B. GENERAL TERMS AND CONDITIONS
Article 1: Definitions
For the purposes of these General Conditions, the following terms, when capitalized, shall have the
have the meanings attributed to them below:
3D Secure : "Three Domain Secure" security protocol developed by Visa
International Inc.
and marketed under the brand name "Verified by Visa", and by MasterCard International
Inc. under the brand name "MasterCard Secure Code", including its successive versions and modifications.
modifications. The basic principle of 3D Secure is to link the financial authorization process
to online authentication.
Buyer: a person who uses a Payment Method issued by an Issuer to purchase products or services from a Seller on the Marketplace.
services from a Seller on the Marketplace.
Acquirer: financial institution providing Acquisition Services. The Acquirer
is
authorized by the relevant Payment Schemes to acquire Buyer Transactions through their
through their Issuers.
Fine : penalties, increased service charges or any other additional payments and any associated
any associated costs imposed on a Seller and/or the Market Operator by the Schemes.
of
Payment Schemes and/or by Acquirers, or imposed on or passed on to Ingenico FS. Fines
fines
may be imposed as a result of a breach of law or of the rules of the Payment Schemes.
Payment
by the Seller or by the Marketplace Operator, for example, or caused by the
Seller
or by the Marketplace Operator, by excessive levels of fraud or Chargebacks, or
by
the acceptance of payments for goods or services that could damage Ingenico FS's reputation
reputation of Ingenico FS, Payment Schemes or Acquirers.
Authorization: authorization of a Payment Transaction given by an Issuer at the request
the request of the Marketplace Operator and communicated through an Acquirer
prior to Capture of the Transaction. Authorization is not a guarantee of payment
since an
Transaction may still be blocked, rejected or even reversed.
Capture: confirmation by the Marketplace Operator on behalf of the Seller that an authorised
Transaction is to be presented to the Issuer, and the Buyer may be debited.
Card: debit or credit card held by a Cardholder and used to make Transactions.
Transactions.
>Chargeback debit rejection, or return of funds to a Buyer following a disputed Transaction, which is required by a Buyer or its Issuer under the Rules of the Schemes.
by a Buyer or its Issuer under the Rules of Payment Schemes that allow Chargebacks.
Payment Scheme Rules that authorize Chargebacks.
Commissions : fees payable by the Seller under the agreement between the Seller and the
the Marketplace Operator under which the Marketplace Operator makes the Marketplace
Marketplace Platform to the Seller.
Control (or Control and its conjugated forms) : the power, direct or indirect, of an entity to
entity
to direct or influence the direction of the governing bodies of another entity, whether
whether
through the ownership of voting securities, by contract or otherwise.
Delivery Date : date on which the Products & Services are provided.
Effective date: date on which the present General Terms and Conditions entered into
between
Ingenico FS and the Seller for the Services come into force.
Capture Time : time during which an authorized Transaction can be Captured. The
Capture Time varies according to the Payment Method.
Payment Period : number of Business Days between the day Ingenico FS
receives
the funds from the Acquirers, the Payment Schemes or the Marketplace Operator and
the
the day on which it prepares the Settlement of the funds to the Seller (for an effective Payment in the following Payment Cycle), in accordance with the instructions given by Ingenico FS.
Payment Cycle), as instructed by the Market Operator.
This parameter is agreed between the Market Operator and the Seller.
Transaction Currency : the currency of a Transaction. Each Payment Method is
associated
available Transaction Currencies. For payment
payment and
Refunds, the Transaction Currency is established by the Seller as being the currency
associated with the Transaction amount. For Chargebacks, the Transaction Currency is
established
by an Issuer in accordance with the rules of the applicable Payment Schemes.
Currency of Payment: currency of funds in which Ingenico FS Settles the Seller according to
the
instructions of the Marketplace Operator.
This parameter is agreed between the Marketplace Operator and the Seller.
Payment Services Directive : Directive (EU) 2015/2366 of the European Parliament and of the Council of
of the European Parliament and of the Council of November 25, 2015 on payment services in the
market. For the avoidance of doubt, any reference to the Payment Services Directive
payment services
also includes the applicable local implementation of this directive as well as any
amendments,
amendments, modifications or corrections to these legal instruments and any
legal instrument
replacing in whole or in part the directive and/or its local implementation.
local implementation.
Personal Data: data of a personal nature as defined by the Law on
the
Data Protection Act.
Issuer : financial institution that opens an account for a Purchaser for a Means of
Payment under a contract signed between them.
Foundation or "Stichting Beheer Derdengelden Ingenico Financial Solutions": Foundation
established under Dutch law, having its registered office in Amsterdam, the Netherlands, and its
address
address at 1200 Brussels, Boulevard de la Woluwe 102, in Belgium, registered with the Kamer van
Koophandel (Dutch Chamber of Commerce) under number 53732332. For certain Means of
Payment, the Foundation contributes to the execution of payment services. In this case,
any reference to Ingenico FS's bank account or to the remittance of sums of money to Ingenico
FS
refers indiscriminately to the bank accounts of Ingenico FS or those of the Foundation.
with regard specifically to Means of Payment for which the Foundation intervenes,
Frequency of Payment : cycle of Payments during which Ingenico FS Pays the funds collected
collected to the Seller, e.g. daily, weekly or monthly, depending on the
the
Marketplace Operator's instructions. Alternatively, the Payment may be executed
at
a specific event, such as delivery by the Seller, or upon a specific triggering event
event such as delivery by the Seller.
This parameter is agreed between the Market Operator and the Seller.
Payment Gateway : gateway or electronic connection method or service provider used by the
used by the Marketplace Operator via the Marketplace Platform.
Marketplace
Marketplace Platform to provide payment information relating to the various Transactions which
enable Ingenico FS to provide its Services in this respect.
Ingenico FS: is a licensed electronic money institution, subject to the
supervision
of the National Bank of Belgium (the "NBB"), having its registered office at 1200
Brussels,
Boulevard de la Woluwe 102, and registered with the Brussels Trade Register (RPM-RPR) under number
number 886.476.763. Ingenico FS is duly authorized to provide payment and e-money services
electronic money services (authorization available on the BNB website :
https://www.nbb.be/fr/supervision-financiere/controle-prudentiel/domaines-de-controle/etablissements-de-paiement-et-9)
Ingenico Group: Ingenico Group SA, headquartered at Boulevard de Grenelle 28-32,
75015 Paris, France, and registered under number 317 218 758 RCS Paris.
and/or
any entity controlled directly or indirectly by Ingenico Group SA.
Business Day: a day other than a Saturday or Sunday on which financial institutions (including
financial institutions (including Acquirers and Payment Schemes) are open in Belgium
between 9
a.m. and 6 p.m. (Central European Time or "CET":
https://www.timeanddate.com/time/zones/cet).
Data protection law : general data protection regulation
(Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the
protection of individuals with regard to the processing of personal data and
à
the free movement of such data) as amended or replaced from time to time and, if the
regulation
General Data Protection Regulation does not apply, Directive 95/46/EC of October 24, 1995
and
its local implementation. The Data Protection Act also refers to local
local accessory provisions on data protection, provided they comply with the general
comply with the General Data Protection Regulation and, for as long as it applies
Directive 95/46/EC. In countries where the General Data Protection Regulation
of
and Directive 95/46/EC do not apply, the Data Protection Act
refers to
the local data protection law.
Amount of unfulfilled orders : total amount of authorized Transactions,
Captured
and/or Settled for the Seller at a given time and for which Products & Services have not been
not
have not been delivered to the relevant Buyers at that time and/or for which the right of return
or
of return or cancellation of the order available to Buyers under the Seller's terms and conditions
and/or applicable law have not yet lapsed.
Means of Payment : the various types of card and any other means of payment
(in particular online and offline bank transfers) operated by the Online
Payment
under which the Marketplace Operator may accept payments from Sellers.
Sellers.
Marketplace Operator : entity operating the Marketplace, designated in
point A
article 1 hereof.
PCI-DSS : (Payment Card Industry Data Security Standards) set of detailed
requirements
imposed under the rules of Card Schemes as regularly published by
by
the PCI Security Standards Council (https://www.pcisecuritystandards.org).
Marketplace : website of the Marketplace Operator, which integrates the
Products & Services.
Marketplace Platform : service offered to the Seller by the Marketplace Operator.
of
Marketplace Operator (under a separate agreement between them) enabling the Seller to integrate its
offers
on the Marketplace.
Products & Services: products and/or services authorized by the Marketplace Operator,
which
the Seller sells to Buyers on the Marketplace.
Payment Scheme Rules : all regulations, rules, rules,
operating instructions, procedures and/or exemptions published regularly by the
Payment
Schemes.
Settlement (or Settle and its conjugated forms) : payment of amounts by Ingenico FS
to
a Seller's bank account (or the Marketplace Operator's bank account)
concerning funds received by Ingenico FS from Purchasers, Payment Schemes or
from
the Marketplace Operator for Transactions processed on behalf of the Seller, less
from
and amounts for Refunds, Chargebacks, Fines and the Commission due to the
Commission due to the Market Operator, as well as any other charges as instructed by the
Market Operator's instructions. If the balance is positive, it gives rise to a
Payment.
Refund : cancellation (partial or total) of a Payment Transaction that has already been
already
already been Captured and which gives rise to the reimbursement of funds to the Buyer on the initiative or at the
request of the Seller.
Card schemes : associations such as CB, Bancontact, Visa or MasterCard.
Payment Scheme : a person (including a Card Scheme) who offers a Means of
Payment
and regulates it using Payment Scheme Rules.
Services : reporting, reconciliation and settlement of funds, which may come from
several
Purchasers, for the Seller.
Acquisition Services: services consisting of acquiring Transactions made by
the
Buyers for the benefit of the Seller.
Cardholder : the person to whom a Card has been issued by an
Issuer. A Cardholder is a Buyer.
Transaction: a transaction based on one of the Means of Payment. A Transaction
can
be a payment transaction, a Refund or a Chargeback.
Seller: Merchant whose products or services are offered on the Marketplace.
Marketplace. Sellers are professional merchants (not private individuals). The Market
of
Marketplace Operator may also be a Seller.
Versement (or Verser and its conjugated forms) : Settlement by Ingenico FS of a positive value
to a Seller.
Article: Services
2.1. Collection and settlement of funds
On the instructions of the Marketplace Operator (on behalf of the Seller), and unless expressly
expressly agreed otherwise for certain Payment Means, funds debited from Buyers' accounts for
Purchasers' accounts for validly processed Seller Transactions (Transactions for which the
whose Buyer Authorization has been confirmed by the Payment Gateway) are Settled to
Ingenico FS, who will then Pay the funds received to the Seller after deduction of the Refunds,
Chargebacks, Fines, Commissions and other fees, as instructed by the Marketplace Operator.
Market Operator. This Payment is executed within the Payment Period and in the Payment Currency,
at the Payment Frequency agreed between the Seller and the Market Operator.
If, after this deduction, the balance is positive, Ingenico FS will proceed with the Payment. If the
has several accounts (in different currencies, for example), Ingenico FS may, at its sole discretion
its sole discretion, offset the negative balance of one account against the positive balance of another.
In this case, the exchange rate established by the Payment Schemes, the Acquirers, the Marketplace Operator and/or Ingenico FS will be used.
and/or Ingenico FS shall apply.
Ingenico FS will only Settle Transactions for which it has actually
actually received the funds and only after such funds have been received.
Ingenico FS reserves the right to refuse Settlement of Transactions if they are
Captured, but are found to be fraudulent or subject to Chargeback.
Ingenico FS may do so until completion of the investigation by Ingenico FS or by the
the relevant Acquirer or Payment Scheme or by any third party designated by either of these parties.
parties. Seller shall cooperate fully with such investigation.
No interest shall be due on amounts held by Ingenico FS on behalf of the Seller prior to the
the Settlement in its favour.
If a Transaction has not been carried out or has been carried out incorrectly, Ingenico FS will, at the Seller's request, make every effort to trace the Transaction and notify the Seller of the result.
to trace the Transaction and notifies the Seller of the result of its search.
to the Seller.
The Foundation's liability to the Seller shall be limited to the Settlement in its favour of the funds it has received for this purpose, subject to the conditions applicable to the Settlement.
funds it has received for this purpose, subject to the conditions applicable to Settlement
set out in these General Terms and Conditions for the Marketplace.
Ingenico FS is obliged to provide the Services to the Seller.
The Seller shall address all requests, notifications or complaints relating to the Services
to the Marketplace Operator.
2.2. Currency and means of payment
The Seller has agreed the Payment Currency and Means of Payment with the Marketplace Operator.
Market Operator.
If the Transaction Currency is different from the Payment Currency, the Seller accepts that
exchange rates are set by Payment Schemes, Acquirers and/or Ingenico FS,
unless otherwise expressly agreed in writing with Ingenico FS.
Article 3: Availability
Ingenico FS may decide to interrupt its Services in whole or in part, without prior notice
(i) to prevent and remedy any failure or breakdown of its hardware, software or communications
communication equipment, (ii) if deemed necessary, including,
without limitation, in the event of attempted piracy, embezzlement, abuse or fraud, or
(iii) to maintain, improve or enhance the security of the Services.
enhance security. Ingenico FS shall in no event be liable for any damages resulting
resulting from such interruptions.
Article 4: Seller's obligations
4.1. Assessment of the conditions imposed by the Means of Payment
The Seller shall assess whether the conditions imposed by the Means of Payment for Settlement
(as regularly communicated to the Seller through Ingenico FS and by the Payment
the Payment Schemes on their websites and by other means of communication)
are acceptable to it.
The Seller is aware of the fact that Ingenico FS will not compensate the Seller for late performance
insolvency or bankruptcy of a Purchaser or a Payment Scheme as a result of which the Seller
Payment Scheme as a result of which the Seller receives late Settlement or no Settlement for
Settlement for Transactions processed.
4.2 Capturing transactions
The Seller has instructed the Marketplace Operator to Capture Transactions on its behalf.
on his behalf. The Seller accepts that authorized Transactions are subject to a limited maximum
period. Transactions that are not Captured within the applicable timeframe cannot be
cannot be Settled.
4.3. Application of best practices and compliance with the highest safety standards
standards
4.3.1. The Seller complies with all applicable laws and Payment Scheme Rules and the strictest
the strictest security standards and complies with PCI DSS standards if it offers a
means of payment.
4.3.2. The Seller shall immediately inform Ingenico FS in writing, through the intermediary of the
Market Place Operator, of any event that may give rise to unauthorized use of the Services
unauthorized use of the Services as well as any abuse or fraud that it has observed. Upon
receipt of such notification, Ingenico FS may deactivate and/or suspend all or part of the
of the Services in order to minimize loss or damage.
4.3.3. The Seller is obliged to inform Ingenico FS without delay (in this case also,
through the Marketplace Operator) of any problems relating to the use of the
use of the Services. For unauthorized Transactions,
please refer to article 7.1. Ingenico FS will do everything reasonably possible to
possible to remedy such problems.
4.4 Transaction verification
The Seller undertakes to exercise constant, effective and adequate control over its Transactions by
by consulting the information made available by the Marketplace Operator.
Operator.
The Seller shall inform Ingenico FS without delay, via the Marketplace Operator, of any Transaction not authorized under the terms of this Agreement.
of any Transaction not authorized under article 7.1 below.
4.5. Delivery dates for Products & Services
The Seller does not accept any change of delivery address for a Transaction for which an
for which an Authorization has already been requested.
The Seller is not authorized to use the Services for the purposes of prepayment by a
Products & Services for which the Partial or Total Delivery Date is more than
12 months from the date on which the Transaction is submitted for processing.
processed.
4.6 Products & Services
The Seller shall not use the Services for the payment of Products & Services if it is
illegal to offer or provide them in the country concerned and/or Products & Services
Services that are not approved by the Marketplace Operator. Other restrictions
restrictions as set out in the applicable Payment Scheme Rules may apply to certain
apply to certain Payment Methods.
4.7 Document retention and participation in audits
The Seller shall retain a copy of all documents relating to any Transaction
and the ordering and supply of the Products & Services, whichever is the longer, for
(i) for 10 (ten) years from the date on which the Transaction is processed, or
or (ii) during the warranty period applicable to the Products & Services supplied. The copy
documents also include, but are not limited to: shipping information, invoices relating to
invoices relating to the Products & Services delivered as well as all contacts with the
with the Buyer.
In the event of an investigation by Ingenico FS, an Acquirer, a Payment Scheme or the Marketplace Operator
concerning Chargebacks, Refunds or suspected fraud, or in the event of a request for information
fraud or in the event of a request for information sent to Ingenico FS by an Acquirer, a Payment
Payment Scheme or the Marketplace Operator or any competent authority whatsoever, the
Seller will cooperate fully in any verification of such documents.
4.8 Provision of information at the first request of Ingenico FS
At any time, upon first request by Ingenico FS, the Seller shall provide all required information
required on the Transactions, its activities and its beneficial owners or legal
legal representatives.
At any time, at Ingenico FS's first request, the Seller shall provide all information required
required concerning the actual or expected dates on which the Seller's Products & Services
Vendor's Products & Services are provided or a Transaction will be processed as well as the estimated average time between
the authentication of the Transaction and the related delivery dates. The Seller
at Ingenico FS's first request, all information required by Ingenico FS concerning the Seller's
concerning its financial situation, solvency and liquidity.
This information is used by Ingenico FS to estimate the amount of any unfinished order.
unfinished orders.
4.9 Supervision and recording of calls - Seller's duty to inform personnel in a
timely
Ingenico FS may monitor and record calls made to and from the Ingenico FS customer
Ingenico FS customer support team for quality control purposes and record them for evidentiary
for evidentiary purposes. Authorized Ingenico FS personnel may listen to calls live or on the basis of a recording.
or on the basis of a recording. Since Ingenico FS does not usually interact with the Seller's
members of Seller's personnel prior to their first call, Seller shall communicate
in a timely manner to all members of its staff who need to know
that the legal information required on this subject can be found by clicking on the appropriate
the appropriate link on the Web Site.
Article 5: Fees
Unless otherwise specified in the Terms and Conditions, Ingenico FS does not charge any fees to the
Seller for the Services.
Article 6: Chargebacks
6.1. The Seller is responsible for any Chargeback on its Transactions (either it is
to Ingenico FS or the Marketplace Operator if Ingenico FS has entered into a contract with the
contract with the Buyer for the Marketplace, or it acknowledges that it is liable to the Operator of the Marketplace.
responsible to the Marketplace Operator if the Marketplace Operator has entered into a
contracted with the Purchaser for the Marketplace), regardless of the cause. The
effectively minimizes Chargeback risks by applying appropriate procedures for the
for the review and acceptance of orders and the submission of Transactions.
6.2. If Ingenico FS has reason to suspect that the Seller will not deliver its Products & Services by the
Services on or before the Delivery Dates used to calculate the Amount of unfulfilled orders
and/or if Ingenico FS has reason to believe that the Products & Services for which it is
Services for which it processes Transactions are fraudulent, likely to generate significant
generate large volumes of Chargeback and/or are illegal, Ingenico FS is authorized to suspend the
Settlement of all associated Transactions until such time as it is satisfied that the Seller's
Seller's Products & Services are delivered in accordance with the applicable laws
and the orders placed by the Buyer.
6.3 The amount of any Chargeback may be deducted from the Settlement Amount.
6.4 Notwithstanding the foregoing, as Chargebacks may occur well after the date of the
Transaction in question, the Seller acknowledges and accepts that, notwithstanding termination of the
General Terms and Conditions, Ingenico FS or, as the case may be, the Marketplace Operator
Marketplace Operator, as the case may be, shall retain the right to recover Chargebacks and associated
from the Seller in respect of all Chargebacks relating to Transactions effected during the
during the term of the General Terms and Conditions.
6.5. As Chargebacks may be entered by Issuers in currencies other than the original
currency of the original payment, the Seller accepts the exchange rates applied by the Payment
Payment Schemes, Acquirers and/or Ingenico FS.
Article 7: Unauthorized transactions
7.1 The Seller shall promptly inform Ingenico FS, via the Marketplace Operator in its capacity as payment service provider, of any Transaction.
Marketplace Operator, in its capacity as payment service provider, of any unauthorized
Transaction it has detected.
7.2. The Parties have expressly agreed that the rights and obligations stipulated in Title 3
and articles 62 par. 1, article 64 par. 3 and articles 72, 74, 76, 77, 80 and 89 of the Payment Services
Payment Services Directive and in any subordinate legislation implementing the rights and
the rights and obligations of the Payment Services Directive in the country where the
where the Services are to be provided will not apply to their contractual relationship.
contractual relationship.
The parties' contractual relationship for the Services, including Ingenico FS's liability
liability of Ingenico FS to the Seller in respect of the provision of the Services, is therefore
determined exclusively by the provisions of these Terms and Conditions.
7.3 Ingenico FS reserves the right to suspend the Services for objective reasons of security
suspected fraud or unauthorized use.
Article 8: Intellectual property rights
Ingenico FS and its suppliers are the owners of the intellectual property rights
rights to the software used to provide the Services.
No intellectual property rights are transferred and, in accordance with these General
Terms and Conditions, the Seller (to the exclusion of any other person) receives only a limited
a limited, non-exclusive, personal and non-transferable license to use the software
software and other media made available by Ingenico FS, solely for the purpose of using the
use the Services in accordance with the terms and conditions and for the duration of these
Terms and Conditions.
Article 9: Confidentiality
All data relating to the Seller or to Ingenico FS and designated as confidential
confidential, as well as all data not expressly designated as confidential but which could
confidential but could reasonably be deemed to be so, shall be deemed to be
confidential ("Confidential Information(s)").
The following data is considered confidential, and no special mention is required
is necessary:
-
all financial data ;
-
les dispositions de cette Convention;
-
all other contractual documents concluded between the Parties;
-
all user manuals and guides relating to Ingenico FS products and services.
Ingenico FS products and services.
The Party receiving the Confidential Information will not disclose the Confidential Information
third parties other than its Affiliates (for Ingenico FS, all entities of the Ingenico Group and
entities of the Ingenico Group and, for the Seller, all entities Controlled by the
the Seller) without the prior written consent of the other Party, except in the following cases
following cases:
-
to any third party in order to provide the Services or as a result of the provision of the
of the Services;
-
any judicial or administrative authority or any other authority responsible for
law enforcement authorities, at their request;
-
to any data subject (as defined in the Data Protection Act)
following a valid request;
The Party receiving the Confidential Information will apply the same level of precaution to the Confidential Information it receives as it applies to its own Confidential Information.
to the Confidential Information received as it applies to its own Confidential Information.
Confidential Information.
This obligation of confidentiality remains in force for the duration of this
Agreement. It shall continue to apply for three (3) years following the end of this
termination of this Agreement, for whatever reason.
Article 10: Data protection
Ingenico FS is the controller (as defined in the Data Protection Act) of the Personal Data
Personal Data in connection with the Services, Ingenico FS will ensure compliance with the applicable
compliance with the applicable Data Protection Act.
Article 11 Duration and termination
11.1 Duration and termination without cause
These General Terms and Conditions come into force on the Effective Date for
indefinite duration.
Either party may terminate these General Terms and Conditions at any time by giving at least one month's (in the case of termination by the Seller) or two months' written notice.
written notice of at least one month (in case of termination at the Seller's initiative) or two
months (in the event of termination at the initiative of Ingenico FS) as provided for in article 4 of the
Special Conditions above.
Article 4 of the Special Terms and Conditions sets out other possibilities for Ingenico FS to terminate the General Terms and Conditions.
terminate the General Conditions.
11.2 Termination by Ingenico FS
Ingenico FS is entitled to terminate these General Terms and Conditions by registered mail
by registered mail, in whole or in part, with immediate effect, without notice, without compensation
compensation of any kind to the Seller and without prejudice to any other action or remedy
available in the following cases:
-
the Products & Services infringe the legislation in force in the country in which
said Products & Services are offered (or Ingenico FS has reasonable grounds to believe
believe);
-
the Seller has changed the type of Products & Services without obtaining prior written authorization from the Marketplace Operator to use the Services for the new types of Products & Services it offers;
-
an Acquirer, a Payment Scheme or a Marketplace Provider requires
Ingenico FS to stop or suspend the provision to the Seller of Services related to the Means of Payment
Payment Scheme makes available to the Seller;
-
Ingenico FS has manifest reason to believe that the Seller is likely to
become insolvent or unable to provide the Products & Services;
-
the Seller violates the Payment Scheme Rules or applicable laws in connection with the
the use of the Services;
-
the Seller does not comply, or no longer complies, with the terms of these General Terms and Conditions and,
and, if it was possible to remedy it, has not done so within 15 days of the date on which
Ingenico FS has informed the Seller of such failure;
-
the Payment Scheme Rules or the applicable legislation have been substantially modified, rendering
making the execution of the General Terms and Conditions excessively complicated or
onerous for Ingenico FS;
-
the Seller i) files for bankruptcy, ii) becomes or is declared insolvent, or is the subject of
insolvency proceedings or the appointment of a receiver or administrator; or
(iii) makes an assignment for the benefit of all or virtually all of its creditors; or
creditors; or (iv) enters into an agreement for the composition, extension or
or readjustment of a substantial part of its obligations;
-
the Marketplace Operator terminates the Marketplace or the contract concluded between the
the Marketplace Operator and Ingenico FS for the Marketplace is terminated.
-
the Seller's financial situation deteriorates significantly.
Article 12: Responsibilities
12.1 General principles
Under the General Conditions, Ingenico FS has an obligation of means. The
Ingenico FS's liability may be invoked only in the event of gross negligence or
intentional fault.
-
In no event shall Ingenico FS be liable for any loss or damage whatsoever resulting
consequence, in whole or in part, of any breach by the Seller of the provisions
of these Terms and Conditions by the Seller.
-
In no event shall Ingenico FS be liable for any acts or omissions of any
committed by any third party, including, but not limited to, an Acquirer
Payment Scheme or a telecommunications service provider.
service provider.
12.2. Limitation of liability
Ingenico FS's liability shall be limited to damages that are the direct, necessary
foreseeable and unavoidable consequence of gross negligence or intentional
of Ingenico FS. Consequently, Ingenico FS shall not be liable for indirect or consequential damages
consequential damages (including loss of profits, loss of value, loss of revenue,
production, expected savings; damage to reputation; claims by end-users
end-users; losses resulting from the loss or corruption of data or costs
data or the cost of reconstituting data).
The total amount that may be demanded from Ingenico FS if its liability is incurred
for all events arising from these General Terms and Conditions, whether based on
whether based on contract, tort or otherwise, during any of the contractual years
of these General Terms and Conditions, by way of compensation or otherwise, will always be
limited to a maximum of 100 EUR.
12.3 Force majeure
Ingenico FS ne peut en aucun cas être tenu responsable des pertes ou dommages provoqués
par un cas de force majeure. Sont considérés comme des cas de force majeure les
événements qui échappent au contrôle raisonnable d’Ingenico FS, qu’ils soient
prévisibles ou non, y compris : (i) les perturbations d’Internet ou des
télécommunications ; (ii) la panne de matériel informatique et d’équipements d’Ingenico
FS ; (iii) une défaillance des logiciels ou un bogue informatique ; (iv) une surcharge
des systèmes d’Ingenico FS ; ou (v) une panne de courant ou des dysfonctionnements de
tout système tiers.
Article 13 Proof
13.1 The parties acknowledge that communication by e-mail and notification via the
through the Marketplace Platform are valid means of communication between the
between the parties. Clicking on "I accept" to accept the present General
Terms and Conditions has the same evidential value as a written signature on a printed
printed contract. All information contained in the Ingenico FS computerized database
database of Ingenico FS which relates in particular to instructions and requests received from the
the MarketPlace Operator on behalf of the Seller, to the data appearing on the
the MarketPlace Platform (and in particular payment statements and histories), the execution of
records), the execution of Transactions, and in particular the date and time of such
instructions/confirmations/requests/transactions and their content, have evidential force
the contrary, in the same way as an original document signed on paper.
paper.
13.2 The documents issued by Ingenico FS on which such data is reproduced
and the unalterable, secure and reliable copies of such data written on Ingenico FS
Ingenico FS's computer systems shall have evidential value until proven otherwise.
Ingenico FS may provide proof of access to the Marketplace Platform by
all appropriate electronic means. The unalterable, secure and reliable copies
Ingenico FS's computer systems shall be considered as proof of such access, receipt and
proof of such access, receipt and dispatch.
13.3 Copies or reproductions of documents produced by Ingenico FS shall have the same evidentiary
as the original documents.
13.4 Checking a box or double-clicking on "I accept" in the solution
is equivalent to a written signature within the meaning of article 1322, paragraph
2 of the Belgian Civil Code.
Article 14 Refunds
Ingenico FS will not automatically proceed to a Refund (the amount will not be
Refunded to the relevant Buyer, either directly or through the relevant Acquirer or
the relevant Payment Scheme) if the funds relating to such Repayment cannot be
subtracted from the next Settlement covering all Means of Payment.
Article 15 Changes in Means of Payment and currencies accepted
The Payment Methods and currencies accepted by Ingenico FS are agreed between the Seller
and the Marketplace Operator.
The portfolio of Payment Methods or currencies accepted by Ingenico FS may change.
change. Ingenico FS may in fact decide at any time and without prior notice to no longer
accept a Payment Method, upon notification by the Seller. Purchasers or Payment
Payment Schemes may at any time terminate certain Payment Means, change their characteristics
or change the acceptance criteria under which they make them available.
make them available. They may also decide at any time not to support a particular currency.
a particular currency. As a result, Ingenico FS may be required to prohibit
the Seller from using a Payment Method or currency, or impose other restrictions or conditions on the
restrictions or conditions for its continued use.
Article 16 General provisions
16.1 Transfer of ownership
The Seller may not assign, in whole or in part, the rights and obligations arising from the
Terms and Conditions to a third party without the prior written consent of Ingenico
FS, which may not be unreasonably withheld.
16.2 Entire contract
These General Terms and Conditions contain the entire agreement between Ingenico FS and the
Vendor with respect to the Services and supersede any prior contractual commitments between
between them in this respect.
16.3 Dissociability
Should any provision of these General Terms and Conditions be invalid or unenforceable,
the remaining provisions of these Terms and Conditions shall remain unaffected. Ingenico FS and
the Seller shall replace such provision with a valid and enforceable provision that
as close as possible to the essential purpose of the invalid or unenforceable provision.
invalid or unenforceable provision.
16.4 Notifications
All notifications and complaints (including those relating to a malfunction of the
Service, information provided by Ingenico FS, in particular in the Transaction statement
an error in the execution of a Transaction or the non-execution of a Transaction by Ingenico FS, or
of a Transaction by Ingenico FS, or to the Charges levied by Ingenico FS), as well as complaints
must be notified without delay by the Seller to Ingenico FS via the Operator.
the Market Place Operator and confirmed by registered letter with acknowledgement of receipt
with acknowledgement of receipt within five days of the date on which the Seller became or
the problem giving rise to the complaint or claim.
complaint.
The Seller is presumed to have become aware of any notification or information emanating from
from Ingenico FS on the day on which Ingenico FS sent said notice or made said information
available to it by any means whatsoever (by publication on the MarketPlace
Platform, for example).
Any claim that is late or does not comply with the aforementioned formal requirements
will not be accepted.
16.5 Changes to the General Terms and Conditions
Ingenico FS reserves the right to amend these Terms and Conditions, provided that
that the Seller is informed by means of a notification posted on the Marketplace Platform
Marketplace at least two months before the new conditions come into force. The
Seller shall be deemed to have accepted the new version of the General Terms and Conditions if it has not
notified Ingenico FS, prior to the proposed date of entry into force of the new
that it does not accept them. If the Seller does not accept them, it has the right to
terminate the General Terms and Conditions at any time and without charge until the date on which the
would have been applied.
16.6. References. Seller agrees that its name and logo may appear on Ingenico FS's list of
customers of Ingenico FS.
16.7. Applicable law and competent courts. These General Terms and Conditions are
governed by Belgian law. The Commercial Court of Brussels, sitting in French, shall have sole
only competent.
