General Terms and Conditions of Sale - Sellers

PREAMBLE

Alma distributes a payment solution, allowing Sellers to offer their customers cash, deferred or staggered payments for their purchases with the guarantee of being systematically paid upon sale.

The Alma payment system includes a set of programming interfaces (APIs), modules compatible with e-commerce websites and in-store payment interfaces allowing the Seller to accept payments, as well as a management application over the Internet (back-office) allowing, among other things, to check the concluded Transactions, to refund them, to see the money transfers to the Seller’s account and to export the accounting data.

Article 1. Purpose

These are the general terms and conditions of sale (hereinafter referred to as the "GTCS") of the payment solution (hereinafter referred to as the "Service(s)") by Alma, a simplified joint stock company with a capital of 370 307,87 euros, whose registered office is located at 176 avenue Charles de Gaulle, Neuilly-sur-Seine (92200), registered in the Nanterre Trade and Companies Register under number 839 100 575 (hereinafter referred to as "Alma").

Alma is authorised in France as a Payment Institution and Financing Company by the Autorité de Contrôle Prudentiel et de Résolution ("ACPR" - 4 place de Budapest, 75009 Paris) under number 90786 and is subject to its supervision.

This document specifies the GTCS of the Services offered by Alma to its professional customers (hereinafter referred to as the "Seller(s)").

The Seller offers its own customers (hereinafter referred to as the "End Customers") the possibility to pay for their purchases by deferred payment or by instalments thanks to the Services offered by Alma.

The registration of the Seller on the website https://getalma.euimplies the acceptance without reserve of these GTCS by the latter.

Article 2. Definitions

  • Alma : means the company Alma as identified in these GTCS.
  • Buyers : or quot;Payer", quot;End Customer" means the Seller’s customers.
  • Personal Space : means the Alma environment reserved for the seller from which it can view its flows.
  • Indirect Integration : means the payment on the Seller’s PSP through virtual cards.
  • Party/Parties : means Alma and/or the Seller.
  • Alma Platform or Alma Solution : means the application provided by Alma.
  • Service : means the payment solutions provided by Alma.
  • Payment Service :means the payment service offered by Alma for the collection of the first monthly payment on behalf of the Seller, the collection of the cash payment, if applicable, and the opening of a payment account for the Seller.
  • Alma Website : means the website https://getalma.eu/.
  • Transaction : means any sale of products or services between the End Customer and the Seller.

Article 3. Duration

Entry into force

These GTCS come into force as of the date of their acceptance by the Seller, i.e. at the time of its registration on the Alma Platform.

Duration

These GTCS are concluded for a period of five (5) years, renewable by tacit renewal.

The Seller undertakes not to use, for the Buyers residing in the markets concerned by these GTCS, another solution for the staggered and deferred payment than that of Alma, on all its distribution channels [WEB/SALE AT A DISTANCE/STORES].

Termination

These GTCS may be terminated at any time by either Party by notification sent by email:

  • subject to a three (3) months’ notice from the anniversary date of these GTCS.
  • without notice, and subject to the provisions of public policy in force, in the event of cessation of payments, opening of collective proceedings, amicable liquidation.

The Parties must inform each other of the occurrence of any of these events as soon as possible.

The Seller must send its request to the following address: support@getalma.eu.

For its part, Alma may terminate this Contract at any time by right and with immediate effect in the event that the monthly rate of unpaid sums observed reaches the threshold defined by Alma.

These GTCS can only be effectively terminated if the Seller no longer uses the Services available on the Alma Platform. For all transactions carried out before the termination of these GTCS, the Seller remains liable under the terms of this contract.

Amendments

Alma reserves the right to amend these GTCS at any time.

In case of amendment, the new GTCS will be transmitted by e-mail to the Seller at the e-mail address communicated by the latter to Alma.

The Seller will be deemed to have accepted the amended GTCS unless it notifies Alma, within a period of thirty days, by email to support@getalma.eu, of its refusal before the date proposed for the entry into force of the amendments.

Suspension

Alma may, without prior notice, suspend the Seller’s access to the Services if it considers that the Seller’s use of the Services presents any risk or, in particular, any reason mentioned in the list of causes for suspension.

It should be noted here that in all cases, the Seller may not rely on any activity contrary to the rules established by the various bank card networks (VISA, Mastercard, CB or American Express).

The aforementioned suspensions, cessations and terminations do not in any way relieve the Seller of its contractual obligations and in particular of its obligation to pay in full the amounts due to Alma for the Services.

Suspension of the Services may be reconsidered by Alma and may result in termination, without any liability on the part of Alma, or prior notice.

Termination will result in the closure of the Personal Space and the removal of access to the Service. All the sums due to the Seller at the date of closure shall then be transferred to its bank account.

If the termination is decided before the due date of one or several payments, the management of these payments remains assured by Alma, postponing to that extent the closing of the Personal Space and the validity of this contract. In such a case, the Seller will nevertheless no longer have access to the Services.

Alma is authorised to archive all the elements having motivated such a decision, particularly in order to produce them before the competent courts.

In such cases of suspension or termination of the Services, Alma is likely to apply measures of retention of funds, and in particular via a freezing of funds of the Seller, without having to justify this to the Seller. This could be the case in particular in case of sale of counterfeit products.

In certain cases, and in particular during a planned suspension of the Services, Alma is likely to maintain the Seller’s access to its Personal Space, allowing it to access certain Services such as, in particular, proceeding with the refund of its transactions or exporting various information (financial reports, etc.).

The Seller remains responsible, including financially, for all its payments, including when access to its Personal Space or to the Services is suspended.

In case of suspension of the Services due to suspicion of use which is not consented to by the Seller, Alma is likely to contact the Seller in order to give it access to its Services or accounts in a secure manner.

The Seller is invited to contact our support in case of suspicion of fraudulent connection by a third party to its Services or accounts.

Article 4. Integration of the Solution

In order to benefit from the Services, the Seller may, at its choice, proceed with the integration of the Alma Solution (on its merchant website or in its physical points of sale) or with the configuration of one of the available modules which is compatible with its environment according to the terms and conditions available at the following address: https://getalma.eu/documentation.

The use of the Solution and access to the Dashboard are governed by the Framework Agreement for the Provision of IT Services in SaaS Mode.

Article 5. Conditions of Access to the Services

Prerequisites

The Seller acknowledges and accepts that access to the Services offered by Alma is conditional upon the following provisions:

  1. Creation of an Alma Personal Space by the Seller on the Alma Website;
  2. Sending of the documents imperatively required for the access to the Services as mentioned on the Alma Website during the Creation of its Personal Space (in particular: Kbis, list of the beneficial owners of the Seller’s company, valid identity document of the legal representative of the Seller’s company, bank details certificate of the Seller for an account registered in its name, held in euro and domiciled in one of the Member States of the European Union or in Switzerland);
  3. Validation by Alma of the transmitted documents;
  4. Approval of Seller by Alma after risk analysis;
  5. Validation by Alma of the commission rate applied given the Seller’s activity; and
  6. Provision of any necessary additional document requested by Alma.

The Seller undertakes to transmit to Alma sincere documents that comply with the rules in force. Alma shall not be held liable for the transmission of documents whose veracity is altered by the Seller.

Excluded Activities

The Seller is prohibited from using the Services for any illegal activities as defined by any rules applicable to the Parties for the activities considered by Alma as incompatible with its Services.

Alma also reserves the right to decide, at any time and in its discretion, that an activity is considered incompatible with the Services. In such a case, the Seller agrees to comply with Alma’s decision without delay.

For more information on incompatible activities, see the list of incompatible activities.

Seller’s Payment Account

The use of the Services by the Seller is conditional upon the creation and maintenance, by the Seller, of a customer payment account on its Alma Personal Space governed by the Framework Agreement for the Provision of Payment Services (hyperlink).

Article 6. Seller’s Obligations

The Seller undertakes to comply with these GTCS.

The Seller agrees to use the Alma Solution in accordance with these GTCS and the laws and regulations in force that are applicable to it.

The Seller acknowledges that it is solely liable for the products and services it sells to its Buyers via the Alma Solution.

The Seller undertakes to inform Alma as soon as possible in case of cessation of its activity, transfer or change of ownership of its business, in case of change of governance or corporate form, and to send all necessary documents so that Alma can meet its obligations of identification of its customer.

The Seller undertakes to put Alma’s logo on its website and in particular on the payment page, as well as the obligatory mentions concerning Alma.

The Seller undertakes to communicate on the Service on the targeted distribution channels (product sheet, in-store point of sale display, etc.)

The Seller undertakes to inform us of any need for partial or full refund due to a business gesture, a retraction or a termination. The Seller then undertakes:

  • to reimburse Alma the amount of the sums received within the statutory time limits (14 days following the date on which it was informed of the decision to retract, unless there is a justified delay);

  • not to reimburse the Buyer directly.

The Seller agrees that Alma may cite it as a business reference in accordance with business practice.

The Seller undertakes to offer Alma starting from 50.00€ (may be amended).

The Seller undertakes to offer Alma’s solution to all its Buyers without distinction, except for minors and natural or legal persons not residing in one of the countries listed by Alma on its website.

Prior to any Transaction, the Seller undertakes to provide Alma with the information relating to the Buyer as well as to the products and services purchased by the latter in order to proceed with the Transactions and to ensure the absence of any risk of fraud.

The Seller accepts in advance the granting of credit concluded between Alma and the Buyer in accordance with Article L. 312-46 of the Consumer Code.

The Seller undertakes to provide a receipt to the Buyer.

In addition, the Seller undertakes to mention in its own general terms and conditions of sale:

  • that it offers its Customers Alma’s credit service for the payment of their purchases and that the execution of the payment is conditional upon the Customer’s acceptance of the GTCU or of the credit contract proposed by Alma;
  • the contractual clauses provided by Alma concerning in particular the Customer’s right of retraction, if applicable;
  • that any refusal by Alma to grant credit for an order may result in the cancellation of the order;
  • that any termination of the GTCS between the Customer and the Seller will result in the termination of the GTCU or the credit contract between Alma and the Customer;
  • that the amount is paid by a credit (Article L. 312-45, under penalty of fine)

Furthermore, according to ACPR Recommendation 2015-R-03 of 26 February 2015, a claim page must exist on the Seller’s website, and a link to the claim page of the Alma website must be made. Moreover, the Seller must provide a reference on the website to the mediation services of AFEPAME.

Article 7. Credit Indicator

The role of the Seller is limited in accordance with Article R. 519-2(2) of the Monetary and Financial Code:

  • to indicating Alma to persons interested in concluding a banking operation or a payment service;

  • to putting Alma and the Buyer in contact;

  • to transmitting to Alma the contact information of a person interested in the conclusion of a banking operation or payment services;

  • to providing documents of an advertising nature only, relating to the banking operation or payment service provided by Alma.

The Seller is not authorised:

  • to present, propose or assist in the conclusion of the banking operations or payment services or to carry out any preparatory works and preparatory advice for their execution;

  • to solicit or obtain the Buyer’s agreement to the banking operation or payment service or to explain orally or in writing to a potential customer the terms and conditions of a banking operation or payment service, with a view to its execution or provision.

Article 8. Representations

Each Party acknowledges that on the date of signature of these GTCS and throughout all the duration of the Agreement:

  • It is properly constituted and carries out its activities in accordance with the laws, decrees, regulations and articles of association (or other constitutive documents) applicable to it;
  • It has full power and capacity to enter into the Contract and any transaction related thereto and that the Contract has been validly authorised by its governing bodies or any other competent body;
  • The Contract and any Transaction related thereto comply with the provisions applicable to it;
  • The information and documents provided or to be provided to the other Party are accurate and complete;
  • It possesses any permits, licenses, authorisations and registrations that may be required to enter into and perform the Contract and any related Transaction;
  • There is no action or arbitral or judicial proceedings against it, or any administrative or other measure that could result in a manifest and substantial deterioration of its business, assets and financial situation or that could affect the validity or proper performance of the Contract;
  • The Contract and the Transactions entered into under these GTCS constitute a body of rights and obligations that are binding on it in all their provisions.

Article 9. Transactions

Alma authorises the Seller to offer the Solution to its End Customers so that the End Customers can benefit from a staggered or deferred payment.

When the End Customer makes a Transaction on Alma’s payment interface, information (going up to the history of their bank accounts) is requested in order to ensure their solvency and the absence of risk of fraud.

If Alma considers that a suspicion of fraud or a risk of non-payment exists, it may, in its discretion, refuse the Transaction.

Alma also has a 24-hour period from the time of the Transaction to request the cancellation of the Transaction from the Seller, in the even the risk of fraud, as assessed by Alma in its discretion, is too high, which the Seller expressly accepts. In this case, Alma notifies the Seller by email or by phone according to the contact information provided during registration and proceeds with the following actions:

  • in the event the Seller has not yet shipped the goods or services associated with this Transaction, the Transaction will be cancelled by Alma;
  • in the event the Seller has already shipped the goods, the Transaction will not be cancelled. On the other hand, Alma’s guarantee will not apply unless the Seller can prove that the goods were shipped before the time at which the cancellation request was received.

The sums collected by Alma on behalf of the Seller are credited in full and in one go to the balance of the Seller’s Account within its Alma Personal Space, after deduction of the Transaction commission. Unless otherwise agreed, these amounts shall be transferred to the Seller’s bank account within 7 days.

Alma may at any time, at its discretion and for a maximum period of six months, refund one or more Transactions, in particular if they are contested, cancelled or suspected of not being in conformity with these GTCS. If such is the case, Alma can demand from the Seller the sums necessary for the cancellation or the refund of a Transaction. Any costs incurred remain at the Seller’s expense and the fees received by Alma for this Transaction are not refunded to the Seller.

The Seller is informed that in case of fraud by the End Customer, Alma is likely to proceed with any necessary action against the End Customer.

Except for derogations expressly provided for by the parties, the maximum amount of a Transaction is 2000 € (all tax included), beyond which the payment cannot be made through the Alma payment system.

Article 10. Refunds

The Seller acknowledges and accepts that its commissions due to Alma can under no circumstances be refunded. In the case of the P10X service, in the event of retraction, the costs and interest of the Buyers will be reimbursed to them in accordance with the rules. The merchant remains liable for all fees and interest due to Alma for the time the money was actually lent.

Article 11. Alma’s Commission Rates and Payments

Alma’s Commissions

For each Transaction carried out, the Seller expressly authorises Alma to automatically deduct the amount of its commission for the Services rendered.

The amount (all tax included) of the commission to be deducted by Alma is:

  • 4.4% of the amount (all tax included) of each Transaction for payments in 4 instalments;
  • 3.6% of the amount (all tax included) of each Transaction for payments in 3 instalments;
  • 3.4% of the amount (all tax included) of each Transaction for payments in 2 instalments;
  • 0.75% of the amount (all tax included) of each Transaction for payments in 1 go and in this case at least 0.20 euros;

The Seller acknowledges and accepts that the amount of Alma’s commission will be updated after the validation of the Seller by Alma with regard to its commercial activity.

In the event of an increase in the commission decided subsequently by Alma, the Seller has a period of one (1) month to terminate its access to the Services. Conversely, if the Seller continues to use the Services after having been informed of Alma’s commission increase, the Seller is deemed to have accepted it. Alma undertakes to apply such increase within one month of its notification to the Seller.

Case of Indirect Integration into the Seller’s PSP: Alma undertakes to retrocede 100% of the interchange received to the Seller.

In the context of Indirect Integration, Alma invoices the Seller for its commissions on a monthly basis. The interchange fees paid by the Seller will be indicated and deducted from the invoice sent. In the event of a negative balance, Alma undertakes to transfer the funds to the Seller.

Transfer of Sums to the Seller

Alma undertakes to validate daily the amounts due to the Seller for each Transaction.

The Seller acknowledges that the amount of the sums transferred by Alma corresponds to the amounts of the Transactions from which will be subtracted:

  • The amount of Alma’s commissions; and
  • Any refunds, even partial, granted by the Seller to End Customers.

After validation, Alma undertakes to proceed with the bank transfer within 7 days for transmission of the amounts due to the Seller unless the parties agree otherwise.

Article 12. Insurance

The Seller expressly undertakes to take out and maintain any insurance necessary for the performance of these GTCS and the provision of the Services.

The Seller shall produce proof of this upon simple request by Alma.

Article 13. Liability

Except in the event of breach by the Seller (such as for example a failure to deliver the products ordered by the End Customer), Alma shall be responsible for the effective payment of the amounts due by the End Customers.

Furthermore, each Transaction carried out by an End Customer gives rise to a contract directly between the Seller and the End Customer.

Any dispute that may arise between the Seller and the End Customer is the sole responsibility of the Seller and the latter guarantees Alma against any recourse by the End Customer or a third party.

Any legal action by a Seller against Alma hereunder shall be barred by the expiration of one (1) year from the date on which the Seller knew or is presumed to have known of the harmful event.

Exclusion of Liability of Alma

Alma can never be held liable, even partially:

  • for any harm that may arise in the context of the relationship between the End Customer and the Seller;
  • for any malfunction of the Alma Solution that is not attributable to it (including force majeure);
  • for the use of the Alma Solution by the Seller for which the Seller is solely responsible;
  • in the event of a failure on the part of a payment service provider involved in the provision of the Services;
  • in the event of non-compliance by the Seller with these GTCS;
  • any harm whose origin lies in a bad configuration of the Seller’s website that prevents the proper integration of the Alma Solution;
  • any harm that could arise in the context of an operation not subject to these GTCS, carried out by Alma following a request from the Seller;
  • for any harm arising from the use of the Service in connection with prohibited transactions in the sense of Article 5.

Alma’s Maximum Liability

In all circumstances, Alma’s liability will be limited to the sum of the amounts of the commissions actually charged by Alma during the twelve (12) months preceding the event that gave rise to the liability.

Article 14. Intellectual Property

All the Services or associated elements provided by Alma to the Seller remain the exclusive property of Alma who does not intend to assign any right to the Seller.

The Seller expressly authorises Alma to use and reproduce, free of charge, its logo and its name for the purposes of identification and exchange with the End Customers.

The Seller expressly grants Alma, free of charge, the right to use and reproduce its commercial name as well as any other identification element or distinctive signs (such as for example its logo, domain name, font or colours) for any communication, on any support, even electronic, and without having to inform the Seller beforehand.

This right of use and reproduction is limited to the countries where Alma offers its Services and is limited to a period of ten (10) years, automatically renewable in the absence of opposition from the Seller to that end.

The Seller may object to this or restrict its scope at any time by contacting the support department at support@getalma.eu.

Article 15. Personal Data

Alma undertakes to comply with the rules relating to the protection of personal data and in particular the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data, i.e. the "GDPR", and any subsequent rules.

In the context of the performance of these GTCS, Alma may have to process personal data on behalf of the Seller.

In this respect, Alma undertakes to process personal data in accordance with the stipulations defined in the Data Protection Agreement available at the following address: https://getalma.eu/legal/datasubcontracting.

The seller confirms having read and accepted our privacy policy available at the following address: https://getalma.eu/legal/data.

Article 16. Fight Against Money Laundering and the Financing of Terrorism

The Seller is asked to pay particular attention to the strict compliance with the rules and procedures in place at Alma in terms of "knowing your customer" (KYC) and the fight against money laundering and the financing of terrorism (AML/CFT). A dedicated Alma department systematically verifies compliance with these procedures. Alma’s computerised systems immediately warn of any failure to comply with KYC and AML/CFT procedures.

In the context of granting credit, Alma must collect as much information known as "KYC" as possible, in order to carry out its statutory due diligence. This information is transmitted by the Seller by means of a computerised system (API):

Name, First name, Email, Mobile number, Postal address with country of residence

Alma checks whether the person is politically exposed or not (PEPs) and whether they are on the sanction lists

Beyond the amounts defined in the internal procedures, identification documents will be requested from the buyer in accordance with the rules on additional vigilance.

Alma will refuse any Buyer who is on the regularly updated lists (PEPs, Sanction Lists, etc).

Article 17. Applicable Law

These GTCS are subject to French law.

Article 18. Competent Courts

ANY DISPUTE RELATING TO THESE GTCS SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS IN WHOSE GEOGRAPHICAL SCOPE LIES ALMA’S REGISTERED OFFICE.

Article 19. Assignment

These GTCS cannot be assigned by the Seller, except with the express agreement of Alma.

Article 20. Contact

Any claim or request for information may be addressed to Alma by writing to the following address: support@getalma.eu.

General Terms and Conditions of Use

The purpose of the General Terms and Conditions of Use is to define the terms and conditions of provision of the Payment Services by Alma, as well as the IT services in SaaS mode.

These contracts will be concluded at a distance. The acceptance of the GTCU is done remotely via the Website. The date of conclusion of the Contract corresponds to the date on which the Seller accepts the General Terms and Conditions of Sale and of Use.

The framework agreement concluded between the Parties by electronic means shall have the same probative value as a paper-based framework agreement.

Framework Agreement for the Provision of Payment Services

ARTICLE 1 Definitions

When used with the first letter capitalised, the terms in the agreement shall have the meaning defined below:

Buyer: means any User - whether natural or legal person -, end customer on the website or in the store of the Account Holder, who has transferred funds to an Account Holder through the Website by using their card or any other payment method accepted by Alma to transfer funds.

Alma: Provider of Payment Services, approved as a Payment Institution.

Account / Payment Account: means the payment account opened in the name of the Seller/Account Holder in Alma’s accounting books and used for the execution of payment operations. The Account cannot under any circumstances be considered as a deposit account.

Personal Space: means the dedicated environment of the Seller.

Business Day: means a calendar day excluding Sundays and public holidays in France.

Payment Operation: Any action consisting of the payment, transfer or withdrawal of funds, regardless of any underlying obligation between the Buyer and the Account Holder, initiated by or on behalf of the Buyer or by the Account Holder.

Payment Order: means the instruction given by the Account Holder to Alma to execute a Payment Operation.

Third-Party Payment Service Provider or Third-Party PSP: means any institution, other than Alma, authorised in a Member State of the European Union or a State party to the European Economic Area, or in a third country imposing equivalent obligations in terms of the fight against money laundering and financing of terrorism.

Payment Services: means the payment services as defined by Article L. 314-1 of the French Monetary and Financial Code.

Account Holder: means the Seller in whose name a Payment Account is opened to use the Payment Services.

Seller: Party to these GTCU which offers its goods and services to the Buyers.

ARTICLE 2 Purpose

The purpose of the framework agreement is to define the terms and conditions for the opening of a Payment Account and the provision of Payment Services by Alma to the Account Holder in return for a remuneration included in the tariffs of Article 9 of the GTCS.

The Payment Service will be provided to the Account Holder as part of:

  • The opening and management of the Payment Account;
  • The collection and holding of the funds on its behalf by Alma. In particular:
    • Upon payment of the down payment by the Buyer;
    • Upon a refund to the Buyer by the Account Holder;
    • Upon crediting of the payment account by the Account Holder for balance adjustment, if the balance is insufficient for the purpose of the refund.

Alma’s accreditation as a Payment Institution is available and can be consulted on the register site of the Autorité de contrôle prudentiel et de résolution (ACPR), regafi.fr.

ARTICLE 3 Conditions for Opening a Payment Account

The Account Holder who is a legal person expressly declares that at the time of transmission of the application and throughout all the duration of the agreement:

  • It is a properly incorporated company;
  • The Buyer has the necessary power or authorisation to use Alma’s Services;
  • It is based in France or in the European Economic Area;
  • It uses the service in a loyal, lawful and bona fide manner, in accordance with the requirements established by law and Alma;
  • It guarantees Alma’s liability against any false declaration.

The Account Holder who is a professional natural person expressly declares that at the time of transmission of the application and throughout all the duration of the agreement:

  • They are of age and legally capable;
  • They have the necessary status to exercise their professional activity;
  • They reside in France or in the European Economic Area;
  • They use the service in a loyal, lawful and bona fide manner, in accordance with the requirements established by law and Alma;
  • They guarantee Alma’s liability against any false declaration.

The opening of an Account is conditioned by the Account Holder’s authentication in accordance with the rules governing the Provision of Payment Services, in particular the fight against money laundering and financing of terrorism. Thus, the Account Holder, whether natural or legal person, undertakes to transmit the documents necessary for the opening of the Account required by Alma for validation.

Alma reserves the right to refuse to open a Payment Account for any reason without having to justify its decision. This decision will not give rise to any damages or interest.

ARTICLE 4 Operation of the Payment Account

The Payment Account will be credited in accordance with Article L. 133-3 of the Monetary and Financial Code:

  • by funds resulting from the acquisition of a Payment Operation by card initiated by the Buyer with Alma’s PSP; or
  • by the funds resulting from the acquisition of a Payment Operation by card or by transfer within the framework of the balance adjustment for refund under the conditions established by the GTCS.

The deadline for posting the funds to the balance of the Payment Account will be as soon as possible and no later than the end of the Business Day on which they were received.

In some cases, in the event of suspected fraud, for security reasons, pending additional information, the deadlines for posting may be extended.

The Payment Account will be debited following a Payment Order from the Account Holder:

  • to execute a transfer to a bank account opened in the books of an authorised Third-Party PSP in the name of the Account Holder;
  • to execute a transfer to a bank account opened in the books of an authorised Third-Party PSP in the name of the Buyer, in the case of a refund, in accordance with the terms and conditions put in place by the GTCS.

The Payment Order must contain the following information:

  • the name of the beneficiary;
  • the amount;
  • in the case of money-out, the number of the bank account opened in the books of the Third-Party PSP (Alma is not responsible if the bank details transmitted are erroneous or not updated);

In the event of suspected fraud or violation of the applicable anti-money laundering and anti-financing of terrorism rules, Alma is authorised to block any Payment Order.

The execution of the Payment Operation will be carried out within the maximum time limits, in accordance with the Arrêté of 29 July 2009, implementing Articles L. 133-9 and L. 133-13 of the Monetary and Financial Code:

  • The Payment Operation initiated on a Business Day will be executed, at the latest, at the end of that Business Day if it is made to a Payment Account.
  • The Payment Operation initiated on a Business Day will be executed, at the latest, on the following Business Day if it is made to a credit institution located in a Member State of the European Union;

ARTICLE 5 Refund

At any time, the Account Holder may send Alma instructions to cancel a transfer of funds in order to refund the Buyer or send an order to reimburse funds that have already been cashed out.

The Account Holder shall make its request from its Personal Space by indicating the amount of the refund, the Buyer to be refunded and any other required information.

The refund operation is carried out by Alma by crediting the Card used by the Buyer, within the limit of the available balance of the Payment Account. If the balance is insufficient, the Payment Account will be credited by the balance of the Personal Space if it is positive, otherwise the Account Holder will make a balance adjustment from its bank account.

ARTICLE 6 Account Statements

The Account Holder has a Personal Space governed by the service provision agreement in SaaS mode. This space allows the Account Holder to see its balance of the different services offered by Alma - Payment Service and Credit Granting Service. The balance of these two Accounts (Customer Account and Payment Account) is visible in this Space.

For each Transfer Operation executed by Alma, the Account Holder will have the following information: the reference of the Operation, the amount of the Operation, the date of receipt of the Order and, if applicable, the costs related to the execution of this Operation.

Access to the Space is secure. At each connection, the Account Holder identifies itself on the Website by indicating its identifier and password; only the authorised person is able to access this Space.

The consultation period is maintained for five years, in accordance with the rules. At the end of the contractual relationship, Alma will keep the records and documents of the Payment Operations carried out on an electronic archiving medium for the applicable regulatory periods.

ARTICLE 7 Collection from Buyers

Alma’s PSP makes the acceptance of receipt of funds allowing a buyer to pay by card accepted by Alma or by transfer in euros. It is subject to the provisions of Banque de France regarding security and must promote strong authentication for all high-risk operations. Thus, the application of 3D Secure is applied for all transactions by bank card on the Internet, Web Services, mobile applications.

ARTICLE 8 Claims

As soon as the Account Holder identifies a ground that may be challenged:

  • a potential error in the execution of the Payment Services or in their non-execution;
  • a potential error in the collection of commissions, taxes or fees by Alma;

The latter must notify Alma by an acknowledgement of receipt within a maximum of ten days, in accordance with ACPR Recommendation 2016-R-02 of 14 November 2016, or at support@getalma.eu. Claims will be processed within fifteen days of receipt.

ARTICLE 9 Fees

The services provided by Alma to the Account Holder will be invoiced in accordance with the Pricing Terms specified in the GTCS.

ARTICLE 10 Amendment and Termination

Alma reserves the right to amend the framework agreement at any time. Notification and entry into force shall be in accordance with the terms and conditions set out in the GTCS.

Termination of the GTCS shall result in the de facto termination of this agreement. Consequently, the Payment Account shall be closed. The credit of the Account will be transferred within a maximum period of thirteen (13) months to the Account Holder’s Bank Account after deduction of the fees due and payable to Alma.

Alma shall maintain access to the contractual documents for a period of five (5) years from the end of the contractual relationship. Alma will cease to provide this service at the end of the five (5) year period mentioned above_._

ARTICLE 11 Protection of funds

Alma shall take all the measures necessary under the rules for the protection of the funds. In accordance with Article L. 522-17 of the Monetary and Financial Code, Alma will keep the available funds credited to the Account Holder’s Payment Account at the end of the Business Day following the day on which they were received in an escrow account opened with Alma’s partner credit institution.

ARTICLE 12 Security and Commitments of the Account Holder

The security system shall comply with the same requirements described in the agreement for the provision of IT services in SaaS mode.

When using the Payment Account, the Account Holder must provide the same guarantees required for access to the Personal Space.

Framework Agreement for the Provision of IT Services in SaaS Mode

ARTICLE 1 Purpose

The purpose of this Agreement is to govern the provision of Services in SaaS Mode to the Seller, and the terms and conditions of the Seller’s access to its Personal Space.

ARTICLE 2 Definitions

When used with the first letter capitalised, the terms in the agreement shall have the meaning defined below:

Buyer: means any User - whether natural or legal person -, end customer on the Account Holder’s website or in-store, who has transferred funds to an Account Holder through the Website by using their card or any other payment method accepted by Alma to transfer funds.

Personal Space: the Alma environment reserved for the Seller from which it can visualise its flows.

Business Day: means a calendar day excluding Sundays and public holidays in France.

Services: the services provided by Alma to the Seller composed of the making available of the Solutions (the access to the Personal Space and the making available of the Alma offer on the Seller’s website or in-store is also considered as part of the SaaS software as it requires an integration if it does not pass through a module).

Solutions: the operational functions proposed in the application service in SaaS mode by Alma to the Seller.

Seller: Party to these GTCU which offers its goods and services to the Buyers.

ARTICLE 3 Description of the Services

It is specified here that the Services will be integrated on the Seller’s website or in-store.

Alma provides the following Services:

  • A right of access to a Personal Space;
  • A right to make available to buyers on the Seller’s website or in-store the means to access the Solution dedicated to the payment of the price of goods and/or services;
  • Maintenance and technical support services.

ARTICLE 4 Dedicated Environment / Personal Space

Alma shall create a dedicated environment / Personal Space for the Seller. The Seller undertakes to ensure that only authorised persons access the Personal Space, using the access procedures defined by Alma. Each authorised person will have their own identifier and password. They are responsible for the use made of the identifiers and password. The management of access authorisations to the Personal Space is under their responsibility. In case of theft of the credentials, the Partner is invited to immediately contact Alma’s support.

The dedicated user environment includes a data collection tool which enables Alma to improve the seller's payment solution experience.

It must not breach, by its negligence, its obligation to secure its Internet access.

The Personal Space is made available by Alma’s host 24 hours a day, 7 days a week and 365 days a year.

Alma’s PSP payment page is PCI-DSS accredited. For information on our PSP’s service level agreement, you can visit this page.

ARTICLE 5 Right of Use of the Solutions

Alma shall grant the Seller a right to use the Solutions for the duration of this agreement.

The Solutions include:

  • A payment technique kit accessible from the Seller’s website or in-store.
  • A right (via a unique key) to access an API (Application Programming Interface) developed by Alma and allowing the making available of payment facilities to the buyer.
  • A module allowing the visualisation of the Account by the Seller and its feeding if necessary.

The secure solution technique of “Card Tokenisation” allows Alma:

  • To propose to the Buyers the payment through Alma’s partner PSP on behalf of the Seller, provided that the Buyer who is paying expressly accepts it and that their card is still valid;
  • To be able to make regular payments on behalf of Alma and the refunds, subject to the receipt of the Buyer’s consent.

The Seller guarantees that it does not store any bank or payment card number in its systems.

The Personal Space allows the visualisation of the payment flows via an API. Two types of flows are credited in the Seller’s environment. On the one hand, the flows that correspond to the Payment Service offered by Alma on behalf of the Seller, which is the collection of the Down Payment and of the cash payments as well as the refunds that the Seller makes to its customers. On the other hand, the advance by Alma to the Seller under the Financing Company activity. These flows correspond to the amount of the credit granted to the buyer but made available to the Seller.

Two technological environments are available: a test environment, which is used prior to the production launch, and a production environment.

ARTICLE 6 Maintenance Services and Technical Assistance

Alma shall provide the Seller with a support service that can be reached at support@getalma.eu from 9am to 7pm on Business Days.

ARTICLE 7 Force Majeure

In the event of force majeure, the Parties shall not be held liable in the event of impossibility or delay in the performance of the Contract. Each Party undertakes to notify the other Party in writing, as soon as possible, of the occurrence of any event of force majeure. Following the notification, the Parties shall meet to assess the consequences of this event on the conditions of performance of the Contract. Each of the Parties shall endeavour to reduce the consequences of this event. As soon as the event of force majeure disappears, the Party prevented from making performance shall inform the other Party of this disappearance and shall immediately begin the performance of its contractual obligations.

Alma shall not be liable for any malfunctioning whatsoever, which is independent of its will and which it has nothing to do with, of the third-party systems on which its platform is based.

ARTICLE 8 Access to the Personal Space

Access to the Personal Space is secured by authentication rules. Indeed, in order to access its Personal Space, the Seller is subject to a double authentication in the form of a validation via a link sent by email: at its first connection to its customer space, every 90 days and at the addition of a new device to the account, the Seller will receive a single-use link, valid for one hour, which it must click on in addition to having entered its password to be able to connect to the Personal Space. This link contains a unique JSON web token allowing it to validate its connection in a secure way via the credentials contained in the token. Together, the link sent by email and the password entered on the Alma interface create this 2-factor authentication (2FA).

In case of loss or theft of the secured data of access to its Personal Space, the Seller must contact Alma by any means in order to request the blocking of its account. In case of suspicion of fraudulent use of the Seller’s Personal Space, Alma reserves the right to block the account.

ARTICLE 9 Confidentiality

The Parties undertake to treat all information and documents concerning the other Party to which they might have had access during the performance of the Contract as confidential. In particular, the data defined in Articles L. 519-22 et seq. of the Monetary and Financial Code, as well as, but not limited to, the data of the Buyers.

Alma is bound by professional secrecy. However, this secrecy can be lifted:

  • in accordance with legislation, by virtue of a regulatory and prudential legal obligation;
  • by the effect of the rules, to the benefit of the companies providing Alma with significant operational tasks under the Contract.

DATA PROTECTION AGREEMENT

PREAMBLE

In accordance with the European Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "GDPR") and Law No. 78-17 of 6 January 1978 relating to information technology, data files and civil liberties as amended.

All terms not defined under this Annex have the meaning given to them in the GDPR.

This agreement is entered into between:

Alma, a simplified joint stock company with a capital of 370 307.87 euros, registered in the Nanterre Trade and Companies Register under number 839 100 575, based at 176, avenue Charles de Gaulle, 92200 Neuilly-sur-Seine, approved as a Payment Institution and Financing Company registered under number 90786, which can be consulted on the Regafi website,

Acting as the Data Controller within the limits of the processing operations carried out under the Contract between the parties,

Hereinafter referred to as Alma or Data Controller

And

The company or the natural person acting in a professional capacity proposing Alma's services to its customers acting as a Processor within the limits of the processing operations carried out under the Contract between the parties. The latter may well be a Data Controller for the same data within the context of another processing operation related to its activity.

Hereinafter referred to as the Seller or Processor.

The Parties undertake to comply with any data protection rules that may be applicable for the performance of the Contract and in particular: (i) the GDPR; (ii) its complements in domestic law; and (iii) any other regulations applicable to the processing of personal data which are applicable during the duration of the Contract. The Parties shall ensure that their collaborators and Processors comply with these terms.

Definitions:

Buyer : means the consumer who purchases the goods and services offered by the Seller on its Internet site or in its store.

Contract : means all the contracts signed between Alma and the Seller (GTCS and GTCU).

Data Protection Legislation : means the GDPR and Law No. 78-17 of 6 January 1978 relating to information technology, data files and civil liberties as amended, as well as any law or recommendations of the Commission nationale de l'informatique et des libertés (CNIL) or of the European Commission which are issued to complement these rules.

Parties : means Alma and the Seller who contracts with Alma.

Data Processing Operation : corresponds to all operations or sets of operations on a piece of data, whatever the process used (CNIL definition).

Service Provider : means the legal persons that provide essential services to Alma.

  1. Categories of Personal Data

The personal data of the Buyers collected and processed by the Seller when they select the Alma payment solution are the following:

  • Identity/civil status data (surname, first name, email, telephone number, postal address with country of residence - this data is collected and transmitted by the Seller, the Buyer is informed by the Seller and through the privacy policy; identification document required according to the rules such as identity card, driver's licence, proof of address - this data is collected directly from the Buyer);
  • Connection data (IP address in particular);
  • Economic and financial data (bank card tokenisation, bank account aggregation).
  1. Purposes and Basis of the Processing Operations

Alma's main purpose is to grant credit to Buyers for the purchase of the products offered by the Sellers. In the context of the achievement of the ultimate purpose, several purposes come into play:

  • Evaluation of the Buyer's eligibility or scoring;
  • Collection of the Buyer's debt;
  • Fight against fraud;
  • Fight against money laundering and financing of terrorism.

The basis is contractual, legal (rules governing the activity of the Data Controller) and of legitimate interest.

  1. Duration of the Processing

The processing lasts throughout the business relationship between Alma and the Buyer, until the debt is collected.

The data will be kept in accordance with the rules, up to five years after the end of the contractual relationship.

  1. Processor's Obligations

In accordance with Article 28.1 GDPR, the Processor undertakes to present sufficient guarantees regarding the implementation of appropriate technical and organisational measures so that the processing meets the requirements of the GDPR and guarantees the protection of the data subject's rights.

  1. Following Alma's Instructions

As a Processor of Alma, the Seller undertakes to process personal data only in strict accordance with Alma's documented instructions, and only in the context of the purposes defined above.

The breach of the obligations set out in this agreement constitutes a fault that may give rise to a termination for fault of the Contract.

The Processor must notify Alma immediately if:

  • It is no longer able to perform the Contract in accordance with Alma's instructions or the Data Protection Legislation;
  • An instruction from Alma seems to it to be in violation of the Data Protection Legislation.
  1. Processor's Commitments

The Processor must assist Alma in handling requests from a personal data protection supervisory authority (a "Supervisory Authority").

In the context of this agreement and in accordance with the rules, the Processor shall:

  • Ensure that those authorised to process personal data undertake to respect confidentiality or are subject to an appropriate legal obligation of confidentiality;

  • Take all measures required to guarantee the security of the Processing under Article 32 GDPR;

  • Guarantee the confidentiality, integrity, safeguarding and archiving of the personal data it collects and transmits to Alma hereunder;

  • Put in place all necessary and useful measures which ensure that access to its information system is secure, limiting access to authorised persons only;

  • Ensure the continuity of its information system to allow the restoration of the service in the event of an incident, as well as the availability of data, the traceability of access at any time;

  • Make available to the Data Controller all information necessary to demonstrate compliance with its obligations and to enable and assist in audits, including inspections, by the Data Controller or another auditor appointed by the Data Controller;

  • Take into account the nature of the processing, help the Data Controller, through appropriate technical and organisational measures, to the fullest extent possible, to fulfil its obligation to comply with the requests sent to the Processor by the data subjects to exercise their rights under Chapter III of the GDPR. The latter does not respond directly to the requests, it informs Alma of the request and invites the user to contact the Data Controller at the following address: dpo@getalma.eu;

  • Permanently delete, at the end of the contract, all personal data still in its possession. If the Processor wishes to retain the data for another purpose, it will be the Data Controller for its purpose and must have priorly obtained the consent of the data subjects.

  • Help the Data Controller to ensure compliance with the obligations laid down in Articles 32 to 36, taking into account the nature of the processing and the information available to the Processor, by helping the Data Controller:

    • to carry out data protection impact assessments;
    • to ensure compliance with its obligations under the Data Protection Legislation in terms of security, in particular notification to the CNIL and to the data subjects.
  1. Specific Disclosure Obligation of the Processor

Alma is the Data Controller but the Seller/Processor is in direct relationship with the data subjects - the buyers. The Processor is therefore responsible for the fulfilment of the disclosure obligations set out in Articles 13 and 14 GDPR. This disclosure obligation shall be fulfilled by making available the GTCU or the credit agreement as well as the privacy policy of Alma.

  1. Notification of a Personal Data Breach

The Processor is obliged to set up a system that allows it to detect, take the necessary measures to stop and notify any breach of the processed personal data. The latter must without delay (less than 48 hours after becoming aware of it) inform Alma of any breach or suspicion of breach of personal data. This notification must be supplement by all useful documentation in order to allow Alma, if necessary, to notify this personal data breach to the CNIL and to the data subjects.

The Processor shall not make any notification to data subjects or the CNIL without instructions and approval from Alma.

  1. Subsequent Subcontracting

The Processor may call upon another Processor, the "Subsequent Processor", in the context of these processing operations. In this case, the Processor shall priorly inform Alma in writing of any changes envisaged concerning the addition or replacement of other Subsequent Processors. This information must clearly indicate the subcontracted processing activities, the identity and contact details of the Subsequent Processor and the dates of the subcontracting agreement.

In accordance with Article 28.4 GDPR, where a processor engages another processor for carrying out specific processing activities on behalf of the controller, the same data protection obligations as set out in the contract or other legal act between the controller and the processor as referred to in paragraph 3 shall be imposed on that other processor by way of a contract or other legal act under Union or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organisational measures in such manner that the processing will meet the requirements of this Regulation. Where that other processor fails to fulfil its data protection obligations, the initial processor shall remain fully liable to the controller for the performance of that other processor's obligations.

  1. Transfer of Data Outside the European Economic Area

Some of Alma's Service Providers are located outside the European Economic Area. The data transfers are made with the appropriate guarantees under the Data Protection Legislation.

The Processor undertakes not to carry out data transfers outside the European Economic Area except if it has previously informed and obtained the written consent of Alma for the implementation of the data transfer outside the European Economic Area. The Processor also undertakes to put in place the appropriate guarantees for the supervision of this data transfer outside the European Economic Area.

  1. Obligations of the Data Controller

Alma is obliged to comply with the provisions of the personal data rules in carrying out the processing operations, in particular the purpose of the processing operations, the duration of storage of the data or the notification to the data subjects.