designs, music, text, ideas, and concepts, etc. as well as various brands or patents and intellectual property elements. Participants are advised that using the Website does not protect the contents and it is up to them to protect such content if they so wish.

COMMEON will not be held responsible in the event of any infringements between the Participants, or more generally in the event of any infringement by a third party of the intellectual property rights of a Participant.
 
 
III. PAYMENT ACCOUNT
 
III.1. Any natural person wishing to open a payment account must provide their full name, a valid email address, their date of birth, and full mailing address, and must be major under French law.
 
III.2. Any legal person wishing to open a payment account must provide the identification elements of the legal person and the natural person empowered to bind the legal person as part of the operations carried out, and a valid email address.
 
III.3. Terms of use of the payment account service
Subject to the provision of the previously defined information, the Participant may use the payment service.

The Payment Institution provides the payment service, and includes: secure online credit card payment using 3D Secure, payment by check, payment by wire transfer.

The Payment Account is opened in the books of the Payment Institution for each Participant, and its balance must never be negative, by regulation and technical means. Each payment transaction is debited or credited to a Payment Account

The Payment Institution keeps the funds credited to the Payment Account of the Participant on an intermediate account opened by the Payment Institution with BNP Paribas. The Payment Account cannot in any case be assimilated to a deposit bank account.

Transactions recorded on the Payment Account are labelled in euros (€).

The balance of the Payment Account of an Organization is transferred to the bank account whose details have been communicated to COMMEON following the periodicity and the terms defined in Article VI.6 or the special terms.

Beyond certain amounts of single or cumulative donations, the Participant must provide the Payment Institution with additional identification elements, in particular:

- A copy of a valid official identity document: for French citizens, a French identity card (both sides) or a French passport, for foreigners residing in France or abroad: a passport;

- Proof of residence for French citizens;

In the case of a legal person, the following information must be provided at the opening of the Personal Account:

For a private legal entity (including a corporate foundation):

- A KBIS extract of less than 3 months (France) or an extract from the trade register translated into English or French; - The articles of association; - The address of the registered office; - A proof of identity of the officer or the person empowered to bind the legal person as part of the operations carried out; - A bank statement in the name of the company.

For an association:
- The signed and valid articles of association;
- A proof of identity of the President or Treasurer of the association (ID card or passport);
- A creation statement;
- The address of the registered office of the association;
- A notice detailing its SIRENE situation;
- A bank statement in the name of the association.

For a public institution, municipality, or community:
- A notice detailing its SIRENE situation;
- The address of its registered office;
- A copy of the act (order or other) of appointment of the governing person of the institution;
- A proof of identity of the governing person (ID card or passport);
- A bank statement in the name of the institution.

For a foundation recognized as serving the public interest:
- A copy of the decree of the State Council recognizing the foundation as “serving the public interest”;
- The date of publication in the Official Journal;
- The address of its registered office;
- A proof of identity of the officer or the person empowered to bind the foundation as part of the operations carried out (ID card or passport);
- A bank statement in the name of the foundation. In the case of a sheltered foundation, the same references shall be provided for the main foundation.

For an endowment fund:
- The receipt of declaration;
- A copy of the declaration or amendment in the Official Journal;
- The address of its registered office;
- A proof of identity of the officer or the person empowered to bind the endowment as part of the operations carried out (ID card or passport);
- A bank statement in the name of the endowment fund.

In case the Personal Account of the legal person is opened by delegation in the name and email address of a person other than that referred to in the preceding paragraphs, the following additional information shall provided:
- The receipt of an authorization or delegation of power;
- A proof of identity of the delegated person.

COMMEON and the Payment Institution reserves the right to request the communication of any other document or information in order to perform the necessary checks as part of its compliance with its legal obligations, including the fight against money laundering.

COMMEON and the Payment Institution reserve the right to refuse to open a Payment Account.

COMMEON reserves the right to block the Payment Account of a Participant pending receipt of all documents and information deemed necessary by COMMEON and in a form deemed satisfactory.

The information materials will be archived by the Payment Institution according to its Terms of Service.

III.4. Philanthropic Wallet
 
III.4.1 Subscription Procedure
 
The Participant has a Personal Account that he created during a previous operation or that he creates directly on the Platform. A Payment Account is subsequently automatically opened.

The Participant funds his/her Philanthropic wallet by credit card (in his name) via his Personal Account. The contract associated with the card must authorize card transfers.

The Participant can fund his Philanthropic wallet on an ad hoc or monthly basis. He can validate the secure registration of his credit card details with the Payment Institution in order not to re-enter them every time. The details of his credit card are not saved by COMMEON, but only used by the Payment Institution. Otherwise, the payment data is deleted as soon as it has been used. The secure registration of the credit card details is required for monthly payments.

The Participant can view the balance of his Philanthropic wallet, as well as the associated line of credit in his “Credits and donations” section.
 
III.4.2 Use
 
The Philanthropic wallet records and let the Participant view all his payment and donation transactions. It will always show a credit.

The Participant has the opportunity to make donations in just one click with his Philanthropic wallet without re-entering his bank details as long as the amount of his donation remains below or equal to the balance of his wallet. The Donation is debited immediately and the transaction cannot be cancelled.
 
III.4.3 Balance
 
The participant can clear his philanthropic wallet by making a free donation to a project. If the Participant wants to clear his philanthropic wallet without making a Donation, he can contact COMMEON by email at the following address: service@commeon.com.

A wire transfer will be made to refund the remaining amount, upon communication of a bank account statement (IBAN) associated with his Bank Account. Depending on the amount of the refund, identification documents may be required for the transfer to be made.

The funds are transferred within 5 working days of the request. The Participant is informed of its success by email. A commission of 1.9% of the amount transferred will be deducted directly from the amount transferred.

COMMEON does not refund amounts received by a participant in its philanthropic wallet during sponsorship or gift card operations.

 
 
IV. TERMS OF USE OF THE WEBSITE BY PATRONS
 
IV.1. Donations
Organizations shall be authorized to receive Donations under the provisions of the general tax code and articles 200, 238 bis, or V 885-05 [ISF], and deliver a tax receipt to each Patron.

All Donations from Patrons for the benefit of one or more Projects are processed through a secure payment services offered by the Website via the Payment Institution, and are debited immediately.

The Patrons can make a Donation by credit card, bank transfer, cheque, or using their Philanthropic wallet. In the case of a payment by bank transfer or cheque, the Payment Institution considers the Donation “pending” until reception of the payment. A “pending” Donation does not entitle the Patron to any tax advantage or Counterpart. The Patrons receive information on the operation carried out by email to fulfil his pledge, and the collection of his payment

No fees shall be borne by the Patron to make his Donation. Except if they chose otherwise, the Patrons expressly acknowledge and agree that upon completion of the Donation, COMMEON will communicate to the Organization their personal information and contact details, in order for the Organization to issue a tax receipt and the proposed compensations.

Participants are informed of the risks associated with any Project and explicitly accept the degree of uncertainty related to the realization of the Projects.

Patrons may cancel their Donation. In the event of a cancellation enquiries must be addressed directly to the Organization.

COMMEON and the Organization reserve the right not to accept the Donation of a Patron without justification. The decision will be notified and the Donation returned within one month after the confirmation of Payment if this occurs. Transaction costs will be borne by the structure refusing the Donation.
 
IV.2. Compensations

Donations of Patrons may warrant Compensations by Organisations as a token of appreciation. These Compensations are neither mandatory nor systematic and are not conditioned to the success of the Project by the Organization.

The Patron is informed that under the patronage law, the value of these Compensations must remain below 25% of the Donation considered within the limit of 65 euros for individuals (this limit of 65 euros does not apply to companies);

The Organization is the sole decider of the implementation of such Compensations, which are entirely borne by the Organization, as specified in section V.3.

In general, due to its limited role as intermediary between the Organizations and the Patrons, they explicitly accept that COMMEON cannot be responsible even partially for the Projects presented and carried out by the Organizations, including: the presentation of the Project, the progress of the Project, any delays or cancellations of the Projects by the Project Developer, its implementation, the award of any Compensations proposed by the Project Developer, etc.
 
IV.3. Tax Receipts

Each Donation entitles the Patron to a tax receipt; it is the sole responsibility of the Organization to issue it. When the Organization permits, COMMEON shall provide the tax receipt issued by the Organization to the Patrons in their Personal Account and by email.

It is the responsibility of each Patron to check their eligibility to receive tax deductions on all or part of the Donations made by the intermediation of the Website in accordance with the existing legislation on the French territory.
 
IV.4. Communication
Patrons shall identify with a custom avatar and leave a message to the Organization benefiting from their Donations through their Personal Account. Only these personal elements are made public on the Website. They will respect the communication obligations defined in Article II.4.
 
 
V. TERMS OF USE OF THE WEBSITE BY ORGANIZATIONS
 
V.1. A summary of COMMEON’s services

COMMEON as a fundraising and visibility platform allows to:

- Present your Organization,

- Create Crowdfunding Projects through a Campaign of specific duration and purpose in support of an innovative or exceptional project, offering value to the public, an Annual program or a Donation program to support the mission of the Organization.

- In the specific case of the “Multi-Site” offer: Coordinate and aggregate the data and financial flows of projects from several sub-entities attached to the same parent entity, centrally, while providing the sub-entities with freedom relating to fundraising and content.

In all cases of “Fundraiser”, “Super Fundraiser”, or “Multi-site” offers, the Organization's account is linked to one and only one Payment Account, and one and only one tax receipt template.

- Create Online Voting Projects or Support Projects,

- Create new content relating to the project and share it;

- Collect online Donations using secure payment systems via an intermediary account, by credit card, wire transfers, checks (all payment logistics are managed by COMMEON);

- Manage operations with a professional back office in a multi-user account. This account includes content entry forms, fundraising data charts, the ability to export this data, analyse flows, and manage tax receipts automatically;

- The Organization and all the members with a back-office account have real-time access to all the fundraising data

These elements constitute, in real time, the means of accountability for the Organization, which has a continuous and exhaustive view of them all.

COMMEON provides the Organization with a project manager who:

- Answers any questions relating to the Project and its animation;

- Share progressively good crowdfunding practices prior to the operation;

- Makes recommendations on the presentation elements of the Project before it goes online;

- Proposes a follow-up of the Project at different stages of the fundraising.

V.2. Registration of the Organization

Creating an Organization account is done directly on the Website or through COMMEON.

COMMEON shall validate the registration of Organizations after checking the information provided by each Organization. This validation shall be done on the basis of good practices of Project creation as presented on the Website but does not guarantee the success of the Donation campaign to the Organizations nor that of the Project or the authenticity of the information presented by the Organization to the Patrons.

COMMEON reserves the right to request additional information from the Organization, including statements submitted by the Organizations to tax and social security authorities considering the obligations of the Organizations under legislation.

COMMEON reserves the right to select the Organizations and limit their number depending on the request of Users, the performance of the Platform, the technical constraints related to the management of the Platform, and more generally the adequacy of the Organization with the criteria and objectives of COMMEON. The main criteria are as follows:

- The organization is a legal person whose registered address is located in France, whose business falls within the scope of the 2003 patronage law, and whose activities are listed in Articles 200 and 238 bis of the General Tax Code.

COMMEON has no obligation to justify its refusal to validate an Organization or publish a Project.

V.3. Process

V.3.1. Creation and Publication of a Project

When creating an Organization account, on-line forms help the Organization to edit all the content it wants to present to Users.

The Organization agrees to provide clearly and precisely, for any proposed Project:

- The Project description, including its purpose;

- The target amount of the fundraising for a Campaign of defined length and objectives;

- The fundraising period;

- The proposed counterparties, using the Tools provided by COMMEON

As well as the general elements required to present the Organization on the Website (texts, photos, logo, banner, etc.)

These contents will be subjected to the validation of COMMEON at least one week before the desired publication date. The Organization will take into account COMMEON's recommendations on these elements, and adapt them if necessary.

COMMEON reserves the right not to accept the publication of a Project if it does not meet the content standards of the platform, and to switch it in private mode (only accessible via its URL) at any time. This decision does not need be motivated.

Once published, the title of a Project, the Target fundraising and the Fundraising period are no longer editable by the Organization. The other presentation elements of the Projects cannot be modified except to make corrections, whose object is to improve the achievement of the targets of the Project and their comprehension by the Users.

The Organization declares that it has kept the original elements of all the online content it published, on any media of its choice. Regardless of the number of people involved in a given Project, a Project is always managed by a single, individual, and clearly identified Project Manager (the “Director”, administrator account), sole beneficiary of the rights and responsible for the obligations attached to the account and to the Project.

V.3.2. Donations and Signatures

Donations and Signatures are made through the Site. The collection of Donations is made on a Payment account as defined in Article III.
Donations collected off-site, dedicated to the Project and received directly by the Organization, may on the explicit instruction of the Organization, which assumes full responsibility for it, be integrated to the Donation management monitoring tool, as well as the Gauge and display of campaign targets, based on a document containing the Patron’s contact details and certifying his Donation to the Organization for the benefit of the Project.

By default, COMMEON communicates to the Organization the individual amount of each Donation, information on the identity and contact details provided by each Patron, in particular to enable the Organization to issue its tax receipt and the proposed Counterparties. Likewise, COMMEON shall provide the Organization with information on the identity and contact details provided by each Signatory, in particular to enable the Organization to inform the Signatory of the development of the supported Project.

The Participant can opt for specific privacy options. In this case only the elements authorized by the Participant will be communicated to the Organization.

COMMEON provides a technical tool to edit tax receipts in accordance with the regulations in force. The receipts can be edited after receipt of the confirmation of the successful execution of the transaction, and following instructions of the Organization. The receipts published by the Organization using the solution proposed by COMMEON follow an incremental numbering within a range defined by COMMEON. The incremental numbering begins with the prefix “CT” associated with a unique number for each tax receipt.

In case of withdrawal or opposition to a transaction, the Organization and the Patrons are informed by e-mail of the non-eligibility of the Donation and, therefore, of the obsolete nature of the receipt.

COMMEON provides the Organization with a professional interface for monitoring the aforementioned elements.

In addition to these TOS and the subscribed offers, COMMEON may perform additional quoted services, and special conditions may apply for certain services. When special conditions apply, they are specified in an agreement between COMMEON and the Organization.

V.3.3. Communication

The Organization mobilizes the public on the act of crowdfunded patronage related to the Project, through events, sending newsletters to its contacts, press campaigns, communications on its social networks. In order to guide and mobilize Donations, and promote the results, the Organization shall insert a URL to the Project on its own website (on its homepage and/or sponsorship, partnership pages, etc.), and mention COMMEON on all communication media citing the Project (website, newsletter, blog, social media, flyers, posters, programs, press releases, etc.).

COMMEON recommends the appointment of a Project manager by the Organization, to serve as referring interlocutor for COMMEON. The Organization shall do its best to inform and mobilize the necessary internal resources around the Project (especially Finance and Accounting, Marketing and Communication, Public).

The Organization is invited to update its Projects regularly and to share with the Users information concerning the progress of its Projects and their implementation. It will keep its Patrons informed of the major progress of its Projects, even after the end of the Collection Period.

The Organization will communicate with its Patrons at least once a year for the Annual Programs and the Donation Modules, at least once at the end of the campaign for Fixed Term campaigns and objective, and as far as necessary, information containing the essential elements of the follow-up of the impact of the Donations made in its favour with the available tools.

The Organization undertakes to comply in all its actions and communications with the letter and spirit of the 2003 patronage law, which is the basis of COMMEON’s activity to promote crowdfunded patronage. In particular, it shall respect the obligations of serving the public interest and long-term action, and shall not divert the message of crowdfunded patronage for commercial purposes or third party patronage.

 
V.4. Commitments of the Organization

According to the current legislation, the Organization is authorized to receive Donations under the provisions of the Tax Code and Articles 200, 238 bis, and possibly V 885-05 [ISF], and issue a tax receipt to each Patron.

All Donations made through the Platform are concluded between the Organization and the Patrons. The presentation and execution of a Project and the collection of Donations shall not constitute a binding agreement between the Participants and COMMEON;

The Organization ensures having authority to carry out the proposed Projects and to provide the Compensations in accordance with laws and regulations. The Organization is accountable to the Patrons, COMMEON, third parties and the competent authorities for any violation of regulations applicable to the Projects and Compensations according to their nature.

The Organization shall submit its Personal Account to the Registration procedure in order to use the raised funds. The registration procedure implies sending to COMMEON the identity elements attesting to the authenticity of the identity it has initially declared to the Website, and those listed in Article III. PAYMENT ACCOUNT, in compliance with the provisions of Article II.2.

The Organization is committed to maintaining its Project on the Website during the Fundraising period. The Organization is committed to fulfil all its obligations vis-à-vis the Participants, especially to complete the Project as originally defined and provide the Compensations as described in the Project, if any. If the Organization is, for any reason, unable to complete the Project, it expressly agrees to fully refund Patrons at its own expense. The full operational and financial burden of the Compensations is borne by the Organization. If the Organization agreed to provide Compensations and is unable to do it for any reason, it expressly agrees to provide at its own expense a satisfactory alternative to Patrons and accepts that COMMEON shall provide no assistance in this process. If the Organization reimburses a Patron, it shall be released from the obligation to deliver all or part of the promised Compensations.

The Organization expressly acknowledges that it is solely responsible for all accounting, tax, and social treatments relating to the Project, including the amounts collected through COMMEON; the Organization shall manage its obligations, and not rely on COMMEON's advice in this regard.

The Organization agrees: - To communicate to COMMEON all documents certifying this authorization (decrees, ministerial or prefectural decision); - To strictly comply with all applicable regulations relating to Donations eligible for tax reduction, particularly Articles 200, 238 bis and 885-0 V bis A of the General Tax Code; - To ensure, in the event that the Organization offers Compensations in kind to Patrons, that the value of the Compensations (the “value of the Compensations” shall be understood as the public price taxes included of the relevant Counterparty or its cost if the Counterparty does not exist for sale) is less than 25% of the Donation considered within the limit of 65 Euros for individuals (this limit of 65 euros is not applicable to businesses); - Using the tools made available on COMMEON’s Website or through other means, to send a completed tax receipt to each Patron, dated and signed by the Organization, which shall be established on the model of the “Cerfa No. 11580*03” available on the site http://vosdroits.service-public.fr.

In any event, COMMEON shall be protected by the Organization against any claim and/or request of Patrons and/or any third party, including the tax administration in this regard.

When the Organization permits, COMMEON shall provide the tax receipts issued by the Organization to the Patrons in their Personal Account.

The Organization shall transmit the tax receipts to their Patrons no later than 2 months after the end of the Campaign in the case of a Fixed Term and Target Campaign and at the latest in January of year Y+1 for Donations relating to the annual Programs made in year Y.

The Organization is informed that, when realizing a fundraising campaign on the Platform, it may have to comply with obligations, in particular with regard to declaring a call for public generosity.

The Organization shall make the necessary declarations to the competent authorities. In particular, the Organization will likely have to file a declaration to the prefecture of its registered office, and establish an annual use of the resources collected from the public, specifying in particular the allocation of Donations by types of expenses. This account shall be deposited at the registered office of the Organization to allow consultation by any member or donor at their request, it shall be appended to its annual accounts, and beyond a certain level of fundraising (€ 153,000 of donations for the year on 01/01/2014), it shall be certified by an auditor and published in the Official Journal.

It is therefore recommended that the Organizations approach these relevant organizations to obtain any information regarding their criteria and obligations.
 
V.4. Rules applicable to the content

Throughout the operations, the Organization shall remain responsible for the visual identity it creates around the Project, and the implementation of its communication to its audiences, in accordance with its charter and its goals.

COMMEON holds no ownership or other rights on the Project and its contents, which remain the exclusive property of the Organization.

The Organization shall grant COMMEON and its partners, on an exclusive and free basis, for the World and for the duration of this Agreement, the rights specified below, in order to allow COMMEON to provide its service as a broadcast on the Internet, on mobile networks and/or any other current or future communication system open to the public.

As such, the Organization shall grant COMMEON and its partners rights, in particular to:

a) Reproduce directly or indirectly any part of the contents of the Project, by any means or process, in any form and any known or unknown media on the Website and/or its Partners’ sites;

b) Represent directly or indirectly all or part of the Project content, on any network, using any process, in any known or unknown form, optionally in combination with other works of any kind;

c) Adapt directly or indirectly all or part of the Project content, including the rights to conduct rankings of the Project content hosted on the Website and publish them on the Website and also on the Partners’ sites, in particular to provide Participants with a greater access to the Project; - Present the content of the Project in particular to make them available on the Website and also on the Partners’ sites; - Carry out directly or indirectly and upload online extracts from the Project.

The Organization also expressly authorizes COMMEON and its Partners to promote and/or advertise the Project, and publish the content of advertisements, commercials, and/or promotions relating to the Projects or its service.
 
V.6 Exclusivity

The Organization agrees to offer its Fixed Term and Target Campaign Projects presented on COMMEON on no other crowdfunding or online donation Platform during the Fundraising period, and not to use another fundraising provider relating to the said Project except with the prior written consent of COMMEON. The Organization agrees to use the Website for the fundraising related to the said Project during the Fundraising period, excluding an exclusion list that shall be defined by common agreement in the special conditions.
 
V.7 Remuneration of COMMEON, billing and payment

No fees shall be borne by the Patron in addition to the amount of the Donation.

COMMEON is remunerated by the Organization. This remuneration comprises:

- A percentage (or commission) on the amount of the Donations collected through the Platform, and the Donations integrated with donations tracking management tool, in compensation for its tool, transaction services, and payment processing, and fraud protection fees. The Commission therefore includes costs of payment, collection and logistics of donations according to their different modes of regulation.

The Commission is:

- 8% (excl. tax) of the funds raised by Organizations choosing to subscribe to the basic “Fundraiser” offer
- 4% (excl. tax) of the funds raised by Organizations choosing to subscribe to the “Super fundraiser” or “Multi-sites” offers

In all cases, “Fundraiser”, “Super Fundraiser” or “Multi-site” offers, the Organization's account is linked to one and only one Payment account, and one and only one tax receipt template.

- When subscribing to the “Super fundraiser” or “Multi-sites” offer, a monthly subscription of € 330 excluding tax. This subscription is valid for a period of one year and is tacitly renewable.

- When subscribing to the “Multi-sites” offer, registration fees of € 250 excl. VAT per “sub”-structure.

- A flat rate of € 4,500 excl. tax for a Voting operation using the Expert option, or € 6,500 for a Voting operation using the Premium option.

VAT is charged on top of this percentage.

COMMEON and the Organization may agree on support and consulting services provided by COMMEON, or additional management features, under special terms.

V.7.2. Billing and Payment

The billing and the transfer of Donations follow the periodicity detailed below:

Billing of the Commission:

The Commission is billed and debited whenever funds are transferred from the intermediary account opened by the Payment Institution to BNP PARIBAS, using the bank details provided by the Organization to COMMEON. The Organization expressly mandates the Payment Institution to pay COMMEON the commission it owes. The periodicity is as follows:

· For Annual Programs and Donation Modules: every three months after the end of the previous month (corresponding to each calendar quarter - 31/03, 30/06, 31/10, 31/12);
· For Fixed Term campaigns and objective: after the end of the campaign, once all the commitments have been fulfilled.
 
Subscription billing (“Super Fundraiser” or “Multi-sites” offer”):

Monthly subscriptions are subject to monthly billing and direct debit according to the direct debit mandate communicated to COMMEON by the Organization.

In the event of termination of the subscription by the Organization, the Commission will be 8% (excl. VAT) of all donations made in the month(s) on which the subscription payment was not made. In addition, COMMEON will unpublish the fundraising projects of the Organization.

Registration fees (“Multi-site” offer):

Registration fees are billed by COMMEON when creating each “sub-“account of a multi-site structure, and payable by wire transfer upon receipt of the invoice.

In all cases, “Fundraiser”, “Super Fundraiser” or “Multi-site” offers, the Organization's account is linked to one and only one Payment account, and one and only one tax receipt template.

When subscribing to a “Multi-site” offer, all the invoices are sent to the parent Organization that has subscribed to the Multi-sites offer. The later shall then if required bill all or part of these fees to the sub-structures it hosts.

Fixed fees (Expert or Premium voting option):

Fees are charged 50% on order, 50% on delivery, and payable by wire transfer upon receipt of invoice.

The specific services will be payable by wire transfer upon receipt of invoice according to the terms of the special conditions

 
VI. LIABILITY
 
VI.1. For all its services, COMMEON is subject to an obligation of means and not of result. The service provided by COMMEON is a technical service relating to its role as an intermediary. In no event can COMMEON be held liable for a direct or indirect failure of an obligation to advise.
 
VI.2. COMMEON shall in no event be liable for any damage resulting partially or totally from non-compliance with these Terms of Service. The Participant is responsible for any direct or indirect damage, whether material or immaterial, caused to COMMEON and/or any of its Partners.
The Participant agrees to indemnify COMMEON and its right holders, against all losses, expenses, damages, and costs, to a reasonable extent, that may result from non-compliance with the Terms of Service.
 
VI.3. COMMEON shall not be held liable for activities performed and information stored by the Organizations or any Platform User.
 
VI.4. COMMEON shall not be held liable for activities performed or information stored illegally if it was not aware of the illegal nature thereof or if, upon being aware thereof, it promptly withdrew such information or prohibited access such information.
 
VI.5. Regardless of the nature, grounds, and modalities of an action that may be taken by the Platform User, except in cases of gross negligence or fraud, the liability of COMMEON is limited to direct and foreseeable damage suffered by the User and caused by any breach of its obligations hereunder or under the law, and cannot exceed one hundred euros throughout the duration of the service provision.
 
VI.6. COMMEON shall in no case be held liable for any direct and/or indirect damages, such as commercial loss, loss of customers, missed donation or loss of chance, any commercial issue, loss of profit, loss of brand image suffered by a User, or a third party, and that could result from the services provided by COMMEON or the implementation or unavailability of those services. COMMEON does not guarantee the availability or performance of the Platform.

Any action against a User by a third party is assimilated to indirect harm, and therefore does not qualify for compensation other than the abovementioned maximum amount of one hundred euros.
 
VI.7. Users acknowledge that the above limitations of liability and warranty ensure that risks and responsibilities are reasonably allocated between the parties considering the context and financial terms surrounding the Platform.
 
VI.8. The content of the Project, its presentation, and its monitoring elements (news, etc.) are developed by the Organization under its own responsibility. COMMEON does not take part or bear any contractual responsibility in the Projects, nor in the provision of Compensations. COMMEON shall not be held liable for the actions or omissions of the Organizations, which remain solely responsible for all of the terms of the Project vis-à-vis the Patrons.

The Organization undertakes to indemnify COMMEON against all damage suffered that would be charged against it in connection with a Project, and provides a limitless guarantee against any action for damages that may be taken against COMMEON by a Patron, a Participant, or any third party due to the presentation, the implementation, or completion of a Project and the Compensations presented on the Website. The charge of insurance relating to the Project (all risk public liability insurance, including cancellation) is borne by the Organization.
 
VI.9. Tax consequences of non-compliance with applicable regulations, including tax regulations, by the Participants are the sole responsibility of the Participants.
 
VI.10 COMMEON has no systematic control and assumes no liability in connection with:
i. The quality, compliance of a Project with the law or the suitability of the Compensations proposed by the Organizations;
ii. The reliability, accuracy, or legality of any information relating to Compensations or identification of Participants;
iii. The professional qualification of the Organizations;
iv. The solvency of Participants.
 
 
VII. SANCTIONS
 
The Participant agrees, under penalty of immediate suspension of their Personal Account without notice:

- Not to create or use other accounts than that initially created and assigned on the Website, either under his/her own identity or that of a third;

- Not to create a false identity likely to mislead COMMEON or any third party and not to impersonate another person or entity.

In case of provision of false, incomplete, misleading, or out-dated information, in case of violation of the Terms of Service or any unlawful conduct, COMMEON reserves the right to withdraw the content from the Platform immediately without notice and/or suspend or delete the Personal Account of the Participant, or take other appropriate measures against him/her. These measures may consist of a warning, interruption, or cancellation of the registration on the Platform.

Under Article 6 of Law No. 2004-575 of 21 June 2004, COMMEON is not bound by any general obligation to monitor the information and content available on the Platform or by any general obligation to seek facts or circumstances indicating illegal activities.
In the event that a Participant becomes aware of a violation of laws and regulations on the Platform, and in particular the presence of content advocating crimes against humanity, inciting racial hatred, violence, child abuse and, in general, against human dignity, they shall notify COMMEON immediately at mecenes@commeon.com and provide information identifying the offending content and/or author.

Any Participant agrees to indemnify and hold COMMEON harmless against the consequences of any claim from a third party associated with non-compliance by the Participant with the Terms of Service, laws and regulations, an intellectual property right, or for the cancellation of a Donation by the Participant concerned. The Participant agrees to provide its full cooperation in the processing of the claim of another Participant against him/her.
 
 
VIII. EVIDENCES
 
Computer records and “logs” stored by COMMEON, in accordance with the accepted standards of safety, are, unless indicated otherwise, considered evidence of communications, agreements, and payments between the parties.
 
 
IX. PLATFORM MANAGEMENT
 
IX.1. Closing the platform

COMMEON reserves the right, including but not limited to corrective, evolutionary or maintenance reasons, to temporarily suspend access to the Website or any part thereof.

COMMEON may terminate, at its sole discretion, the operation of the Platform after having previously notified the Participants at least one (1) month in advance, and COMMEON may not be held liable for this decision, for any reason whatsoever.
 
IX.2. Amendments to the Terms of Service and evolutions of COMMEON

COMMEON reserves the right to amend these Terms of Service and to change the characteristics (including technical characteristics) of the tools provided on the Platform at any time.

The Participant shall be informed of the amendments to the Terms of Service on his/her Personal Account within a minimum of seven (7) days prior to their entry into force, unless linked with a mandatory order or court decision, in which case they shall come into effect immediately.

The Participant acknowledges and agrees that its use of the Website after the date of amendment means its express and unreserved acceptance of the amendments and changes. 
 
X. GENERAL PROVISIONS
 
Partial invalidity: Any provision of the Terms of Service that may be declared invalid or illegal by a competent judge shall be without effect, but its invalidity shall not affect other provisions of the Terms of Service or affect the validity of the Terms of Service as a whole or in its legal effects.

Force majeure: Participants shall not be held responsible, or considered to have breached the provisions of the Terms of Service for any delay or failure when the cause of the delay or failure was due to a case of force majeure as defined by the jurisprudence of the Court of Cassation.

COMMEON cannot be held liable to the Participant or any third party of possible degradation, suspension, or interruption of operation of the Tools due to a case of force majeure, the actions of a third party or Participant, as well as unavoidable contingencies arising from technology and the complexity of implementing the tools.

In case of force majeure, the obligations of COMMEON and the Participant are suspended for all its duration.

Independence of Participants: The Participant acts on the Platform independently and its registration does not mean that the Participant is a subordinate, an agency, a de facto company or holding or a representation.

Assignment: COMMEON reserves the right to transfer to any company of its choice all or part of the rights and obligations arising between COMMEON and the Participant, after having informed the latter

Transfer: COMMEON reserves the right to transfer to any company of its choice all or part of the rights and obligations between COMMEON and the Participant, after notification to the latter.
 
 
XI. COOKIES
 
COMMEON may use cookies and/or invisible GIF files in order to obtain information about the Participants and to improve the performance and functionality of the Platform as well as those of some tools.

COMMEON expressly invites the User to consult its Personal Data Protection Policy, which forms an integral part of these GCU, in order to be aware of COMMEON's cookie policy.

In case the Participant does not wish his personal information to be collected through cookies, he/she may disable support for cookies in his/her browser. This may however reduce the performance and functionality of the Platform and the Tools. 
 

XII. DATA PROCESSING AND DECLARATION TO THE CNIL
 
The personal data collected and subsequently processed on by the Website are those that the Participant voluntarily transmits to the Website, including through registration forms. COMMEON expressly invites the User to consult its Personal Data Protection Policy which forms an integral part of these GCU
The Participant agrees to provide accurate, current, and complete information, to reflect any corresponding changes on his/her Personal Account immediately, and to promptly inform COMMEON if necessary.
The Website and the personal files were the subject of a declaration to the CNIL on 19/03/2014 under number 1751471, according to law number 78- 17 of 6 January 1978 on computers, files, and freedoms.
In accordance with Articles 38 and subsequent of the law, the User who completed an online registration form has a right of information, opposition, access, and rectification of his/her own data.
The User’s right is exercised by sending a letter by ordinary post to the registered address indicated above, or by email at: mecenes@commeon.com, stating his/her first name, surname, date of birth, address, email, and password.
 
 
XIII. JURISDICTION AND GOVERNING LAW
 
These Terms of Use are governed in accordance with French law, regardless of the country of residence of the Patron or the Organization and regardless of the execution territory of the Counterparty and the corresponding payment. Only the French version of the Terms of Service shall prevail.
The competent courts for any dispute relating to the application, interpretation, or termination of these Terms of Service are the courts of Paris.
 
 
XIV. DURATION
 
These Terms of Service shall apply for the duration of use of the services of COMMEON by one of the parties, including the opening period of the Personal Account or the interactions of the party as a User, Participant, Patron, or Organization.

LemonWay - Crowdfunding General Terms of Service - Version 2017

CROWDFUNDING

PAYMENT SERVICES FRAMEWORK AGREEMENT

GENERAL TERMS AND CONDITIONS OF USE OF PAYMENT SERVICES

CROWDFUNDING

2017 VERSION

Concluded between

The Account Holder on one hand

and,

LEMON WAY, a simplified joint stock company [société par actions simplifiée – SAS], registered under the SIREN number 500 486 915, with capital of 867.169,89 euros and registered office located at 15 rue de la Beaune, 93100 Montreuil, in France, (hereinafter referred to as ‘LEMON WAY’), registered with the ACPR, France, website http://acpr.banque-france.fr/) 61 rue Taitbout 75009 Paris, as a hybrid Payment Institution, under the number 16 568 J, on the other hand.

NOTICE

The payment services Framework Agreement is formed of these General Terms and Conditions of Use and the pricing conditions included in Appendix A.

These documents form an indivisible package and govern the Conditions of Use to be abided by Account Holders when using the payment Services provided by LEMON WAY.

In order to keep a copy of these documents, the Account Holder may, at any time, consult them, reproduce them, store them on their computer or any other device, send them by email or print them on paper. They may also request that a copy be sent to their address, free of charge, by LEMON WAY.

In accordance with applicable law, it is possible, at any time, to check LEMON WAY’s authorisation as a payment institution on the regafi.fr website. LEMON WAY’s internet site, as a payment institution, is as follows: www.lemonway.com

1 – SUBJECT

These “General Terms and Conditions of Use of Payment Services” may, at any time, be consulted on LEMON WAY’s website (https://www.lemonway.com). The aforementioned conditions govern the way in which LEMON WAY opens a Payment Account for an Account Holder and provides its payment services. Account Holders should read said conditions carefully before accepting them.

2 – DEFINITIONS

When the first letter of the terms used in these General Terms and Conditions of Use take a capital letter, regardless of whether they are in singular or plural form, they are taken to mean the following:

Beneficiary: legal or moral entity appointed by the Account Holder as the recipient of a transfer originating from their Payment Account. The Beneficiary must have an account opened with a third-party payment services provider. The Beneficiary may be the Account Holder.
Framework Agreement: a payment services Framework Agreement as defined in article L.314-12 of the French Monetary and Financial code, concluded between LEMON WAY and the Account Holder, comprising these General Terms and Conditions of Use and the pricing conditions included in Appendix A.
Payment Account: an account opened with LEMON WAY in order to record ingoing and outgoing payment Transactions, the fees owed by the Account Holder and any chargebacks related to these Transactions, as well as to settle said amounts on the date of their recording in order to produce a net balance.
Payment Transaction: an action involving the wiring, transfer or withdrawal of funds from or to a Payment Account, regardless of any underlying obligation between the payer and the Beneficiary.
Payment Order: approval from the Account Holder granted in accordance with the customised plan and procedures agreed between the Account Holder and LEMON WAY, in order to authorise a payment Transaction.
Partner: a trading company operating from the Partner Website, appointed as an agent by LEMON WAY.
Provision: amount available as credit on a Payment Account that may be allocated to the execution of future payment Transactions, as determined by LEMON WAY after taking into account pending payment Transactions and blocked fund amounts, set out in article 5.
Third-party payment services provider: a payment services provider, approved by a competent authority within the European Economic Area, that has opened a bank or Payment Account for the Account Holder.
Payment Services: services provided by LEMON WAY under the Framework Agreement, including the execution of transfers and the acquisition of payment orders by card and bank transfer, as well as the cashing of cheques.
Internet Site: Refers to the website https://www.lemonway.com/, through which LEMON WAY provides its payment Services.
Partner Website or Website: Refers to the website and/or application operated by the Partner to enable people, the details of whom are indicated in the Open an Account form, to participate in crowdfunding or make donations.
Account Holder: Person or entity with a Payment Account that enables them to pay and/or receive crowdfunding or donations.

3 – OPENING A PAYMENT ACCOUNT

The Account Holder must comply with the conditions of opening an account, as described below.

3.1 – Account Holder’s Prior Statement

The Account Holder, a moral or natural person of legal age and capacity, expressly states that they are able and/or have received the necessary authorisation to use the payment Services provided by LEMON WAY and guarantees the latter against any liability resulting from a false statement.

The Account Holder declares that they are acting on their own behalf. The Account Holder must use the services provided by LEMON WAY in good faith, solely for legal purposes and in accordance with the provisions of the Framework Agreement.

The Account Holder, a natural person, states that they are a resident in France or the European Economic Area.

The Partner states that they are registered to operate and market its business in France or in a member State within the European Economic Area, pursuant to LEMON WAY’s approval.

For any other country of residence or registration, LEMON WAY may still inspect the request to open a Payment Account in order to ensure its compliance with the geographic scope of its accreditation. The list of countries in which LEMON WAY is authorised to operate as a Payment Institution is available, at all times, on the website https://www.regafi.fr.

The Account Holder states that they meet the VISA and MASTERCARD rules, particularly with regard to their commercial activity. Upon entering into a business relation, the Partner is provided with a business declaration and risk classification form, which they then sign. The Partner’s business must be legal at all times and match the nature of business declared in the aforementioned form. All commercial activities that LEMON WAY does not accept, including those that are legal, are listed on the aforementioned form.

3.2 – Communication of identification documents

A new customer, as a legal entity, wishing to become a Payment Account Holder, must provide the following information (The list of documents required at the start of the relationship is non-exhaustive):

A description of the business,
A K-BIS document or equivalent under foreign law,
The company statutes, certified as true copies by the managing partner,
A proof of identity and address from the officer who signed the Framework Agreement,
The list of people in possession of more than 25% of the company’s capital.

A new customer, in the form of an association wishing to become a Payment Account Holder, must provide the following information (The list of documents required at the start of the relationship is non-exhaustive):

A copy of a valid, legible form of identity, deemed acceptable by LEMON WAY, from the officer who signed the Framework Agreement.
A proof of address from the signee dated less than 3 months (bill from a utility company, landline telephone operator or ADSL/cable TV provider or tax payment receipt received within the last 3 months, or a rent receipt including the lessor’s full details),
A copy of the association’s activity authorisation,
The association’s statutes.

A new customer, in the form of a natural person, wishing to become a Payment Account Holder, must provide the following information (The list of documents required at the start of the relationship is non-exhaustive) :

A copy of a valid, legible form of identity, deemed acceptable by LEMON WAY, such as an identity card or passport.
A proof of address from the signee dated less than 3 months (bill from a utility company, landline telephone operator or ADSL/cable TV provider or tax payment receipt received within the last 3 months, or a rent receipt including the lessor’s full details),

It is duly specified that any new customer or Account Holder may be requested to provide the following documents:

Prior to certain transfers being debited from the Payment Account, a copy of the 1st page of the bank statement, confirming the bank identification information for the Beneficiary’s account.
Beyond a certain threshold, a copy of a second form of identity.

The Account Holder may authorise a third party, either in writing or on a durable medium, to communicate these documents to LEMON WAY on their behalf. They will use the Open an Account form to indicate the legal name of the trading company appointed for this purpose. LEMON WAY reserves the right to request any other document or additional information that may be required to carry out the necessary checks and ensure compliance with legal obligations, including those involving anti-money laundering.

The Account Holder accepts that the Partner Website may be used to send these documents to LEMON WAY by email (emails sent to justificatif@lemonway.com), by digital transmission and upload onto LEMON WAY’s computer systems, or by post to the address of the headquarters indicated on the first page.

3.3 – Terms of signature of the Framework Agreement

The form for opening a Payment Account must be signed by the Account Holder after they have read and understood the terms of the Framework Agreement. In doing so, the Account Holder may either insert their handwritten signature on a printed version and send it to LEMON WAY’s headquarters by post, or use the electronic signature module provided on the Partner’s Website. However, if the Account Holder is acting on behalf of a business, they may accept the Framework Agreement by any other means. In such a case, the Account Holder must have carefully read, understood and accepted the Framework Agreement in its entirety.

3.4 – Acceptance/refusal to open a Payment Account

LEMON WAY may refuse to open a Payment Account for any reason without having to justify their decision. Such a refusal shall not result in the payment of damages.

Subjected to the express and written authorisation of the legal representative, the minor under eighteen (18) years old may open a payment account.

The required identification documents shall be those of the legal representative who has given his or her express and written authorisation.

The Partner Website may inform the Account Holder by email of LEMON WAY’s acceptance or refusal to open their Payment Account. As soon as their request to open a Payment Account has been accepted, the Account Holder will be able to log into the Partner’s Website to check that their Payment Account is open.

4 – CREDITING A PAYMENT ACCOUNT

4.1 – By cheque, bank transfer or card

As soon as the account has been opened in their name by a third party payment services provider, the Account Holder may begin paying money into its Payment Account by bank transfer, endorsed checks made payable to LEMON WAY or by bank card, with a view to transferring the funds by credit transfer to the Payment Account of another Account Holder. These two payment Transactions are considered indissociable.

LEMON WAY may refuse to register a bank card or payment card or may, at any time, cancel the backup of such information as a security measure. In this case, the Account Holder must enter their bank card or payment card details each time they wish to pay money into their Account.

LEMON WAY may at any time refuse to accept an incoming payment from a high risk and non-cooperative jurisdiction in accordance with the FATF public statement; from countries considered as tax havens by the European Union; from persons appearing on the Unique Freeze List from the Directorate-General for the Treasury, the European Union Freez List and the FOCA Freeze List.

In order to protect the Account Holder, LEMON WAY sets credit ceilings, which may be more restrictive than the Account Holder’s ceilings. LEMON WAY sets single ceilings per day, per month and per year, as well as all forms of restriction necessary to prevent fraud.

The Account Holder is hereby informed that any payment Transaction that is likely to surpass the ceilings applied will be automatically rejected by LEMON WAY.

For any Transaction made by bank or payment card that may entail an outstanding, rejected or blocked payment, LEMON WAY will automatically deduct the corresponding amount from the net balance of the Payment Account. If the net balance does not contain sufficient funds, LEMON WAY is authorised to use all necessary means against the Account Holder in order to recover the outstanding amount. Furthermore, LEMON WAY is entitled to refuse to carry out all future remittances made using the card that gave rise to the incident.

In addition, LEMON WAY will debit the Account Holder’s Payment Account for rejected payment Transactions and other penalties that may be imposed by VISA or MASTERCARD.

4.2 – Deadline for registering funds on the Account

LEMON WAY will register the funds resulting from the acquisition of a payment Order by card or credit transfer as soon as possible, and no later than by the end of the working day they were received by LEMON WAY, in accordance with article 4.1.

5 – DEBITING A PAYMENT ACCOUNT BY TRANSFER

5.1 – Initiating a payment Order

LEMON WAY provides a payment service that enables Account Holders with a Payment Account to instruct LEMON WAY to carry out a transfer, on the condition that the Account Provision is greater than the total transfer amount (fees included). In the event that the Provision is insufficient, the payment Order will be automatically refused.

The available Provision corresponds to the net balance of the Payment Account, excluding the blocked Provision and outstanding Transactions. The blocked Provision amount is determined by LEMON WAY in order to cover possible chargebacks arising from a stop payment Order. Such a stop payment order may take effect within 13 months of the debit being made on the Account.

The payment Order must include the following information:

The amount in euros (€)
The surname and forename of the Beneficiary;
The number of the account opened with the Beneficiary’s payment services provider.
The Account Holder recognises that the currency of its Payment Account is different to that of the Beneficiary’s account, into which it is transferring the funds. As such, currency exchange charges will be deducted by the Beneficiary’s payment services provider. The Partner and the Beneficiary’s payment service provider are responsible for informing the Beneficiary of the fees and execution times before any acquisitions of Orders involving currency exchange charges are carried out. The Partner must communicate this information to the payer Account Holder

LEMON WAY shall not be held liable if the bank details sent for transfer requests are incorrect or not up to date.

5.2 – Irrevocability of a payment Order

In accordance with article 5.1, a payment Order effectively issued by an Account Holder is irrevocable once the single-use code has been entered, after which the Account Holder cannot request its cancellation.

It is hereby specified that the Account Holder may initiate a batch Order, including a transfer of funds by card (initiated in compliance with article 4.1 above) and a payment Order by transfer to the Payment Account of the Beneficiary selected on a given date. As explained in article 4.1, the payment Order will be deemed irrevocable as soon as the card details have been entered.

5.3 – Applicable standard in the identification of the Account Holder

The Account Holder is subject to the following standard:

– If the Account Holder is a private individual, they are hereby informed that

LEMON WAY will ask the Account Holder to provide additional identification documents.

– If the Account Holder is a legal person, LEMON WAY will automatically request all the identification documents required prior to opening their Payment Account.

Any payment Transaction without identification documents will be automatically rejected by LEMON WAY.

In the event of a risk of fraud, LEMON WAY may, at any time, activate other ceilings or blocks applied to Orders.

LEMON WAY reserves the rights to reverse a payment Transaction if the transfer of funds made by bank or payment card for the purposes of crediting the Payment Account is rejected or cancelled by the card issuer.

5.4 – Execution times

In accordance with the decree of 29 July 2009 and under article L.314-2 of the Monetary and Financial code, the maximum execution times for payment services are as follows:

If it is made out in euros and intended for a credit institution located in a European Union member state, a payment Transaction initiated on a given working day will be executed by LEMON WAY no later than the following working day;
If it is made out in euros and intended for another Payment Account, a payment Transaction initiated on a given working day will be executed by LEMON WAY no later than said working day.

6 – REPORTING

6.1 – By transaction

When a payment Transaction is carried out, LEMON WAY or the Partner Website automatically sends a Transaction confirmation email to the Account Holder who initiated the payment Order. This email contains all information relating to the payment Transaction that was communicated to LEMON WAY, such as: the Beneficiary’s identity, the payment Transaction description, amount, date and time, as well as the applicable payment conditions.

6.2 – Account statements

All payment Transactions are displayed within an account statement, which is updated in real time for each Payment Account. The Account Holder may consult their account statement through the Partner Website.

The Account Holder will have access to the Payment Account statements, displaying all registered incoming and outgoing payment Transactions for this Account.

The consultation period lasts for two (2) years, in addition to the current year. LEMON WAY will keep all records and documents relating to the payment Transactions carried out on an electronic archiving medium for the statutory time limits.

7 – CONTRACT DURATION AND DATE OF EFFECT

The Framework Agreement comes into effect for an indefinite period as soon as the Account Holder has accepted these terms and conditions.

If the Account Holder is a natural person or meets the requirements of article D 341-1 of the Monetary and Financial Code for legal entities, they have fourteen (14) calendar days to withdraw from the Framework Agreement, free of charge. This short time frame starts the day the Framework Agreement is concluded, that is to say the day the Account Holder accepts these General Terms and Conditions. Within this withdrawal window, the fulfilment of the Framework Agreement cannot start unless expressly requested by the Account Holder. The Account Holder expressly acknowledges and accepts that any payment instruction they send to LEMON WAY prior to the expiration of this withdrawal window, constitutes an express request for the fulfilment of the Framework Agreement. The Account Holder will therefore not be entitled to cancel any payment instructions they send and confirm during this withdrawal window.

The Account Holder may exercise their right to withdraw without penalty or need for justification.

The Account Holder must notify LEMON WAY of their decision to withdraw by sending a registered letter with acknowledgement of receipt to LEMON WAY’s headquarters before the end of the fourteen-day window. If the Account Holder does not exercise their right to withdraw, the contract shall be maintained in accordance with the provisions of these General Terms and Conditions. Beyond this point, in order to terminate the Framework Agreement, the Account Holder must follow the termination conditions specified in article 19-.

8 – COMPLAINTS

LEMON WAY will not accept complaints pertaining to relations between Account Holders or between an Account Holder and a third party. This article of the Framework Agreement only covers complaints pertaining to the lack of or poor execution of a payment Transaction carried out by LEMON WAY.

Complaints (disputes, right to opposition, access and rectification, etc.) may be made freely, upon request and addressed to LEMON WAY at the email address: reclamation@lemonway.com or by written letter to the following address:

LEMON WAY

Complaints Department

14, rue de la Beaune

93100 Montreuil

Any dispute or request relating to:

information communicated by LEMON WAY under the Framework Agreement,
an error committed during the fulfilment of the payment Services or lack thereof,
an error committed by LEMON WAY in the deduction of commission, tax or fees,
must be notified to LEMON WAY by the Account Holder as soon as possible after the day the Account Holder becomes aware or is believed to have become aware of such an event or within any longer time frame specified by special provisions or by law.

In accordance with the ACPR’s 2011-R-05 recommendation of 15 December 2011, an acknowledgement of receipt will be sent within a maximum of ten (10) days. Complaints will be processed within a maximum of two months after receipt.

A complaints form is also available on our internet site: http://www.lemonway.com/reclamation

If an amicable agreement cannot be reached, the Account Holder, acting for non-professional purposes, may write to and approach an independent mediator to resolve disputes arising from this contract. The AFEPAME Mediator at 36 rue de Taitbout, 75009 Paris may be used without prejudice to other avenues of legal action.

9 – FEES

In return for providing the Account Holder with payment Services, LEMON WAY will receive remuneration, the amount and conditions of which are indicated on the Partner’s Website under the “PRICING CONDITIONS” tab. The prices indicated are final and include the Partner website’s and LEMON WAY’s commissions. They are not inclusive of tax.

Invoices, which are deducted from the Payment Account at the frequency indicated in the Pricing Conditions, are payable by the Account Holder in cash. If necessary, they will be deducted at the end of each month. The invoices are deemed to be net amounts and not inclusive of discounts.

The Account Holder is hereby informed that the processing fees for outstanding payments, rejections or oppositions may be deducted by LEMON WAY but no more than €150, in accordance with article L.133-19 of the Monetary and Financial Code.

Failure to pay an invoice by the required date will incur a late payment interest equal to three times the (EONIA) legal interest rate. Interest payments are calculated pro rata temporis over the period of a month (each month that has begun to be paid in full) and are accrued at the end of each calendar year.

LEMON WAY may amend the prices in Appendix A, subject to sending any form of notification to the Partner. The amendment may take effect within two months of the notification being sent to the Partner. If the monthly fraud rate exceeds 0.2% in volume, LEMON WAY may immediately amend the prices by simple notification or by terminating this contract in accordance with article 19-.

10 – SECURITY

10.1 – Notification obligation

It is the Account Holder’s duty to immediately inform LEMON WAY of any suspected fraudulent access or use of their Payment Account or of any event that is likely to result in such a use, including but not limited to: loss, accidental disclosure or hacking of their Payment Account login details or a non-authorised transaction.

This notification must be sent by email to the following email address: fraude@lemonway.com and must be confirmed by written post to the following address:

LEMON WAY

14, rue de la Beaune

93100 Montreuil

France

10.2 – Prevention

LEMON WAY undertakes to make every effort to prevent any other use of the Payment Account. The Partner is also responsible for the use of its own secure means of communication with the Account Holder.

10.3 – Use of cookies

LEMON WAY hereby informs you that cookies (files sent by the LEMON WAY server and saved on the internet browser’s computer hard drive) may be used within the framework of the payment Services. Above all, the purpose of these cookies is to improve the functioning, and particularly the speed, of the payment Service.

The Account Holder is hereby informed that they may refuse LEMON WAY’s use of cookies by modifying its browser settings, however this may affect the quality of their use of the payment Services.

10.4 – Disruption to payment Services

LEMON WAY undertakes to implement all reasonable means available to provide a permanent service. However, LEMON WAY does not guarantee continuous, uninterrupted access to the payment Service. Consequently, LEMON WAY shall not be held liable for any delay and/or total or partial inaccessibility to the payment Services if such events are caused by factors beyond its reasonable control.

The Account Holder is hereby informed that LEMON WAY may occasionally interrupt access to all or part of the Services in order to carry out repairs, maintenance or improvements,

in the event of a suspected hacking attempt, embezzlement or any other security risk,
upon request or instructions from competent, qualified individuals or authorities.
LEMON WAY may not, under any circumstances, be held liable for damage caused as a result of this suspended service.

As soon as normal service is restored, LEMON WAY will implement all reasonable means to process all pending payment Transactions as quickly as possible.

10.5 – Objection to a security measure

The Account Holder may file an objection by contacting LEMON WAY by email at support@lemonway.com or by phone on: +33 1 48 18 19 30

The objection will be assigned a registration number and will be stored for 18 months. Upon written request from the Account Holder, and prior to the expiration of this storage period, LEMON WAY will send a copy of this objection to said Account Holder.

LEMON WAY shall not be held liable for the consequences of an objection that was not filed by an Account Holder. An objection request is deemed to have been made on the date it was effectively received by LEMON WAY or any other person authorised by the latter for this purpose. In the event of theft or fraudulent use, LEMON WAY is authorised to request a receipt or copy of the filed complaint from the Account Holder, who undertakes to respond as quickly as possible.

LEMON WAY will block access to the Payment Account and will make the Account Holder’s Payment Account login details inoperative. New login details will be sent to the Account Holder the same way they were sent the first time upon opening the Payment Account.

11 – LIABILITY

In accordance with article L.133-22 of the Monetary and Financial Code, LEMON WAY is responsible, under articles L.133-5 and L.133-21 of said Code, for successfully executing payment Transactions for the payer Account Holder, until the funds are received by the Beneficiary’s third part payment service provider. In the event that LEMON WAY is responsible for a poorly executed payment Transaction, it will return the amount in question to the payer and will restore the debited account to the situation that would have prevailed if said poorly executed payment Transaction had not taken place.

In accordance with article 8-, if an Account Holder, acting for non-professional purposes, wishes to dispute a payment Transaction that they have not personally authorised, they must contact customer services as soon as possible after learning of the irregularity and no later than thirteen (13) months after such a transaction is registered within the payment Transaction Account. In the event that a security measure is used, non-authorised payment Transactions executed prior to notification of the objection are deemed the responsibility of the Account Holder acting for non-professional purposes, up to a limit of €150. However, LEMON WAY shall not be held liable in case of Account Holder misconduct, such as a wilful misconduct, or constituent of a serious failure to meet its obligations, a late communication of an objection or bad faith. In the event of a misappropriation or counterfeiting of its data, the losses resulting from payment Transactions processed prior to objection by the Account Holder acting for non-professional purposes will be borne by LEMON WAY, unless such losses are a result of the aforementioned misconduct. Payment Transactions carried out after objection by the Account Holder acting for non-professional purposes are borne by LEMON WAY, except for cases of fraud.

LEMON WAY does not have the right to cancel an irrevocable payment Order on the Account Holder’s request.

LEMON WAY shall not, under any circumstances, be held liable for indirect damages, such as commercial harm, loss of customers, commercial disruption, loss of profit or damage to brand image suffered by an Account Holder or third party, that may have resulted from the payment Services it provides. Any action brought against an Account Holder by a third party is treated as indirect damage and therefore does not entitle the former to compensation.

Unless otherwise stipulated in these General Terms and Conditions or mandatory laws, and without causing prejudice to other grounds for excluding or limiting responsibility defined by this contract, LEMON WAY may not, under any circumstances, be held responsible for any damage caused by a force majeure event or event beyond its control or any measure or legislative provision enforced by the French or foreign authorities. Force majeure events or events beyond its control are deemed to include, but are not limited to: a power cut, a fire or flood, a strike held by its staff or one of its subcontractors or providers, a malfunctioning of banking systems or bank card payment systems, a war, civil unrest, a riot or occupation of the territory by foreign forces, negligence on the part of a third party with regard to jurisprudence and the doctrine, such as the persons responsible for providing electricity or telecommunications services.

12 – PROTECTION OF CUSTOMER FUNDS

LEMON WAY will hold the available funds credited to the Account Holder’s Payment Account at the end of each working day in a holding account opened with LEMON WAY’s banking partners.

13 – DEATH – INACTIVE PAYMENT ACCOUNT – MANDATE

13.1 Death

In the event of the death of the Account Holder, LEMON WAY must be notified as soon as possible by the rightful beneficiaries or their authorised representative. If such notice is given verbally, it must be confirmed in writing. Upon receipt of this written confirmation, LEMON WAY will ensure that no further payment Transactions are executed and will proceed with the closure of the Account.

If the Provision held by LEMON WAY in the deceased’s name is greater than the fees required to cover withdrawal costs, the rightful beneficiaries may receive a reimbursement if they or their authorised representative are able to produce documentary evidence that, according to applicable law, establishes the devolution of the inheritance, as well as any other documents that LEMON WAY may deem necessary.

If no such transfer is made, for whatever reason, including the failure to provide LEMON WAY with supporting documents, the provisions of article 13.2 of this contract will be applied to the Provision.

13.2 Inactive account

A Payment Account is deemed inactive if:

the Payment Account has not processed any payment Transactions, excluding deductions made by LEMON WAY for fees and commissions of all kinds, for twelve (12) months, during which
the Account Holder, legal representative or person authorised by them to act on their behalf has not presented themselves to LEMON WAY, in any way, shape or form, or
within the twelve (12) months following Account Holder’s death. The Account Holder and its rightful beneficiaries are hereby informed of the consequences of such an event.
The assets registered on the inactive Payment Account are deposited in the Caisse des Dépôts et Consignations (Deposits and Consignments Fund) after a period of ten (10) years, starting from the date of the last payment Transaction, excluding amounts debited by LEMON WAY, such as fees and commissions of all kinds; except in the case of the Account Holder’s death, in which the assets registered on the inactive payment Account are deposited in the Caisse des Dépôts et Consignations after a period of three (3) years following the Account Holder’s death.

13.3 Mandate

The Account Holder may authorise and assign full responsibility to one person to carry out payment Transactions on their Payment Account, as defined in the mandate. The form is provided online by request and must be completed and sent back to LEMON WAY. The mandate will only take effect once LEMON WAY has received and accepted the duly completed form. The Account Holder will be notified of LEMON WAY’s acceptance by any means possible. It stops automatically after the Account Holder’s death. This mandate may be revoked on the initiative of the Account Holder, who will inform the authorised representative and LEMON WAY as such by registered letter with acknowledgement of receipt. The termination takes effect on the date that LEMON WAY receives the above-mentioned letter. Until said date, the Account Holder remains responsible for payment Transactions initiated on its behalf by the designated authorised representative.

The Account Holder expressly relieves LEMON WAY of professional secrecy with regard to the Payment Account data that may pertain to the authorised representative appointed by the mandate.

14- INTELLECTUAL PROPERTY

Under the General Terms and Conditions of this contract, no intellectual property rights regarding the use of payment Services or services rendered by LEMON WAY shall be transferred to the Account Holder.

The Account Holder undertakes not to infringe on the rights held by LEMON WAY, and will refrain from reproducing or adapting all or part of existing and future intellectual and hardware components and accessories produced by LEMON WAY, regardless of the medium used.

LEMON WAY has full ownership of all rights relating to the software used to provide payment Services. They are part of its trade secrets and confidential information, regardless of the fact that some of the components may or may not be protected under the current state of the law by intellectual property rights.

If applicable, the Account Holder and its staff shall regard LEMON WAY’s software and related documentation as intellectual work and will refrain from copying them, reproducing them, adapting them, distributing them free of charge or against payment, translating them into any other language or adjoining any object to them that does not comply with their specifications.

LEMON WAY has full ownership of the brand “LEMON WAY”. The Account Holder undertakes not to delete references to the “LEMON WAY” brand from any element provided or made available by LEMON WAY, such as software, documents or advertising banners.

15 – CONFIDENTIALITY

The Account Holder undertakes to respect the strictest confidentiality regarding all technical, commercial or other information to which he may become privy through the fulfilment of payment Services.

This duty of confidentiality will remain in effect for the duration of the Account Holder’s subscription to the payment Service and for the three (3) years following the termination of the Framework Agreement. This duty of confidentiality does not apply to information that is or may become available to the public through no fault of the Account Holder.

The Parties understand that payment Transactions are covered by professional secrecy, pursuant to article L.519-22 of the Monetary and Financial Code.

16 – COLLECTION AND PROCESSING OF PERSONAL DATA

LEMON WAY respects all the provisions that apply to the protection of personal privacy, particularly the law of 6 January 1978 relative to the protection of individuals with regard to the processing of personal data, as amended.

LEMON WAY collects and saves personal data that the Account Holder has willingly provided. As such, data deemed to be of a personal nature includes information regarding identity, telephone numbers, email addresses, place of residence, bank account or card number, transactions and transfers and the IP address used by a natural person’s computer.

The Account Holder is hereby informed and accepts that LEMON WAY, in its capacity as data controller, will process personal data for the purposes of:

respecting all applicable legal or regulatory provisions, particularly with regard to the prevention of money laundering and the financing of terrorism,
processing/managing and archiving payment Transactions,
monitoring and preventing payment incidents and irregularities (to prevent fraud and any other forms of abuse),
central customer management,
processing Account Holder requests,
carrying out tests, statistics and surveys,
training staff appointed to carry out payment Services,
monitoring service quality,
and offering new services.

The Account Holder is hereby informed that their personal data may be recorded on one or several files in accordance with applicable law and accepts that the data collected will be recorded and processed for the aforementioned purposes.

The Account Holder accepts that the personal data considered strictly necessary for the fulfilment of at least one of the above-mentioned purposes or for the requirements of applicable regulations, may be communicated by LEMON WAY:

to subcontractors and external service providers whose intervention is required,
to the Partner,
to the Beneficiaries of a payment Transaction,
to LEMON WAY’s commercial partners.
The Account Holder accepts that, in compliance with the previously defined conditions, its personal information may be communicated to the above-mentioned people in another country within the European Union or a non-European Union member state that provides an adequate level of protection with regard to the law in question.

The Account Holder has the right to access their personal data and is hereby informed that they may, at any time, consult the information they have communicated to LEMON WAY. The Account Holder has the right to rectify any inaccurate data that concerns them.

The Account Holder may exercise their right to object to LEMON WAY carrying out proposed processing operations relating to payment Services or other products or services promoted by LEMON WAY.

Right to opposition, access and rectification may be made freely, upon request, and addressed to LEMON WAY at the email address: reclamation@lemonway.com or by written letter to the following address:

LEMON WAY

Complaints Department

14, rue de la Beaune

93100 Montreuil

17 – AGREEMENT ON PROOF

The Account Holder and LEMON WAY both consider communications made by email as valid forms of proof.

All information saved in LEMON WAY’s computer databases regarding payment Orders and Transactions have, until proven otherwise, the same probative value as a hand-signed paper copy, both in terms of their content and the date and time they were produced and/or received. These unalterable, secure and reliable traces are embedded and saved within LEMON WAY’s computer systems.

Documents held by LEMON WAY that replicate this information, as well as copies or reproductions of documents produced by LEMON WAY, have the same probative value as the originals, unless proven otherwise.

18 – ACCOUNT SUSPENSION

LEMON WAY may pronounce the temporary and immediate suspension of a Payment Account for any reason, particularly:

if the Account Holder has not met the provisions of the Framework Agreement,
if the Account Holder has provided LEMON WAY with inaccurate, expired or incomplete identification information,
in the event of a risk of fraud, money laundering or financing of terrorism or a risk that may affect the Payment Account’s security,
in case of a significantly heightened risk regarding the Account Holder’s inability to fulfil its payment obligations,
in the event that LEMON WAY receives a significant number of repayments or payment Order cancellations or disputes against non-authorised Orders.

This decision shall be justified and notified to the Account Holder by any means possible. The purpose of suspending a payment Account is to protect the Account Holder and may not, under any circumstances, result in the payment of damages to the latter.

The payment Account will be reactivated at LEMON WAY’s discretion.

Depending on the seriousness of the failure to comply with the Framework Agreement, and particularly if the Beneficiary has sold illegal products, LEMON WAY reserves the right to terminate the Framework Agreement in compliance with the provisions of article 19.

19 – TERMINATION OF THE FRAMEWORK AGREEMENT

The Account Holder may automatically terminate the Framework Agreement, which will result in the closure of their Payment Account, by registered letter with acknowledgement of receipt, following compliance with a month’s notice. They must maintain a sufficient Provision in order to ensure the completion of pending payment Transactions, until they have been resolved, and all outstanding fees have been paid.

LEMON WAY may automatically terminate the Framework Agreement, which will result in the closure of their Payment Account, by registered letter with acknowledgement of receipt, following compliance with a month’s notice.

In the event of gross negligence by one of the Parties, the Framework Agreement may be terminated with immediate effect by simple written notification from the prevailing Party. Gross negligence by the Account Holder is understood to mean: communication of false information; engaging in illegal activity, contravening standards of public decency; money laundering or financing of terrorism; threats to agents of LEMON WAY or the Partner site; defaulted payment; failure to comply with an obligation of this contact; termination of relations between the Account Holder and Partner site; excessive debt or, for legal entities, the nomination of a special mediator and insolvency administrator to initiate rehabilitation or liquidation proceedings. Gross negligence by LEMON WAY is understood to mean: communication of false information; failure to comply with an obligation of these terms and conditions; the nomination of a special mediator and insolvency administrator to initiate rehabilitation or liquidation proceedings.

In the event of a modification to applicable regulations and their interpretation by the relevant regulatory authority that may affect the ability of LEMON WAY or its authorised representatives to carry out payment Transactions, the Framework Agreement will automatically be terminated. The Account Holder may no longer send payment Orders after the effective termination date. The Account may be maintained for a period of 15 months for the purpose of dealing with possible subsequent disputes and complaints. Payment Transactions initiated before the termination date will not be affected by the termination request and must be fulfilled under the terms of the Framework Agreement.

The termination of the Framework Agreement will result in the permanent closure of the Payment Account. The closure of a Payment Account will not give rise to any compensation, regardless of any possible damage caused by said closure. The Account Holder of the Account closed by LEMON WAY is not authorised, unless explicitly authorised by the latter, to open another Payment Account. Any Payment Account opened in violation of this provision may be immediately closed by LEMON WAY, without notice.

According to the Account Holder’s instructions, the Provision on the Account Payment subject to closure may be credited to said Account Holder, subject to outstanding payment Transactions and possible receivables, rejected transactions or objections. If a successor is appointed by LEMON WAY, the Account Holder may be encouraged to close their Payment Account and transfer the Provision to a new Payment Account opened with the institution designated as a successor.

LEMON WAY reserves the right to bring legal action to repair the damage suffered due to a breach of the Framework Agreement. The closure of the Payment Account may result in additional fees, within the bounds of article L.313-13 of the Monetary and Financial Code.

20 – MODIFICATION OF THE FRAMEWORK AGREEMENT

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

If the Account Holder fails to communicate an objection to LEMON WAY by the end of this two (2) month deadline, the former is deemed to have accepted said amendments. If the Account Holder rejects the proposed amendment, they may freely terminate the Framework Agreement, by written request, before said amendment comes into effect. This request does not affect the debits (charges, contributions, payments) owed by the Account Holder.

21 – GENERAL INFORMATION

Should administrative formalities be necessary for the fulfilment of these General Terms and Conditions, LEMON WAY and the Account Holder will provide each other with mutual assistance to regulate such formalities.

If one of the non-substantive stipulations of the Terms and Conditions is rendered null and void with regard to an effective rule of law, it will be deemed as not written, but will not invalidate these General Terms and Conditions.

No forbearance by either Party in relying on a breach by the other Party of any of its obligations under these terms and conditions shall be construed as a waiver of the relevant obligation for the future.

In the event of a difficulty in interpretation arising between any of the titles heading the clauses of the General Terms and Conditions, the titles will not be taken into account.

22 – APPLICABLE LAW AND COMPETENT JURISDICTIONS

These General Terms and Conditions are governed by French law.

Unless contradicted by a mandatory provision, any dispute relating to their fulfilment, interpretation or validity shall, by default, be brought before the competent courts in Paris.