Professionals particular conditions
Professionals Particular Conditions of the Framework Agreement for Payment Services
The Professional,, party of the first part,
Lemon Way, a French SAS (simplified joint-stock company) with share capital of €1,232,702.88, which registered office is located at 14 rue de la Beaune, 93100 Montreuil, France, and registered with the Bobigny trade and companies register under number 500 486 915 (hereinafter called «Lemon Way»), approved on 24/12/2012 by the Prudential Supervisory and Resolution Authority (“ACPR”, France, website http://acpr.banque-france.fr/ ), 61 rue Taitbout 75009 Paris, as a Hybrid Payment Institution, under number 16 568 J, party of the second part.
The Professional may consult these Particular Conditions at any time, reproduce them, store them on his computer or on another medium, transfer them by e-mail or print them on paper so as to keep them. In accordance with the law, it is possible to verify the approval of Lemon Way, as a payment institution, at any time on the website regafi.fr. The website of the Lemon Way payment institution is: www.lemonway.com.
These «Professionals Particular Conditions” are available at any time on the NEMURU’s Site. It governs the particular terms and conditions to be applicable to the Framework Agreement for Payment Services. The Professional should read the Professionals Particular Conditions carefully before accepting them.
Should a discrepancy arise between anything established in the Framework Agreement for Payment Services and these Professionals Particular Conditions, the latter will prevail.
When used with the first letter capitalised, the terms used in this Professionals Particular Conditions shall have the meanings defined below, regardless of whether they are used in the singular or plural form:
- Client: Natural person or legal entity who has hired the professional services of the Professional and who has requested a loan in order to pay the abovementioned services.
- Collaboration Agreement: The agreement subscribed between the Professional and NEMURU at this same time by virtue of which the Professional has hired NEMURU’s financial intermediation services.
- Framework Agreement for IT Services means the agreement entered into between Lemon Way and NEMURU by virtue of which Lemon Way provides IT Services in SaaS to NEMURU.
- Framework Agreement for Payment Services: agreement, as defined in article L. 314-12 of the French Monetary and Financial Code, entered into between Lemon Way and the Professional at this same time. The Framework Agreement for Payment Services is supplemented by these Professionals Particular Conditions.
- Funds: Available amount credited to the Payment Account that may be used for executing future Payment Transactions.
- General Terms and Conditions of Use of NEMURU’s Site means the terms and conditions i) which regulates the use of the NEMURU’s site; and ii) which are included in the NEMURU’s Site.
- Lender: legal entity which has subscribed a collaboration agreement with NEMURU and which will fund the Professional’s Payment Account with the amount of the loan granted in favour of the Client.
- NEMURU: NEMURU DIGITAL, S.L., a Spanish limited liability company, which registered office is located at Palau de Mar Building, Barcelona, Pau Vila Square, number 1, first floor, AD Sector, 1AD Office, 08039, Barcelona, Spain and with Spanish tax identification number B-67183574. NEMURU operates the NEMURU’s Site and uses the services of Lemon Way.
- NEMURU’s Site: means the site and/or application used by NEMURU to grant the Professional the possibility of offering to its Clients the option to pay the professional services hired through a loan granted by the Lender.
- Payment Account: Professional’s payment account within the meaning of article L. 314-1 of the French Monetary and Financial Code, opened in the books of Lemon Way to debit and credit the Payment Transactions, the fees due by the Professional and any reversal in connection with its Payment Transactions and to clear these amounts on the date of their recording for the purpose of showing a net balance.
- Payment Order: consent from NEMURU to execute the Payment Request. The Payment Order will be given by NEMURU to Lemon Way according to the personalised device and the procedures agreed between them. NEMURU will give consent to the Payment Request in accordance with the conditions agreed between NEMURU and the Professional in the Collaboration Agreement.
- Payment Request: request for a Payment Transaction made by the Professional through NEMURU’s Site.
- Payment Transactions: the act of paying, transferring or withdrawing Funds from the Payment Account.
MANAGEMENT OF FINANCIAL FLOWS
The Lender will credit the loan’s amount to the Professionals’ Payment Accounts by transfer orders.
Lemon Way manage the Payment Transactions, which allows: crediting – by transfer order, on the basis of the Lender’s instruction – the funds to the Professional’s Payment Account from the Lender’s payment account opened in the books of Lemon Way.
If the Professional wants to transfer the Funds from his Payment Account to the external account indicated by him to NEMURU to this effect, the Professional must execute a Payment Request through NEMURU’s Site. Then, NEMURU will perform a Payment Order. The Professional acknowledges that NEMURU will not order the Payment Transaction requested by him if the conditions stated in the Collaboration Agreement have not been fulfilled.
In particular, the Funds will not be available for the Professional until NEMURU expressly orders Lemon Way to release them, as the agreed percentages of the services to be provided to the Client are fulfilled. Usually, percentages of the total amount of the Funds will be released based on the percentage of execution of the service hired by the Client.
Likewise, the Professional acknowledges that, as stated in the Collaboration Agreement, as well as in the General Terms and Conditions of Use of NEMURU’s Site, (i) if the Client exercises the right of withdrawal, in accordance with the Spanish Consumer Credit Agreements Act, (ii) or if the Professional exercises the right of closing her/his Payment Account; (iii) or if there is an out-of-court agreement, a resolution, an arbitral award or a final court judgement which considers a claim brought by the Client, NEMURU will order the reimbursement of the corresponding Funds from the Professional’s Payment Account to the Lender’s payment account from which the Lender made the transfer.
- Inward flows
TERMINATION OF THE FRAMEWORK AGREEMENT FOR IT SERVICES
The Professional acknowledges that in the event of termination of the Framework Agreement for IT Services, the Funds located in his Payment Account will be transferred to another account of his ownership opened in the books of another payment institution which collaborates with NEMURU.
APPLICABLE LAW AND JURISDICTION
These Professionals Particular Conditions are governed by French law. Unless otherwise required by law, any dispute relating to the performance, interpretation or validity of these Professionals Particular Conditions shall be brought before the Courts of Paris.
FRAMEWORK AGREEMENT FOR PAYMENT SERVICES
Terms & Conditions for Use of Payment Services – Framework Agreement for Payment Services
The Account Holder, party of the firts part,
Lemon Way, a French SAS (simplified joint-stock company) with share capital of €1,232,702.88, which registered office is located at 14 rue de la Beaune, 93100 Montreuil, France, and registered with the Bobigny trade and companies register under number 500 486 915 (hereinafter called «Lemon Way»), approved on 24/12/2012 by the Prudential Supervisory and Resolution Authority (“ACPR”, France, website http://acpr.banque-france.fr/), 61 rue Taitbout 75009 Paris, as a Hybrid Payment Institution, under number 16 568 J, party of the second part.
The Account Holder may consult this Agreement at any time, reproduce it, store it on his computer or on another medium, transfer it by e-mail or print it on paper so as to keep it.
In accordance with the law, it is possible to verify the approval of Lemon Way, as a payment institution, at any time on the website regafi.fr. The Website of the Lemon Way payment institution is: www.lemonway.com.
This «Framework Agreement for Payment Services” is available at any time on the Website (www.lemonway.com). It governs the terms and conditions of opening a Lemon Way Payment Account in the Account Holder’s name and the provision of Payment Services. The Account Holder should read the terms and conditions carefully before accepting them.
When used with the first letter capitalised, the terms used in this Framework Agreement shall have the meanings defined below, regardless of whether they are used in the singular or plural form:
- Beneficiary: a natural person or legal entity designated by the Account Holder as the recipient of a transfer from his Payment Account. The Beneficiary must hold an account opened on the books of an authorised third-party payment service provider. The Beneficiary must be an Account Holder.
- Framework Agreement: Framework Agreement for Payment services, as defined in article L. 314-12 of the French Monetary and Financial Code, entered into between Lemon Way and the Account Holder and consisting of these terms & conditions.
- Payment Account: Payment account within the meaning of article L. 314-1 of the French Monetary and Financial Code, opened in the books of Lemon Way to debit and credit the Payment Transactions, the fees due by the Account Holder and any reversal in connection with its Transactions and to clear these amounts on the date of their recording for the purpose of showing a net balance.
- Payment Transactions: the act of paying, transferring or withdrawing funds from or to the Payment Account, regardless of any underlying obligation between the Payer and the Beneficiary.
- Payment Order: consent of the Account Holder given according to the personalised device and the procedures agreed between the Account Holder and Lemon Way, in order to authorise a Payment Transaction.
- Partner: commercial company operating the Partner Site and using the services of Lemon Way.
- Payer: Natural person or legal entity who may be the Account Holder in case of funding his own Payment Account or user of the Partner Site.
- Funds: Available amount credited to the Payment Account that may be used for executing future Payment Transactions, determined by Lemon Way after taking into account the current Payment Transactions and the amount of the Funds frozen defined in article 5.
- Third-Party Payment Services Provider (PSP): Payment services provider (financial institution) approved by an authority of a State belonging to the European Economic Area and which has opened a bank account or payment account in the Account Holder’s name.
- Payment Services: services provided by Lemon Way pursuant to this Framework Agreement and comprising the execution of credit transfers and the acquisition of credit card and wire transfer orders, as well as the cashing of checks.
- Website: Refers to the website www.lemonway.com through which Lemon Way offers Payment Services.
- Partner Site or Website: Refers to the site and/or application used by the Partner to enable individuals to perform Payment Transactions.
- Account Holder: Natural person or legal entity with a Payment Account to make and/or receive a Payment Transaction.
OPENING OF A PAYMENT ACCOUNT
The Account Holder must comply with the procedure for opening a Payment Account as described below.
Account Holder’s prior declarations
The Account Holder, a qualified legal entity or natural person, expressly declares having the capacity and/or having received the authorisations required to use the Payment Services provided by Lemon Way and guarantees Lemon Way against any liability that it may incur as a result of a false declaration.
The Account Holder declares that it acts on its own behalf. The Account Holder has the obligation to use the services provided by Lemon Way in good faith, for lawful purposes and in compliance with the provisions of the Framework Agreement.
Any Account Holder who is a natural person declares to be resident in France or in the European Economic Area.
For any other country of residence or registration, Lemon Way reserves the right to study the application to open a Payment Account in order to comply with the geographical scope of its authorisation.
Sending of identification documents
Lemon Way informs the Account Holder that in accordance with the identification requirements relating to the anti-money laundering and combating the financing of terrorism, opening the Payment Account is subject to sending and validating the required identification documents according to the capacity of the Account Holder.
Lemon Way reserves the right to request any other document or additional information, to allow it to carry out the appropriate verifications in accordance with its legal obligations including for the anti-money laundering.
The Account Holder agrees to let the Partner Site send these documents to Lemon Way by computer transmission and uploading on Lemon Way’s computer systems.
Terms of signature of the Framework Agreement
The Framework Agreement must be signed by the Account Holder:
- by handwritten signature on a printed version;
- or using the electronic signature module made available on the Partner Site.
If the Account Holder is acting in the context of his professional needs, he may be offered the possibility of accepting the Framework Agreement by any other means. The latter acknowledges having carefully read, understood and accepted the Framework Agreement in its entirety.
Acceptance of Opening a Payment Account
Lemon Way may refuse to open a Payment Account for any reason without having to justify its decision. This will not give rise to any payment of damages.
Subject to the express written permission of his or her legal representative, a minor under the age of eighteen (18) years old may open a Payment Account.
For this purpose, the required identification documents will be those of the legal representative having given his or her express and written authorisation, those of the minor, as well as a document which serves as evidence of authority (family record, court decision conferring the power of representation).
The Partner Site may send the acceptance or refusal of the opening of its Payment Account to the Account Holder by sending an Email. Upon acceptance, the Account Holder may identify himself on the Partner Site to verify that his Payment Account is open.
Specific regime for occasional customers
The occasional customer is the “visiting” customer who requests the intervention of Lemon Way to execute an individual payment Transaction or several payment Transactions with a link between them subject to the limits applicable by Lemon Way. Transactions carried out by an occasional customer will not be subject to the opening of a Payment Account. Lemon Way recalls that the specific regime for occasional customers is only applicable to a certain type of clientele and activity. Signing this Framework Agreement does not constitute an entry into a business relationship and the opening of a Payment Account in the event that the specific regime for occasional customers is applicable. Lemon Way reiterates that if the applicable payment Transaction limits are exceeded, the opening of a Payment Account will be required in order to carry out new payment transactions.
- Account Holder’s prior declarations
CREDITING THE PAYMENT ACCOUNT
Funding the Payment Account
The Account Holder may proceed to fund his Payment Account by the payment methods made available by the Lemon Way Partner. In case of funding the Payment Account by cheque (French only), they must be made payable to the order of Lemon Way.
The funding must be made from a bank account opened in the Account Holder’s name by a third-party PSP in order to transfer these funds by internal transfer to another payment account opened on Lemon Way’s books. These two Payment Transactions are deemed interrelated. For security reasons, Lemon Way may refuse or cancel the registration of the payment method used by the Account Holder.
Lemon Way sets payment limits in the interest of protecting the Account Holder and complying with the regulations in force regarding Payment services. Single limits, per day, per month and per year, as well as all forms of restrictions (in particular regarding the strong authentication of the Account Holder) are applied by Lemon Way to fight against fraud.
The Account Holder is informed that any Payment Transaction that may result in exceeding the applicable limits will automatically be rejected by Lemon Way.
Any Transaction by credit or debit card, which is the subject of a non-payment, rejection or objection will have its amount automatically be deducted by Lemon Way from the net balance of the Payment Account. If the net balance is insufficient, Lemon Way is entitled to use all remedies against the Account Holder to recover the amount due. In addition, Lemon Way will be entitled to refuse to execute all future payments made using the card that gave rise to the incident.
Lemon Way also debits the Account Holder’s Payment Account for the Payment Transactions that were rejected and other penalties that may be issued by the Acceptance Networks.
Lead time for the recording of funds on the Account
Lemon Way will record the funds resulting from the purchase of a Payment Transaction by bank card or bank transfer as soon as possible and no later than the end of the business day in which the funds are received by Lemon Way.
The lead time for recording funds on the Account may be longer if other payment methods made available by Lemon Way are used.
For security reasons, the recording lead time may be longer in the event of suspicion of fraud pending the provision of additional information by the Account Holder or any other third party concerned.
- Funding the Payment Account
DEBITING A PAYMENT ACCOUNT BY TRANSFER
Initiating a Payment Order
Lemon Way provides a payment service allowing Account Holders with a Payment Account to instruct Lemon Way to execute a transfer provided that the Funds in the Account are greater than the total amount of the transfer (including costs). In case of insufficient Funds, the Payment Order will automatically be rejected.
The Funds available are the net balance of the Payment Account excluding the Funds frozen and the Transactions in progress. The amount of the Funds frozen is determined by Lemon Way to cover any reversals arising from the dispute of a Payment Order. Such a dispute may occur within a period of thirteen (13) months from debiting the Account for the transaction.
The Payment Order may be made to the attention of another Payment Account opened on Lemon Way’s books, either in a bank account in the Account Holder’s name opened in the books of an authorized third-party PSP. The Payment Order must include the following information:
- the amount in euros;
- The first name and surname of the Beneficiary;
- the number of his bank account opened in the PSP’s books.
The Account Holder acknowledges that if the currency of the Payment Account differs from that of the Beneficiary account to which the funds will be transferred, exchange rate fees will be charged by the Beneficiary’s PSP. It is the responsibility of the Lemon Way Partner and the Beneficiary’s PSP to inform the Beneficiary of the exchange rate charged, fees and deadlines, before any acquisition of a transfer order. This information must be sent to the paying Account Holder by the Partner.
Lemon Way cannot be held responsible if the bank details provided for transfer requests are incorrect or not updated.
Irrevocability of a Payment Order
The Payment Order validly given by an Account Holder is irrevocable for the such Account Holder as of the entry of a single-use code in accordance with article 5.1. The Account Holder will not be able to request cancellation of the Payment Order.
However, Lemon Way may block any Payment Order in the event of a suspected fraud or violation of anti-money laundering and combating the financing of terrorism (AML-CFT) applicable rules.
Payment Orders must first obtain the consent of the Payer or the Account Holder. In the absence of such consent, the transaction or series of payment transactions shall be deemed not authorised.
The consent may be withdrawn by the Payer as long as the Payment Order has not acquired a character of irrevocability in accordance with the provisions of article L. 133-8 of the French Monetary and Financial Code.
When the Payment Transaction is initiated by the Beneficiary or by the Payer who gives a payment order through the Beneficiary, the Payer cannot revoke the payment order after having transmitted the Payment Order to the Beneficiary or given the beneficiary his consent to execute the payment transaction.
Consent to execute a series of payment transactions may also be withdrawn, with the effect that any subsequent transaction shall be deemed unauthorised.
Amounts of ceilings and applicable limits
Any Payment Transaction that is likely to exceed the limits applicable to the amount of the cumulative monthly payments will automatically be rejected by Lemon Way.
Other ceilings or Payment Order blockages may be activated at any time by Lemon Way in case of a risk of fraud.
Lemon Way reserves the right to override a Payment Transaction if the transaction to transfer funds by bank card or payment used to credit the Payment Account in order to complete the transaction is rejected or cancelled by the PSP issuer of the card.
Lead time for executing orders
The maximum execution times for Payment services, in accordance with the decree of 29 July 2009, applying article L. 133-13 of the French Monetary and Financial Code, are as follows:
- a Payment Transaction initiated on a business day will be executed by Lemon Way no later than the following business day if it is made in euros for the benefit of a credit institution located in a Member State of the European Union;
- A Payment Transaction initiated on a business day will be executed by Lemon Way no later than the end of that business day if it is made in euros for the benefit of another Payment Account.
- Initiating a Payment Order
When a Payment Transaction is made, Lemon Way or the Partner Site automatically sends a confirmation email of the Transaction to the Account Holder who initiated the Payment Order. This email contains all the information relating to the Payment Transaction that has been communicated to Lemon Way, such as: the identity of the Beneficiary, the description of the Payment Transaction, its amount, the date and time of the Payment Transaction and any special payment conditions.
All Payment Transactions are included in a statement established in real time for each Payment Account. The Account Holder will have access to the Payment Account statements showing all the Payment Transactions debited and credited to this account via the Partner Site.
The consultation period is maintained for two (2) years plus the current year. For the applicable regulatory periods, Lemon Way will keep an electronic file of the records documenting the Payment Transactions carried out.
- By transaction
DURATION OF THE FRAMEWORK AGREEMENT AND EFFECTIVE DATE
The Framework Agreement comes into force for an indefinite period at the moment of acceptance of these terms by the Account Holder.
The Account Holder has a period of fourteen (14) calendar days to waive the Framework Agreement free of charge, if he meets the conditions of article D. 341-1 of the French Monetary and Financial Code for legal entities or if he is a natural person. This period runs from the day the Framework Agreement is concluded, i.e. the day the Account Holder accepted these terms & conditions. During this cancellation period, the execution of the Framework Agreement may begin only at the express request of the Account Holder. The Account Holder expressly acknowledges and agrees that any payment instruction sent to Lemon Way before the expiry of the cancellation period constitutes an express request by the Account Holder to execute the Framework Agreement. The Account Holder will not be entitled to cancel a payment instruction that he has given and confirmed during the cancellation period.
This right of cancellation may be exercised by the Account Holder without penalty and without giving reasons.
The Account Holder is obliged to notify Lemon Way, by any means, of his decision to cancel. If the Account Holder does not exercise his right of cancellation, the Framework Agreement will be maintained in accordance with the provisions of these terms & conditions. To terminate the Framework Agreement, he will have to comply with the termination conditions of article 19.
Lemon Way does not consider claims relating to the relationship between two Account Holders or between an Account Holder and a third party to be admissible. Only those relating to the absence or the improper performance of a Payment Transaction executed by Lemon Way are covered by this article and by the Framework Agreement. Claims (disputes, rights of objection, access and rectification) may be exercised free of charge on request sent to Lemon Way by email at the following email address: email@example.com or by mail to the following address:
LEMON WAY – Service Réclamation – 14, rue de la Beaune 93100 Montreuil Any dispute or query related:
- to information communicated by Lemon Way pursuant to the Framework Agreement;
- to an error in the performance of the Payment Services or in its non-performance;
- an error in the debit for commission, tax or fees by Lemon Way;
must be notified to Lemon Way by the Account Holder as soon as possible after the date on which the Account Holder became aware of it or is presumed to have known of it or in any other longer period provided for by specific provisions or by law.
In accordance with ACPR recommendation 2015-R-03 dated 26 February 2015, an acknowledgment of receipt will be sent within a maximum period of ten days. Claims will be processed within a maximum of two months as of their receipt.
A statement of claim form is also available on our Website: https://support.lemonway.com/hc/en/requests/new In the absence of an amicable agreement, the Account Holder acting for non-professional needs can send a letter to an independent mediator, i.e. the Mediator of the AFEPAME, at 36 rue Taitbout 75009 Paris, to whom the matter can be referred free of charge in case of a dispute arising as a result of the application of these terms & conditions, without prejudice to other legal action.
In consideration for the provision of the Payment Services to the Account Holder, Lemon Way will receive a fee, the amount and conditions of which shall be determined between the Partner and Lemon Way.
Lemon Way informs the Account Holder that the Partner shall bear all the costs relating to the provision of the Payment Services.
The Account Holder is informed that Lemon Way may charge up to 15% of the amount concerned for the processing of outstanding amounts, rejections or objections.
The Account Holder has the obligation to immediately inform Lemon Way in the event of suspicious access or fraudulent use of his Payment Account or of any event likely to lead to such use, such as and not limited to: loss, accidental disclosure or misappropriation of its user information for the Payment Account or an unauthorised transaction.
This notification must be made by sending an email to the following email address: firstname.lastname@example.org and be confirmed in writing to the following address:
LEMON WAY – Financial Security Department – 14 rue de la Beaune 93100 Montreuil, France.
Lemon Way will do its utmost to prevent further use of the Payment Account. The Partner also has his own means of secure communication with the Account Holder under his own responsibility.
Lemon Way informs the Account Holder that cookies may be used as part of the Payment Services. Above all, these cookies serve to improve the functioning of the Payment Services, particularly in terms of speed.
Interruption of Payment Services
Lemon Way undertakes to use all reasonable means at its disposal to ensure round-the-clock service. Lemon Way, however, does not guarantee continuous, uninterrupted access to the Payment Service. Therefore, Lemon Way cannot be held responsible for any delay and/or total or partial inaccessibility to the Payment Services whenever they result from factors that are beyond the reasonable control of Lemon Way.
The Account Holder is informed that Lemon Way may occasionally interrupt access to all or part of the Services to allow for repairs, maintenance, or functionality enhancements:
- in case of suspicion of attempted hacking, embezzlement or any other risk of harm;
- on requests or instructions from authorised persons or competent authorities.
Lemon Way cannot be held responsible in any way for any damages resulting from these suspensions. Upon the normal resumption of service, Lemon Way will make reasonable efforts to process pending Payment Transactions as soon as possible.
Objection to the security system
The Account Holder may present an objection by contacting Lemon Way by email at the following address: email@example.com or by phone at: +33 1 48 18 19 30.
The security system is understood as any measure for securing Payment Transactions and/or Access to the Account Holder’s account via its customer area on the Partner Site, in accordance with the regulations in force.
A record number for this objection is created and is kept for 18 months. At the written request of the Account Holder and before the expiry of this period, Lemon Way will send him a copy of this objection.
Lemon Way cannot be held responsible for the consequences of an objection that does not emanate from the Account Holder. The request to make an objection shall be deemed made on the date of actual receipt of the request by Lemon Way or any person authorised by it for that purpose. In case of theft or fraudulent use, Lemon Way is entitled to request a receipt or a copy of the complaint filed from the Account Holder who undertakes to respond to it as soon as possible.
Lemon Way will block access to the Payment Account.
- Notification obligation
In accordance with article L. 133-22 of the French Monetary and Financial Code, Lemon Way is responsible, subject to articles L. 133-5 and L. 133-21 of the French Monetary and Financial Code, for the proper execution of the Payment Transaction with regard to the paying Account Holder until receipt of the funds by the Beneficiary’s third-party PSP. When Lemon Way is responsible and at fault for a Payment Transaction that has been improperly executed, Lemon Way shall promptly return the amount to the payer and restore the debited account to the position that it would have been in had the poorly managed Payment Transaction not taken place.
The Account Holder, acting for non-professional purposes, who wishes to dispute a payment transaction that was not authorised by him, must contact customer service in accordance with article 8 as soon as possible after becoming aware of the anomaly and no later than 13 months following the recording of the Payment Transaction. In case of using the security system, the unauthorised Payment Transactions made prior to notification of the objection are the responsibility of the Account Holder acting for non-professional purposes, up to a limit of 50 euros, in accordance with article L. 133-19 of the French Monetary and Financial Code. However, Lemon Way shall incur liability in the event of fault by the Account Holder such as a voluntary failure or constituting serious negligence with respect to its obligations, sending the objection late or exercising bad faith. In case of misappropriation of its data or counterfeiting, the losses resulting from the Payment Transactions made before the objection by the Account Holder acting for non-professional purposes shall be borne by Lemon Way, except in case of fault as defined above. Payment Transactions carried out after the objection of the Account Holder acting for non-professional purposes shall be borne by Lemon Way except in case of fraud.
Lemon Way is not entitled to cancel an irrevocable Payment Order at the request of the Account Holder.
In no event shall Lemon Way be liable for consequential damages, such as commercial harm, loss of clientele, any business disturbance, loss of profit, loss of brand image suffered by an Account Holder, or by a third party, which could result from the Payment Services provided by Lemon Way. Any action directed against an Account Holder by a third party shall be considered indirect damage, and therefore shall not give entitlement to compensation.
Unless otherwise provided in these terms & conditions or mandatory laws and without prejudice to other causes of exclusion or limitation of liability provided herein, Lemon Way shall not be held responsible in any way for any damage caused by a case of force major event or event beyond its control or any measure taken or legislation adopted by the French or foreign authorities. A case of force majeure or an event out of its control may consist of, but is not limited to: a power failure, fire or flood, a strike by its staff or one of its subcontractors or suppliers, malfunction of the inter-bank systems or payment by credit card malfunction, disturbance of public order, third-party negligence, as defined by case law and legal opinion, such as those responsible for the delivery of electricity, telecommunication or hosting services.
PROTECTIONS OF CLIENT FUNDS
Lemon Way will keep the available funds credited to the Account Holder’s Payment Account at the end of each business day in a client-money account opened with Lemon Way partner banks in accordance with article L. 522-17 of the French Monetary and Financial Code.
DEATH – INACTIVE PAYMENT ACCOUNT – PROXY
In case of death of the Payment Account Holder, Lemon Way must be notified as soon as possible by the rights holders or their representative. If this notice is given verbally, it must be confirmed in writing. Upon receipt of this written notice, Lemon Way shall ensure that no new Payment Transaction is executed and will close the Account.
If the Funds that Lemon Way holds in the name of the deceased is greater than the costs to close the account, the beneficiaries may be refunded only in the event that they or their representative produce evidence, according to the applicable legislation, establishing the distribution of the estate and any other document that Lemon Way may deem necessary.
In the absence of transfer for any reason whatsoever, including the failure to produce relevant documents to Lemon Way, the provisions of article 13.2 of these terms & conditions shall apply to the Funds.
A Payment Account is deemed to be inactive if:
- a) the Payment Account has not been the subject of any Payment Transaction for a period of twelve months, except for debit entry by Lemon Way, taking into account all types of fees and commissions, and b) the Account Holder, his legal representative or the person authorised by the Account Holder has not come forward in any form whatsoever with Lemon Way; or
- at the end of a period of twelve (12) months following the death of the Account Holder. The Account Holder and its successors are hereby informed of the consequences related thereto.
The money entered in the inactive Payment Account is deposited with the Caisse des Dépôts et Consignations at the end of a period of ten (10) years from the date of the last Payment Transaction, excluding the entry of debits by Lemon Way, taking into account all types of fees and commissions; except in the event of the death of the account holder where the money registered in the inactive payment account shall be deposited with the Caisse des Dépôts et Consignations after a period of three (3) years following the date of the Account Holder’s death.
Fees will be charged for any reminder and notification sent by Lemon Way to the Account Holder or the Partner. In case of an inactive account and after Lemon Way has sent a reminder and notification, a management fee will be applied.
Power of attorney
The Account Holder may, under his sole responsibility, give a person the power to use his Payment Account to make the Payment Transactions as defined in the power of attorney. The power of attorney shall take effect only upon receipt and acceptance of the duly completed form by Lemon Way. The power of attorney will be notified by any means. It shall automatically cease upon the death of the Account Holder. It may be revoked at the initiative of the Account Holder who shall inform the proxy and Lemon Way by registered letter with acknowledgment of receipt. The termination shall take effect on the date of receipt of the termination by Lemon Way. The Account Holder shall remain bound by the Payment Transactions initiated on his behalf until that date by the designated proxy.
The Account Holder expressly waives Lemon Way’s professional secrecy with respect to the Payment Account data in respect of the proxy designated by the power of attorney.
No intellectual property rights relating to the use of the Payment Service or the services rendered by Lemon Way shall be transferred to the Account Holder under these terms & conditions.
The Account Holder undertakes not to infringe the rights held by Lemon Way, in particular by prohibiting any reproduction, or adaptation of all or part of the intellectual and material elements of Lemon Way and its accessories, and whatever the support, current and future.
Lemon Way has full and complete ownership of all the rights relating to the software used to carry out the Payment Services. They are part of its confidential information regardless of whether or not certain components may be protected in the current state of the law by an intellectual property right.
Lemon Way’s software and, as applicable, its documentation, is recognised by the Account Holder as intellectual work that Lemon Way itself and the members of its staff undertake to consider as such by refraining from copying or reproducing said software and documentation, translating them into any other language, adapting them, distributing them for free or for a fee, or adding anything to them that does not conform to their specifications.
The brand “Lemon Way” is the property of Lemon Way. The Account Holder undertakes not to delete the mention of the “Lemon Way” brand on any item supplied or made available by Lemon Way, such as software, documentation or an advertising banner.
The Account Holder undertakes to adhere to the strictest confidentiality regarding all the techniques, commercial or of any other nature, of which he becomes aware as part of executing the Payment Service.
This confidentiality obligation will remain in effect for the duration of the subscription to the Payment Service and for three (3) years following the termination date of the Framework Agreement. This confidentiality obligation does not apply to information that is or becomes publicly available independently of the Account Holder.
The Parties acknowledge that the Payment Transactions are covered by professional secrecy pursuant to article L. 519-22 of the French Monetary and Financial Code.
COLLECTION AND PROCESSING OF PERSONAL DATA
In accordance with the General Data Protection Regulation adopted by the European Parliament on 14 April 2016, and the Data Protection Act of 6 January 1978, as amended, Lemon Way informs the Account Holder:
Identification of the data controller
Lemon Way SAS, registered office located at 14 rue de la Beaune, 93100 Montreuil – France, Tel: + 33 (0)1 48 18 19 30.
Data Protection Officer
The Account Holder may contact the Data Protection Officer at the following e-mail address: firstname.lastname@example.org and at the following telephone number: + 33 (0)1 48 18 10 41.
Purposes of data processing
In the context of operation of the Site and the services provided by Lemon Way, the processing of personal data is intended to manage the customers, the creation and management of accounts, management of the contracts, management of cancellations, management of disputes, Website management, mailing, communications, the anti-money laundering and combating the financing of terrorism, marketing, KYC, development of statistics with the aim of improving the Lemon Way tools, the management of requests concerning the rights of people, implementation of the Partners, support management.
Nature of the data
Lemon Way directly and indirectly collects the following categories of data concerning its users:
- Vital records, identity, identification…;
- Data relating to career (CV, schooling, vocational training, etc.);
- Economic and financial information (income, financial situation, tax situation…);
- Connection data (IP addresses, event logs, etc.).
Source of the data
Lemon Way collects personal data directly through a contract, a legal obligation, the consent of the person or the legitimate interest of the company. Lemon Way also collects personal data indirectly in order to comply with the anti-money laundering and anti-terrorist financing regulations.
Consent of the person
When the person has consented to having his personal data collected, the latter may withdraw his consent at any time. The Account Holder may withdraw his consent via the email@example.com. Lemon Way informs that such withdrawal will result in the closing of the Account.
Legitimate interest in data processing
When Lemon Way collects and uses personal data based on the legitimate interest, the purpose is to prospect for customers and develop the number of its Partners.
Scoring is only implemented in the context of the anti-money laundering and combating the financing of terrorism and the fight against fraud.
Recipients of the data
The recipients of the personal data are those employees authorised within Lemon Way, the supervisory authorities, the partners of Lemon Way and its subcontractors. Personal data may also be disclosed by application of a law, regulation or by a decision of a competent regulatory or judicial authority.
Duration of storing the data
The personal data collected by Lemon Way shall be kept for the time necessary for the purpose for which it is processed. Beyond this storage period, the data becomes intermediate archives or is made anonymous and kept for statistical and historical purposes.
Purges concerning personal data are set up to verify the effective deletion as long as the storage or archiving period necessary for fulfilling the specified or imposed purposes is achieved.
Rights of persons
In accordance with the provisions in force, the Account Holder has rights regarding his personal data, which he can exercise by writing to the DPO at postal address mentioned in point 16.1 or sending an email to firstname.lastname@example.org.
Right of access
The Account Holder has the right to access the personal data concerning him. However, for security and confidentiality reasons, the request can only be processed if the Account Holder provides proof of his identity.
Lemon Way can object to or bill for clearly abusive requests (large number of requests, requests of a repetitive or systematic nature).
Right of rectification
The Account Holder has the right to request rectification of his personal data when it is inaccurate, erroneous, incomplete or obsolete.
Right to limitation
The Account Holder has the right to request limitation of his personal data. When the right to limitation is requested, Lemon Way will only be able to store the data. No other operation shall take place.
Right to portability
The Account Holder reserves the right to request that the personal data that he has provided to Lemon Way be returned to him in a structured, commonly used and machine-readable format for transmission to another data controller. This right can only be used if the data processing is based on the consent of the person concerned or based on a contract.
Right of objection
The Account Holder may object to the use of his data in two situations:
- For legitimate reasons;
- In cases of using the data collected for commercial purposes.
Right to deletion
The Account Holder has the right to request that his data be deleted as soon as possible if one of the reasons of paragraph 1 of article 17 of the General Data Protection Regulation applies.
If the Account Holder’s data has been passed on to other entities, the “right to be forgotten” mechanism shall be activated: Lemon Way shall take all reasonable steps to inform the other entities that the data subject has requested the deletion of any link to his personal data, or any copy or reproduction thereof.
Lemon Way has the right to define guidelines concerning the personal data of the Account Holder after his death. If necessary, the Account Holder’s heirs may require that the death be taken into account or that updates be made.
- Right of access
Lemon Way undertakes to respond to requests for personal access data or the exercise of a right within one (1) month from receipt of the request.
Lemon Way uses authorised service providers located in the European Union.
In the event of transfer to a third country, Lemon Way shall comply with the General Data Protection Regulation by using partners or subcontractors providing adequate safeguards through a suitable procedure, standard contractual clauses or internal corporate rules.
French National Data Protection Agency (CNIL)
If the Account Holder considers that Lemon Way is not complying with its obligations under the French Data Protection Act and the General Data Protection Regulation, the account holder may lodge a complaint or a request with the competent authority. As Lemon Way’s head office is located in France, the competent authority is the National Commission Informatique et Libertés (French National Data Protection Agency). The Account Holder has the right to contact the French National Data Protection Agency electronically via the following link: https://www.cnil.fr/fr/plaintes/internet.
- Identification of the data controller
AGREEMENT ON EVIDENCE
Communications made via e-mail are modes of communication validly admitted as evidence by the Account Holder and Lemon Way.
All information stored in Lemon Way’s computer databases relating to Orders and Payment Transactions, has, unless proven otherwise, the same probative value as a written document in paper form, both with regard to its content as regards the date and time when the information is made and/or received. This unalterable, safe and reliable tracking is engraved and stored in Lemon Way’s computer systems.
The Lemon Way documents reproducing this information, as well as the copies or reproductions of documents produced by Lemon Way have the same probative value as the original, until proven otherwise.
BLOCKING AND FREEZING OF THE ACCOUNT
Blocking the Payment Account
The temporary and immediate suspension of a Payment Account may be declared by Lemon Way for any reason, at the discretion of Lemon Way, and in particular:
- If the Account Holder has not complied with the provisions of the Framework Agreement;
- If the Account Holder has provided Lemon Way with inaccurate, outdated or incomplete identification data;
- In the event of a significantly increased risk of incapacity by the Account Holder to fulfil his payment obligation;
- In case of receipt by Lemon Way of a large number of refunds, non-payments, cancellation of Orders or disputes for unauthorised Payment Transactions.
The Account Holder shall be notified of this decision by any means. Since suspension of the Payment Account is intended to protect the Account Holder, it shall not in any case give rise to the payment of damages to the latter.
Reactivation of the Payment Account will be at Lemon Way’s discretion, based on additional information or documents which may be requested.
Depending on the seriousness of the breach of the Framework Agreement and, in particular, if the Payment Account is used for illicit purposes or contrary to common decency, Lemon Way reserves the right to terminate the Framework Agreement in accordance with the provisions of article 19. Lemon Way reserves the right to apply penalties and management fees to the Account Holder and claim damages from him.
Freezing of the Payment Account
In application of the screening measures used by Lemon Way (based in particular on the internal sanctions and politically exposed persons lists), a Payment Account may be frozen immediately by Lemon Way in case of risk of fraud, money laundering or financing of terrorism or risk that may affect the security of the Payment Account.
The Payment Account may be unfrozen after complete due diligence of Lemon Way’s AML-CFT team, and the funds shall be handled in accordance with the measures provided by the French Treasury Department.
- Blocking the Payment Account
TERMINATION OF THE FRAMEWORK AGREEMENT
The Account Holder may terminate the Framework Agreement ipso jure which will entail closing his Payment Account by any means after complying with a (1) one-month notice period. The Account Holder must maintain sufficient Funds to ensure successful completion of the pending Payment Transactions during the time necessary for settling them and payment of the fees owed by the Account Holder.
Lemon Way may automatically terminate the Framework Agreement which will entail closing the Account Holder’s Payment Account by registered letter with acknowledgment of receipt following a (2) two-month notice period.
In the event of a serious breach by a Party, the Framework Agreement may be terminated with immediate effect. Serious breach by the Account Holder is understood as: communication of false information; exercise of unlawful activity, contrary to common decency, money laundering or terrorist financing; threats against Lemon Way’s employees or the Partner’s employees; failure to pay; breach of an obligation by the Account Holder hereunder; termination of the relationship between the Account Holder and the Partner; over-indebtedness or, for legal entities, appointment of an ad-hoc representative, an insolvency administrator, initiation of insolvency or liquidation proceedings. Serious breach by Lemon Way is understood as: communication of false information; breach of an obligation hereunder; appointment of an ad-hoc representative, an insolvency administrator, initiation of insolvency or liquidation proceedings.
In the event of a change in the applicable regulations and the interpretation made thereof by the relevant Regulatory Authority, affecting the capacity of Lemon Way or its employees to execute the Payment Transactions, the Framework Agreement will automatically be terminated. The Account Holder will no longer be able to send a Payment Order as of the effective date of the termination. The Account may be kept open for a period of 13 months to cover any disputes and subsequent claims. Payment Transactions initiated before the effective date of termination will not be affected by the request for termination and must be executed under the terms of the Framework Agreement.
The termination of the Framework Agreement shall result in the definitive closure of the Payment Account. Closing a Payment Account may not give rise to any compensation, whatever may be the damage caused by the closing of this Payment Account. Unless expressly agreed by Lemon Way, the Account Holder whose Account has been closed by Lemon Way is not authorised to open another Payment Account. Any Payment Account opened in violation of this provision may be immediately terminated by Lemon Way without notice.
The Funds on the Payment Account object of the closure will be entitled to a transfer payable to the Account Holder of said account, according to the instructions of the latter and subject to (i) the pending Payment Transactions and any subsequent non-payments, bank refusals or objections and (ii) the regulation applicable to frozen assets as provided by the French Treasury Department. If a successor is appointed by Lemon Way, the Account Holder might be asked to close his Payment Account and transfer the Funds to a new payment account opened on the books of the institution appointed as the successor.
Lemon Way reserves the right to claim compensation from the court for damages it may have suffered as a result of the violation of the Framework Agreement. The closing of the Payment Account may give rise to costs within the limits of article L. 314-13 of the French Monetary and Financial Code.
AMENDMENT TO THE FRAMEWORK AGREEMENT
The provisions of the Framework Agreement may be amended or supplemented at any time, in particular with a view to complying with any legislative, regulatory, jurisprudential or technological developments.
Any proposed amendment to the Framework Agreement shall be communicated to the Account Holder in writing on paper or on another durable medium no later than two (2) months before the proposed effective date for its entry into force.
In the absence of a written objection by registered letter with acknowledgment of receipt sent to Lemon Way by the Account Holder before the expiry of this two-month period, the latter shall be deemed to have accepted these amendments. In case of refusal of the proposed amendment, the Account Holder may terminate the Framework Agreement free of charge upon written request, before the proposed effective date of said amendment. Said request shall not affect all the debits (fees, contributions,payment) for which the Account Holder remains liable.
Should administrative formalities be necessary for the execution of this Framework Agreement, Lemon Way and the Account Holder shall provide each other mutual assistance for the regularisation of these formalities.
If any of the non-substantive provisions of the Framework Agreement are void under a legal rule in force, it shall be deemed unwritten, but will not invalidate this Framework Agreement.
The fact that one of the Parties does not claim a breach by the other Party of any of the obligations referred to herein shall not be construed, for the future, as a waiver of the obligation in question.
In the event of conflict of interpretation between any of the titles and any of the clauses of the terms & conditions, the titles shall not be taken into account.
This Framework Agreement has been drafted in French and English, and then translated in other languages for information purposes only. In the event of a conflict of interpretation, the French and English versions of the Framework Agreement shall prevail on any other existing translation.
APPLICABLE LAW AND JURISDICTION
This Framework Agreement is governed by French law. Unless otherwise required by law, any dispute relating to the performance, interpretation or validity of this Framework Agreement shall be brought before the competent courts and tribunals, and otherwise, before those of Paris.